Unassociated Document


    REGISTRATION RIGHTS
AGREEMENT

     

    THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as
of the 10th day of
May 2010, by and between Vertro, Inc., a corporation
organized and existing under the laws of the State of Delaware (the “Company”), and AGS Capital Group, LLC (the
“Investor”).

     

    WHEREAS:

     

    A.           In
connection with the Reserve Equity Financing Agreement by and between the
parties hereto of even date herewith (the “Reserve Equity Financing
Agreement”), the Investor has agreed, upon the terms and subject to the
conditions of the Reserve Equity Financing Agreement, to purchase shares of the
Company’s common stock, par value $.001 per share (the “Common Stock”), which
the Company may issue and sell pursuant to the terms and subject to the
conditions of the Reserve Equity Financing Agreement. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Reserve Equity
Financing Agreement.

     

    B.           To
induce the Investor to execute and deliver the Reserve Equity Financing
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws.

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investor hereby agree as
follows:

     

    1. DEFINITIONS.

     

    As used in this Agreement, the
following terms shall have the following meanings:

     

    a. “Person” means a
corporation, a limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.

     

    b. “Register,” “registered,” and
“registration”
refer to a registration effected by preparing and filing one or more
Registration Statements (as defined below) in compliance with the Securities Act
and pursuant to Rule 415 under the Securities Act or any successor rule
providing for offering securities on a continuous or delayed basis (“Rule 415”), and the
declaration or ordering of effectiveness of such Registration Statement(s) by
the United States Securities and Exchange Commission (the “SEC”).

     

    c. “Registration Period”
means the period beginning on the date the Registration Statement(s) is declared
effective under the Securities Act and ending on the date on which all
Registrable Securities under such Registration Statement are sold or available
for sale under Rule 144(b) (or any successor provision thereto) without volume
limitation.

     

    d. “Registrable
Securities” means the shares of Common Stock issuable to Investors
pursuant to the Reserve Equity Financing Agreement.

     

    e. “Registration
Statement” means a registration statement under the Securities Act which
covers the Registrable Securities.

     

    2. REGISTRATION.

     

    a. 
Filing of a
Registration Statement. The Company shall prepare and file with the SEC a
Registration Statement on Form S-1 or Form S-3 or on such other form as is
available. The Company shall cause such Registration Statement to be declared
effective by the SEC prior to the first sale to the Investor of the Company’s
Common Stock pursuant to the Reserve Equity Financing Agreement. After a
Registration Statement is declared effective, the Company shall insure that the
Registration Statement and any subsequent Registration Statements remain in
effect until all of the Registrable Securities have been sold, or may be sold
without volume restriction pursuant to Rule 144(b).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    b. 
Sufficient Number of
Shares Registered. The Company shall use its best efforts to register the
maximum number of shares permissible by the SEC under SEC Rule 415 to cover
Registrable Securities under this Agreement; provided, however, that the parties
agree that the number of Registrable Securities covered by the initial
Registration Statement shall equal 5,000,000 shares of Common Stock. The Company
shall file additional Registration Statements as necessary if the parties
reasonably determine that such initial Registration Statement is reasonably
unlikely to cover all Registrable Securities under this Agreement.  If
any Registrable Securities must be excluded from the initial Registration
Statement, the Company shall use its best efforts at the first opportunity that
is permitted by the SEC to register for resale the Registrable Securities that
were excluded from begin registered on the initial Registration Statement and to
cause such new Registration Statement to become effective as soon as practicable
following the filing thereof.

     

    3. RELATED
OBLIGATIONS.

     

    a. The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act,
as may be necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement (including pursuant to this Section 3(b))
by reason of the Company’s filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), the Company shall have incorporated such report by reference into
the Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement the
Registration Statement.

     

    b. The
Company shall furnish to the Investor without charge, (i) at least one copy
of such Registration Statement as declared effective by the SEC and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, all exhibits and each preliminary
prospectus, (ii) ten (10) copies of the final prospectus included in
such Registration Statement and all amendments and supplements thereto (or such
other number of copies as such Investor may reasonably request) and
(iii) such other documents as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor.

     

    c. The
Company shall use its best efforts to (i) register and qualify the
Registrable Securities covered by a Registration Statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (w) make any
change to its certificate of incorporation or by-laws, (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify the Investor of the
receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.


    
      
         


      

      
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    d. As
promptly as practicable after becoming aware of such event or development, the
Company shall notify the Investor in writing of the happening of any event as a
result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material,
nonpublic information), and promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver
ten (10) copies of such supplement or amendment to each Investor. The
Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and
when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to the Investor
by facsimile on the same day of such effectiveness), (ii) of any request by
the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.

     

    e. The
Company shall use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of a Registration Statement, or the suspension
of the qualification of any of the Registrable Securities for sale in any
jurisdiction within the United States of America and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify the Investor of the issuance of such
order and the resolution thereof or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.

     

    f. The Company shall make
available to the Investor (and will deliver to Investor’s counsel),
(i) copies of any Registration Statement at least 3 business days prior to
filing thereof, and (ii) subject to restrictions imposed by the United States
federal government or any agency or instrumentality thereof, copies of all
public correspondence between the Commission and the Company concerning the
Registration Statement. The Company will make available for inspection by the
Investor and any attorney, accountant or other professional retained by the
Investor (collectively, the “Inspectors”) all
pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information which any Inspector may reasonably request in connection
with the Registration Statement. The Investor agrees that Records obtained by it
as a result of such inspections which is conspicuously marked by the Company as
“Confidential” (subject to the Company’s obligations with respect to material
non-public information set forth in Section 8.1(a) herein) shall be deemed
confidential and held in strict confidence by the Investor, unless (a) the
disclosure of such Records is necessary to avoid or correct a misstatement or
omission in any Registration Statement or is otherwise required under the
Securities Act, (b) the release of such Records is ordered pursuant to a
final, non-appealable subpoena or order from a court or government body of
competent jurisdiction, or (c) the information in such Records has been
made generally available to the public other than by disclosure in violation of
this or any other agreement of which the Inspector and the Investor has
knowledge. The Investor agrees that it shall, upon learning that disclosure of
such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed
confidential.

     

    g. The
Company shall hold in confidence and not make any disclosure of information
concerning the Investor provided to the Company unless (i) disclosure of
such information is necessary to comply with federal or state securities laws,
(ii) the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to
the public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of
such information concerning the Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to the Investor and allow the Investor, at the Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.


    
      
         


      

      
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    h. The
Company shall use its best efforts either to cause all the Registrable
Securities covered by a Registration Statement (i) to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or to secure the
inclusion for quotation on a Primary Market. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this
Section 3(h).

     

    i. The
Company shall cooperate with the Investor to the extent applicable, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the Investor may reasonably
request and registered in such names as the Investor may request.

     

    j. The
Company shall use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to
consummate the disposition of such Registrable Securities.

     

    k. The
Company shall make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the
period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the Securities Act) covering a twelve-month
period beginning not later than the first day of the Company’s fiscal quarter
next following the effective date of the Registration Statement.

     

    l. The
Company shall otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration
hereunder.

     

    m. Within
two (2) business days after a Registration Statement which covers
Registrable Securities is ordered effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A
..

     

    n. The
Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Investor of Registrable Securities pursuant to a
Registration Statement.

     

    4. OBLIGATIONS OF THE
INVESTOR.

     

    a. The Investor agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 3(d), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until the Investor’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(d) or
receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver
unlegended certificates for shares of Common Stock to a transferee of the
Investor in accordance with the terms of the Reserve Equity Financing Agreement
in connection with any sale of Registrable Securities with respect to which the
Investor has entered into a contract for sale prior to the Investor’s receipt of
a notice from the Company of the happening of any event of the kind described in
Section 3(d) and for which the Investor has not yet settled.

     

    b. The Investor covenants and agrees
that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it in connection with sales of Registrable Securities
pursuant to the Registration Statement.

     

    c. The Company may require the Investor
to furnish to the Company a certified statement as to the number of shares of
Common Stock beneficially owned by the Investor and any affiliate thereof, and,
if required by the SEC, the natural persons thereof that have voting and
dispositive control over the shares.

     

    5. EXPENSES OF
REGISTRATION.

     

    All
expenses incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers, legal and accounting
fees shall be paid by the Company.


    
      
         


      

      
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    6. INDEMNIFICATION.

     

    With
respect to Registrable Securities which are included in a Registration Statement
under this Agreement:

     

    a. To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend the Investor, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who
controls the Investor within the meaning of the Securities Act or the Exchange
Act (each, an “Indemnified Person”),
against any and all losses, claims, damages, liabilities, judgments, fines,
penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing ), or
the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(ii) any untrue statement or alleged untrue statement of a material fact
contained in any final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the
statements therein were made, not misleading; or (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule
or regulation there under relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). The
Company shall reimburse the Investor and each such controlling person promptly
as such expenses are incurred and are due and payable, for any legal fees or
disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (x) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto;
(y) shall not be available to the extent such Claim is based on a failure
of the Investor to deliver or to cause to be delivered the prospectus made
available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(e) or such Claim is based on the use by
Investor of any outdated or defective prospectus after the Company has notified
Investor in writing that the prospectus is outdated or defective; and
(z) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person.

     

    b. In
connection with a Registration Statement, the Investor agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth
in Section 6(a), the Company, each of its directors, each of its officers
who signs the Registration Statement and each Person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act (each an
“Indemnified
Party”), against any Claim or Indemnified Damages to which any of them
may become subject, under the Securities Act, the Exchange Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or is based upon any
Violation, in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by the Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(d), the Investor
will reimburse any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be
unreasonably withheld; provided, further, however, that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the
sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(b) with respect to any prospectus shall not inure to the benefit of
any Indemnified Party if the untrue statement or omission of material fact
contained in the prospectus was corrected and such new prospectus was delivered
to the Investor prior to the Investor’s use of the prospectus to which the Claim
relates.


    
      
         


      

      
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    c. Promptly
after receipt by an Indemnified Person or Indemnified Party under this
Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6, deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses of not more than one counsel for such
Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that
the indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.

     

    d. The
indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Indemnified Damages are
incurred.

     

    e. The
indemnity agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

     

    7. CONTRIBUTION.

     

    To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that: (i) no seller of Registrable Securities
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities.


    
      
         


      

      
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    8. REPORTS UNDER THE EXCHANGE
ACT.

     

    With a view to making available to the
Investor the benefits of Rule 144 promulgated under the Securities Act or
any similar rule or regulation of the SEC that may at any time permit the
Investors to sell securities of the Company to the public without registration
(“ Rule 144 ”) the
Company agrees to:

     

    a. make
and keep public information available, as those terms are understood and defined
in Rule 144;

     

    b. file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements (it being understood that nothing herein
shall limit the Company’s obligations under Section 6.3 of the Reserve
Equity Financing Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and

     

    c. furnish
to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144, the Securities Act and the
Exchange Act, (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested to permit the
Investor to sell such securities pursuant to Rule 144 without
registration.

     

    9. AMENDMENT OF REGISTRATION
RIGHTS.

     

    Provisions of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only by a
written agreement between the Company and the Investor. Any amendment or waiver
effected in accordance with this Section 9 shall be binding upon the
Investor and the Company. No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of any
of this Agreement unless the same consideration also is offered to all of the
parties to this Agreement.

     

    10. MISCELLANEOUS.

     

    a. A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the registered owner of
such Registrable Securities.

     

    b. Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one business day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for such
communications shall be:

    


    
      	
              If
      to the Company, to:

            	 
      	
              Vertro,
      Inc.

              143
      Varick Street

              New
      York, New York

              Attention:  John
      B. Pisaris

            
	 
      	 
      	 
      
	
              With
      a copy to:

            	 
      	
               Porter,
      Wright, Morris & Arthur LLP

              41
      S. High St., Suite 2800

              Columbus,
      OH 43215

              Attn:  William
      J. Kelly, Jr.

               

            


    


    
      
         


      

      
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              If
      to the Investor, to:

            	 
      	
              AGS
      Capital Group, LLC

            
	 
      	 
      	
              2
      Water Street, 17th
      Floor

            
	 
      	 
      	
              New
      York, New York

            
	 
      	 
      	
              Attention:
      Allen Silberstein

            
	 
      	 
      	
              Telephone:
      212-217-9139

            
	 
      	 
      	
              Email:
      asilberstein@agscapitalgroup.com

            


    

     

    Any party
may change its address by providing written notice to the other parties hereto
at least five days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided
by a courier or overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.

     

    c. Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver
thereof.

     

    d.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York. Any dispute
arising out of or in connection with this Agreement or otherwise relating to the parties relationship
that cannot be settled by the Company and the Investor after discussion shall be
settled solely by arbitration. Any such arbitration shall be fully and finally
resolved in binding arbitration in a proceeding in the State of New York, City
of New York, in accordance with the rules of the American Arbitration
Association before a single arbitrator.  The arbitrator shall not have the
authority to modify or change any of the terms of this Agreement.  The
arbitrator may award interim relief and grant specific performance in addition
to monetary damages.  The Company and the Investor further agree that
no demand for punitive or exemplary damages shall be made in any arbitration
proceeding.  Any monetary award shall be in U.S. dollars.  The
arbitrator's award shall be final and binding upon the parties, and judgment
upon the award may be entered in any court of competent jurisdiction in any
state of the United States or country or application may be made to such court
for a judicial acceptance of the award and an enforcement as the law of such
jurisdiction may require or allow. 

     

    e. This Agreement shall inure to
the benefit of and be binding upon the permitted successors and assigns of each
of the parties hereto.

     

    f. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.

     

    g. This Agreement may be executed
in identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.

     

    h. Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

     

    i. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent and no rules of strict construction will be applied against
any party.

     

    j. This Agreement is intended for
the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      COMPANY:

                                    
	
                                      Vertro,
      Inc.

                                    
	 
      	 
      
	
                                      By:

                                    	/s/
      John B. Pisaris
	 
      	 
      
	
                                      Name:

                                    	John
      B. Pisaris
	 
      	 
      
	
                                      Title:

                                    	General
      Counsel & Secretary
	 
      	 
      
	
                                      INVESTOR:

                                    
	
                                      ags
      capital group, llc

                                    
	 
      	 
      
	
                                      By:

                                    	/s/
      Allen Silberstein
	 
      	 
      
	
                                      Name:
      Allen Silberstein

                                    
	 
      
	
                                      Title:
      Chief Executive
Officer

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    FORM
OF NOTICE OF EFFECTIVENESS

    OF
REGISTRATION STATEMENT

     

    Attention:

     

    Re: Vertro, Inc.

     

    Ladies
and Gentlemen:

     

    We are
counsel to Vertro, Inc.
(the “Company”), and have
represented the Company in connection with that certain Reserve Equity Financing
Agreement (the “Reserve Equity Financing
Agreement”) entered into by and between the Company and AGS Capital
Group, LLC (the “Investor”) pursuant
to which the Company issued to the Investor shares of its Common Stock, par
value $.001 per share (the “Common Stock”).
Pursuant to the Reserve Equity Financing Agreement, the Company also has entered
into a Registration Rights Agreement with the Investor (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company’s obligations under the Registration Rights
Agreement, on  _____  , the Company filed a Registration Statement on
Form  _____  (File No. 333-  _____  ) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the
Registrable Securities which names the Investor as a selling stockholder
thereunder.

     

    In
connection with the foregoing, we advise you that a member of the SEC’s staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF
EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a
member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Registrable Securities are available for resale
under the Securities Act pursuant to the Registration Statement.

     

    
      
        
          
            	
                    Very
      truly yours,

                  
	 
      	 
      
	
                    By:

                  	 
      


          

        

      

    

     

    cc: AGS Capital Group,
LLC


    
      
         


      

      
        10