FORM OF UNDERWRITING AGREEMENT [●] Shares ConversionPoint Holdings, Inc. Common StockUnderwriting Agreement • April 30th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • New York
ConversionPoint Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [●] shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [●] shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the November 1, 2018 (the “Effective Date”), is by and between CONVERSIONPOINT TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and ANDRE PESCHONG (the “Executive”).
LEASE BETWEEN THE IRVINE COMPANY LLC AND CONVERSIONPOINT TECHNOLOGIES INC.Lease Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
THIS LEASE is made as of March 20, 2018, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and CONVERSIONPOINT TECHNOLOGIES INC., a Delaware corporation, hereafter called “Tenant.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of this ____________, by and between ConversionPoint Technologies, Inc, a Delaware corporation (the “Company”), and _________________ (“Indemnitee”), with reference to the following facts:
CONVERSIONPOINT HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [●], 2019, is made by and between ConversionPoint Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Minnesota
This Second Amendment to Lease Agreement (the “Second Amendment”) is made as of September 15, 2018 (the “Effective Date”), by and between ConversionPoint Technologies, Inc., a Delaware corporation (“Tenant”) and AtGlenwood, LLC, a Minnesota limited liability company (“Landlord”).
AMENDMENT TO LEASE AGREEMENTLease Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Minnesota
This Amendment to Lease Agreement (the “Amendment”) is made as of June 1, 2018 (the “Effective Date”), by and between ConversionPoint Technologies, Inc., a Delaware corporation (“Tenant”) and AtGlenwood, LLC, a Minnesota limited liability company (“Landlord”).
AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASELease • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASE is made and entered into as of February 27, 2015, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company (“Landlord”), and SELLPOINTS, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 TO SELLPOINTS, INC. LEASELease • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 2 TO SELLPOINTS, INC. LEASE is made and entered into as of December 27, 2013, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company (“Landlord”), and SELLPOINTS, INC., a Delaware corporation (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 30th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 29, 2019, by and between ConversionPoint Holdings, Inc., a Delaware corporation (the “Company”), and Tom Furukawa (the “Executive”). This Agreement shall be effective, if at all, upon the effectiveness of the Form S-1 (File No. 333-230862) filed by, with the U.S. Securities Exchange Commission (the “Effective Date”).
AMENDMENT NO. 5 TO SELLPOINTS, INC. LEASELease • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 5 TO SELLPOINTS, INC., LEASE is made and entered into as of August 1, 2018, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company (“Landlord”), and SELLPOINTS, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among CONVERSIONPOINT HOLDINGS, INC., CONVERSIONPOINT TECHNOLOGIES, INC., CPT MERGER SUB, INC., INUVO, INC., and CPT CIGAR MERGER SUB, INC. Dated as of November 2, 2018Merger Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 2, 2018 (the “Execution Date”), by and among CONVERSIONPOINT TECHNOLOGIES, INC., a Delaware corporation (“CPT”), CONVERSIONPOINT HOLDINGS, INC., a Delaware corporation and a direct wholly-owned Subsidiary of CPT (“Parent”), CPT MERGER SUB, INC., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“CPT Merger Sub”), INUVO, INC., a Nevada corporation (“Inuvo”), and CPT CIGAR MERGER SUB, INC., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Inuvo Merger Sub”). Each of Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub is a “Party” and together, the “Parties.”
CONVERSIONPOINT HOLDINGS, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • April 30th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of the ____________ between ConversionPoint Holdings, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2018 Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
AMENDMENT NO. 1 TO SELLPOINTS, INC. LEASELease • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 1 TO SELLPOINTS, INC. LEASE is made and entered into as of December 11, 2013, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company (“Landlord”), and SELLPOINTS, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Minnesota
THIS LEASE AGREEMENT is made and entered into as of the 1st day of June, 2014 (“Effective Date”), by and between At Glenwood, LLC, a Minnesota limited liability company (the “Lessor”), and Tamble Inc, LLC, a Deleware S Corp (the “Tenant”).
AMENDMENT NO. 4 TO SELLPOINTS, INC. LEASELease • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
THIS AMENDMENT NO. 4 TO SELLPOINTS, INC. LEASE is made and entered into as of February 9, 2018, by and between 65TH STREET DEVELOPMENT COMPANY, LLC, a California limited liability company (“Landlord”), and SELLPOINTS, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
This Fifth Amendment to Loan and Security Agreement is entered into as of November 2, 2018 (the “Amendment”), by and among ConversionPoint Technologies, Inc. (“Parent”), Push Holdings, Inc. (“Push Holdings”), Branded Response, Inc. (“Branded”), Tamble Inc. (“Tamble”), Comiseo, LLC (“Comiseo”), Push Interactive, LLC (“Push Interactive”), Push Properties LLC (“Push Properties”), Tremeta, LLC (“Tremeta”), Base Camp Technologies, LLC (“Base Camp”), Alpine Computing Systems, LLC (“Alpine”), SellPoints, Inc. (“SellPoints”), Montage Capital II, L.P. (“Montage”) and Partners for Growth IV, L.P. (“PFG”). Each of Montage and PFG are also referred to as a “Lender” and collectively referred to as the “Lenders”.
SELLPOINTS, INC. SECOND AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTESSubordinated Unsecured Promissory Notes • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
This SECOND AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTES (this “Amendment”) is made and entered into as of August 31, 2018, by and among SellPoints, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) and ConversionPoint Technologies, Inc., a Delaware corporation (“ConversionPoint”).
SELLPOINTS INC. SUBORDINATED UNSECURED PROMISSORY NOTESubordinated Unsecured Promissory Note • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
FOR VALUE RECEIVED, SellPoints Inc., a Delaware corporation (the “Company”) promises to pay to [ ], or its registered assigns (“Investor”), in lawful money of the United States of America the principal sum of [ ] Dollars ($[ ]), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Subordinated Unsecured Promissory Note (this “Note”) on the unpaid principal balance, which interest will accrue as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
This Second Amendment to Loan and Security Agreement is entered into as of December 1, 2017 (the "Amendment"), by and between SellPoints, Inc. ("Borrower"), Montage Capital II, L.P. ("Montage") and Partners for Growth IV, L.P. ("PFG"). Each of Montage and PFG are also referred to as a "Lender" and collectively referred to as the "Lenders".
SELLPOINTS, INC. FIRST AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTESSubordinated Unsecured Promissory Notes • March 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
This FIRST AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTES (this "Amendment") is made and entered into as of December 1, 2017, by and among SellPoints, Inc., a Delaware corporation (the "Company"), and the Investors (as defined below).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
This Sixth Amendment to Loan and Security Agreement is entered into as of March 13, 2019 (the “Amendment”), by and among ConversionPoint Technologies, Inc. (“Parent”), Push Holdings, Inc. (“Push Holdings”), Branded Response, Inc. (“Branded”), Tamble Inc. (“Tamble”), Comiseo, LLC (“Comiseo”), Push Interactive, LLC (“Push Interactive”), Push Properties LLC (“Push Properties”), Tremeta, LLC (“Tremeta”), Base Camp Technologies, LLC (“Base Camp”), Alpine Computing Systems, LLC (“Alpine”), SellPoints, Inc. (“SellPoints”), Montage Capital II, L.P. (“Montage”) and Partners for Growth IV, L.P. (“PFG”). Each of Montage and PFG are also referred to as a “Lender” and collectively referred to as the “Lenders”.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 1st, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
This Note Purchase Agreement, dated as of February 16, 2016 (this “Agreement”), is entered into by and among SellPoints, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 7 hereof.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • California
This Loan and Security Agreement, dated as of September 29, 2016 (this “Agreement”), is entered by and between SellPoints Inc. (“Borrower”), and Montage Capital II, L.P., a Delaware limited partnership (“Montage”) and Partners for Growth IV, L.P. (“PFG”). Each of Montage and PFG are also referred to as a “Lender” and collectively referred to as the “Lenders”. All capitalized terms used herein and not otherwise defined shall have the meanings provided in Section 13 hereof.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 17th, 2018 • ConversionPoint Holdings, Inc.
This First Amendment to Loan and Security Agreement is entered into as of February 17, 2017 (the "Amendment"), by and between SellPoints, Inc. ("Borrower"), Montage Capital II, L.P. ("Montage") and Partners for Growth IV, L.P. ("PFG"). Each of Montage and PFG are also referred to as a "Lender" and collectively referred to as the "Lenders".
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
This Fourth Amendment to Loan and Security Agreement is entered into as of September 28, 2018 (the “Amendment”), by and among ConversionPoint Technologies, Inc. (“Parent”), Push Holdings, Inc. (“Push Holdings”), Branded Response, Inc. (“Branded”), Tamble Inc. (“Tamble”), Comiseo, LLC (“Comiseo”), Push Interactive, LLC (“Push Interactive”), Push Properties LLC (“Push Properties”), Tremeta, LLC (“Tremeta”), Base Camp Technologies, LLC (“Base Camp”), Alpine Computing Systems, LLC (“Alpine”), SellPoints, Inc. (“SellPoints”), Montage Capital II, L.P. (“Montage”) and Partners for Growth IV, L.P. (“PFG”). Each of Montage and PFG are also referred to as a “Lender” and collectively referred to as the “Lenders”.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software
This Third Amendment to Loan and Security Agreement is entered into as of June 30, 2018 (the “Amendment”), by and between ConversionPoint Technologies, Inc. (“Parent”), Push Holdings, Inc. (“Push Holdings”), Branded Response, Inc. (“Branded”), Tamble Inc. (“Tamble”), Comiseo, LLC (“Comiseo”), Push Interactive, LLC (“Push Interactive”), Push Properties LLC (“Push Properties”), Tremeta, LLC (“Tremeta”), Base Camp Technologies, LLC (“Base Camp”), Alpine Computing Systems, LLC (“Alpine”), SellPoints, Inc. (“SellPoints”), Montage Capital II, L.P. (“Montage”) and Partners for Growth IV, L.P. (“PFG”). Each of Montage and PFG are also referred to as a “Lender” and collectively referred to as the “Lenders”.
CONVERSIONPOINT HOLDINGS, INC. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • April 30th, 2019 • ConversionPoint Holdings, Inc. • Services-prepackaged software • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the ___ day of _____, _______, between ConversionPoint Holdings, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2018 Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
