0001615774-19-004122 Sample Contracts

LEASE BETWEEN THE IRVINE COMPANY LLC AND CONVERSIONPOINT TECHNOLOGIES INC.
Lease • March 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.”

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EMPLOYMENT AGREEMENT
Employment Agreement • March 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 ROBERT TALLACK (the “Executive”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 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:

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 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 AGREEMENT
Lease Agreement • March 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. 2 TO SELLPOINTS, INC. LEASE
ConversionPoint Holdings, Inc. • March 15th, 2019 • 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”).

AMENDMENT NO. 4 TO SELLPOINTS, INC. LEASE
ConversionPoint Holdings, Inc. • March 15th, 2019 • 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 AGREEMENT
Loan and Security Agreement • March 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”.

AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASE
ConversionPoint Holdings, Inc. • March 15th, 2019 • 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”).

SELLPOINTS, INC. FIRST AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTES
ConversionPoint Holdings, Inc. • March 15th, 2019 • 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).

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