LEASE BETWEEN THE IRVINE COMPANY LLC AND CONVERSIONPOINT TECHNOLOGIES INC.Lease • 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.”
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”).
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:
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. 2 TO SELLPOINTS, INC. LEASEConversionPoint Holdings, Inc. • April 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. 5 TO SELLPOINTS, INC. LEASEConversionPoint Holdings, Inc. • April 15th, 2019 • 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, 2018Support 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.”
AMENDMENT NO. 1 TO SELLPOINTS, INC. LEASEConversionPoint Holdings, Inc. • April 15th, 2019 • 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. LEASEConversionPoint Holdings, Inc. • April 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 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”.
AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASEConversionPoint Holdings, Inc. • April 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. SECOND AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTESConversionPoint Holdings, Inc. • April 15th, 2019 • 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 NOTEConversionPoint Holdings, Inc. • April 15th, 2019 • 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".
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”.
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.
