LEASE BETWEEN THE IRVINE COMPANY LLC AND CONVERSIONPOINT TECHNOLOGIES INC.Lease • December 17th, 2018 • 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 • December 17th, 2018 • 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 JEFFREY MARKS (the “Executive”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • December 17th, 2018 • 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 • December 17th, 2018 • 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. • December 17th, 2018 • 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”).
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 • December 17th, 2018 • 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.”
LEASE AGREEMENTLease Agreement • December 17th, 2018 • 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”).
SELLPOINTS, INC. FIRST AMENDMENT TO SUBORDINATED UNSECURED PROMISSORY NOTESConversionPoint Holdings, Inc. • December 17th, 2018 • 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).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2018 • 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.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 17th, 2018 • ConversionPoint Holdings, Inc. • Services-prepackaged software
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 • December 17th, 2018 • 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 • December 17th, 2018 • 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”.
AMENDMENT NO. 3 TO SELLPOINTS, INC. LEASEConversionPoint Holdings, Inc. • December 17th, 2018 • 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”).
