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.”
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”).
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”).
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.
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.
