From the desk of:
Rory J. Cutaia
Chairman & CEO
Rory@nFusz.com
855.250.2300 x 7
November 12, 2018
Sound Concepts, Inc. (the “Company”)
McKinley J. Oswald as a Shareholder of the Company and as the Shareholders’ Representative
McKinley M. Oswald as a Shareholder of the Company
Jason Matheny as a Shareholder of the Company
Colby Allen as a Shareholder of the Company
JJ Oswald as a Shareholder of the Company
782 S. Automall Drive, Suite A
American Fork, Utah 84003
Re: Agreement and Plan of Merger Side Letter No.2
Gentlemen:
Each of the addressees to this Side Letter No. 2 and we (and our wholly-owned subsidiaries) are signatories (collectively, the “Parties”) to that certain Agreement and Plan of Merger (the “Agreement”) of even date herewith. [Certain capitalized terms utilized herein have been defined in the Agreement.] In connection with the Agreement and the timing of certain events relative to the transactions contemplated therein, as well as in contemplation of certain public filings required to be made by us with the Securities and Exchange Commission, all of the Parties have executed this Side Letter No. 2 specifically to modify Sections 9.01(b)(ii) and 9.01(c)(ii) of the Agreement to change the each date referenced therein from January 31, 2019, to February 14, 2019. By all of our signatures below, such provisions are hereby so modified.
Please confirm your acknowledgement and agreement with the terms hereof by executing this Side Letter No. 2, where indicated, and returning it to me.
Very truly yours,
NFÜSZ, INC. | ||
By: | /s/ Rory Cutaia | |
Rory Cutaia, CEO | ||
NF ACQUISITION COMPANY, LLC | ||
By: | /s/ Rory Cutaia | |
Rory Cutaia, authorized signatory |
344 Hauser Blvd. Suite 414 Los Angeles CA 90036 | www.nFusz.com | 855 250-2300
NF MERGER SUB, INC. | ||
By: | /s/ Rory Cutaia | |
Rory Cutaia, authorized signatory |
Acknowledged and agreed:
SOUND CONCEPTS, INC. | ||
By: | /s/ McKinley J. Oswald | |
Name: | McKinley J. Oswald | |
Title: | Chief Executive Officer |
/s/ McKinley J. Oswald | |
McKinley J. Oswald, shareholder of the Company | |
/s/ McKinley M. Oswald | |
McKinley M. Oswald, shareholder of the Company | |
/s/ Jason Matheny | |
Jason Matheny shareholder of the Company | |
/s/ Colby Allen | |
Colby Allen shareholder of the Company | |
/s/ JJ Oswald | |
JJ Oswald shareholder of the Company | |
/s/ McKinley J. Oswald | |
McKinley J. Oswald Shareholders’ Representative |
344 Hauser Blvd. Suite 414 Los Angeles CA 90036 | www.nFusz.com | 855 250-2300