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