From
the desk of:


 


Rory
J. Cutaia


Chairman
& CEO


Rory@nFusz.com


855.250.2300
x 7


 


November
8, 2018


 


Sound
Concepts, Inc. (the “Company”)


McKinley
Oswald as a Shareholder of the Company and as the Shareholders’ Representative


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


 


Gentlemen:


 


Each
of the addressees to this Side Letter and we (and our wholly-owned subsidiary) 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 with the specific intention that the
provisions hereof shall relate to and, until the Closing, defer the effectiveness or completion of those provisions of the Agreement
specified herein, which provisions shall be completed at or prior to the Closing.


 


The
Agreement contemplates that the Company will prepare certain Disclosure Schedules. As of the date hereof, the Disclosure Schedules
have not been finalized by the Company and, accordingly, have not been approved by us, but will be finalized and, we anticipate,
approved by us prior to the Closing.


 


The
Agreement contemplates that the Parties will appoint an Escrow Agent for it to hold the Escrow Shares and, in connection therewith,
the Escrow Agent and the Parties will enter into an Escrow Agreement in the form to be attached as Exhibit A to the Agreement.
As of the date hereof, the Escrow Agent has not been appointed and, accordingly, the Escrow Agreement has not been prepared or
attached. Issues related to this paragraph will be concluded prior to the Closing.


 


The
Agreement contemplates that each of the Shareholders will execute a “lock-up” agreement in substantially in the form
to be attached as Exhibit B to the Agreement. As of the date hereof, the form of the “lock-up” agreement has not been
prepared. Such agreement will be prepared prior to the Closing such that it may be duly executed by the Shareholders, when required.


 




    	 	 	 



    	 	 	 



    

 





 


The
Agreement contemplates that the directors and officers of the Surviving Entity will be listed on Exhibit C to be attached to the
Agreement. As of the date hereof, Exhibit C has not been completed, but will be prior to the Closing.


 


Each
Party acknowledges and agrees that, notwithstanding any provision of the Agreement to the contrary, the Disclosure Schedules,
the form of Escrow Agreement (Exhibit A to the Agreement), the form of “lock up” agreements (Exhibit B to the Agreement),
and the list of directors and officers of the Surviving Entity (Exhibit C to the Agreement) will be treated as follows:


 


(a)
As soon as is practicable, the Company will deliver the Disclosure Schedules to the Parent. The Parent will have reasonable time
to review the Disclosure Schedules and may accept or reject all or any part of the Disclosure Schedules. Disclosure Schedules
accepted by the Parent will be deemed (i) to have been delivered by the Company concurrently with the execution and delivery of
the Agreement under ARTICLE III of the Agreement, and (ii) to be consented to in writing by the Parent under the Agreement,
including under Sections 5.01 and 5.04(b) of the Agreement. If any part of the Disclosure Schedules is rejected by the Parent,
after reasonable and good faith negotiations between authorized agents of the Company and of the Parent, then, and only then may
the Parent or the Company terminate the Agreement by written notice in accordance with the procedures and subject to the terms
of ARTICLE IX of the Agreement.


 


(b)
The Parties will act reasonably and in good faith with respect to the negotiation of the Escrow Agreement and “lock up”
agreements and, in the event they cannot agree as to any material provision of any such agreements within a reasonable time period,
then, and only then may any Company Shareholder or the Parent terminate the Agreement by written notice in accordance with the
procedures and subject to the terms of ARTICLE IX of the Agreement.


 


Please
confirm your acknowledgement and agreement with the terms hereof by executing this Side Letter, where indicated, and returning
it to me.


 


Very
truly yours,


 


	NFÜSZ,
    INC.	 
	 	 	 
	By:	/s/
    Rory J. Cutaia	 
	 	Rory
    J. Cutaia, CEO	 
	 	 	 
	NF
    MERGER SUB, INC.	 
	 	 
	By:	/s/
    Rory Cutaia	 
	 	Rory
    Cutaia, Authorized signatory	 
	 	 	 
	NF
    ACQUISITION COMPANY, LLC	 
	 	 
	By:	/s/
    Rory Cutaia	 
	 	Rory
    J. Cutaia, authorized signatory	 


 


344
Hauser Blvd. Suite 414 Los Angeles CA 90036 | www.nFusz.com | 855 250-2300


 




    	 	 	 



    	 	 	 



    

 





 


ACKNOWLEDGED
AND AGREED:


 


	SOUND
    CONCEPTS, INC.	 
	 	 	 
	By:	/s/
    McKinley     J. Oswald	 
	 	McKinley
    J. Oswald, CEO	 
	 	 	 
	/s/
    McKinley J. Oswald	 
	McKinley J. Oswald, shareholder of the Company	 


 





	/s/
    JJ Oswald	 	/s/
    Jason Matheny
	JJ
    Oswald, shareholder of the Company	 	Jason
    Matheny, shareholder of the Company
	 	 	 
	/s/
    Colby Allen	 	/s/
    McKinley J. Oswald
	Colby
    Allen, shareholder of the Company	 	McKinley
    J. Oswald, Shareholders’ Representative
	 	 	 
	/s/
    McKinley M. Oswald 	 	 
	McKinley
    M. Oswald, shareholder of the Company	 	 


 


344
Hauser Blvd. Suite 414 Los Angeles CA 90036 | www.nFusz.com | 855 250-2300