Exhibit 10.10


 


FOURTH AMENDMENT


TO


LOAN AND SECURITY AGREEMENT


 


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”.


 


RECITALS


 


Parent, Push Holdings,
Branded, Tamble, Comiseo, Push Interactive, Push Properties, Tremeta, Base Camp, SellPoints and Alpine (each, a “Borrower”)
and Lenders are parties to that certain Loan and Security Agreement dated as of September 29, 2016 and as amended from time to
time, including pursuant to that certain First Amendment to Loan and Security Agreement dated as of February 17, 2017, that certain
Second Amendment to Loan and Security Agreement dated as of December 1, 2017 and that certain Third Amendment to Loan and Security
Agreement dated as of June 30, 2018 (collectively, the “Agreement”). The parties to amend the Agreement in accordance
with the terms of this Amendment.


 


NOW, THEREFORE, the
parties agree as follows:


 


1.          The
following is added to the end of Section 6.10 of the Agreement:


 


Notwithstanding the foregoing,
Borrowers may make regularly scheduled payments of accrued interest on the promissory notes issued by Sellpoints, Inc. on February
16, 2016, and as amended (the “Notes”), in accordance with the terms set forth in that certain Second Amendment to
Subordinated Unsecured Promissory Notes dated as of August 31, 2018, by and among Sellpoints, Inc. and the requisite holders of
the Notes, as long as no Event of Default has occurred that is continuing or would exist after giving effect to such payment.


 


2.          Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Agreement, as in effect prior to the date
hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the
Agreement.


 


3.          Each
Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of
the date of this Amendment, and that no Event of Default has occurred and is continuing.


 


4.          This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.


 




     


     


    

 


5.          As
a condition to the effectiveness of this Amendment, Lenders shall have received, in form and substance satisfactory to Lenders,
the following:


 


(a)          this
Amendment, duly executed by Borrowers;


 


(b)          the
fully executed copy of the Second Amendment to Subordinated Unsecured Promissory Notes dated as of August 31, 2018;


 


(c)          payment
of all Lender Expenses incurred through the date of this Amendment; and


 


(d)          such
other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.


 


[Signature
Page Follows]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Fourth Amendment to than and Security Agreement as of the first date above written.


 


	 	LENDERS:
	 	 
	 	MONTAGE CAPITAL II, L.P.
	 	 
	 	By: 	/s/ Michael
    J. Rose
	 	 	 
	 	Name: 	Michael
    J. Rose
	 	 	 
	 	Title: 	Managing Director


 


	 	PARTNERS FOR GROWTH IV, L.P.
	 	 
	 	By: 	/s/ Geoffrey Allan
	 	 	 
	 	Name: 	Geoffrey Allan
	 	 	 
	 	Title: 	Manager, Partners for Growth IV, LLC


its General Partner







 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Fourth Amendment to than and Security Agreement as of the first date above written.


 


	 	BORROWERS:
	 	 
	 	CONVERSIONPOINT TECHNOLOGIES, INC.
	 	 
	 	By: 	/s/ Robert Tallack
	 	 	 
	 	Name: 	Robert Tallack
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	PUSH HOLDINGS, INC.
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	BRANDED RESPONSE, INC.
	 	 
	 	By: 	/s/ Robert Tallack
	 	 	 
	 	Name: 	Robert Tallack
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	ALPINE COMPUTING SYSTEMS, LIC
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	CEO of Push Holdings, Inc., Managing Member


 


	 	BASE CAMP TECHNOLOGIES, LLC
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	CEO of Push Holdings, Inc., Managing Member


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Fourth Amendment to than and Security Agreement as of the first date above written.


 


	 	BORROWERS:
	 	 
	 	TAMBLE INC.
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	COMISEO, LLC
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	PUSH INTERACTIVE, LLC
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	PUSH PROPERTIES LLC
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	Chief Executive Officer


 


	 	TREMETA, LLC
	 	 
	 	By: 	/s/ Haig Newton
	 	 	 
	 	Name: 	Haig Newton
	 	 	 
	 	Title: 	Manager


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Fourth Amendment to than and Security Agreement as of the first date above written.


 


	 	BORROWERS:
	 	 
	 	SELLPOINTS, INC.
	 	 
	 	By: 	/s/ Raghu Kilambi
	 	 	 
	 	Name: 	Raghu Kilambi
	 	 	 
	 	Title: 	Director