Consulting Agreement, by and among the registrant, FISION Corporation, a Delaware corporation, and Capital Market Solutions, LLC., a Delaware limited liability corporation

EXHIBIT 2.3

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement“) is dated as of April 1, 2019 (the “Effective Date”) by and between, Fision Corp., a Delaware Corporation, with an office at I 300 N. Sixth St., Suite 308B, Minneapolis, MN 55403 (“Fision”), and Capital Market Solutions, LLC, a Delaware limited liability company , with an address at 3225 S. MacDill Ave., Suite 129-339, Tampa, FL 33629 (the “Consultant”). Fision and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, Fision desires to utilize the services of the Consultant as further described hereinafter;

WHEREAS, Consultant has experience and expertise in, inter alia, accounting, finance and operations;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fision and the Consultant agree as follows:

1. Services. Fision hereby engage the Consultant and the Consultant agrees to provide services to Fision in accordance with the terms set forth in this Agreement.

2. Term and Termination. This Agreement shall begin on the Effective Date and terminate on April 1, 2020.

3. Compensation.

4. Fision’s Representations. Fision represents and warrants with and to Consultant that:

5. Consultant’s Representations. The Consultant represents and warrants with and to Fision as follows:

6. Indemnification.

7. Successors; Assignment. This Agreement and the rights and obligations under this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective successors and permitted assigns. Neither this Agreement nor any rights or benefits under this Agreement may be assigned by either Party to this Agreement without the other Party’s prior written consent.

8. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties that are not expressly set forth in those two writings. This Agreement shall not be changed orally, but only in writing signed by the Parties.

9. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Florida, without resort to the conflict of law principles thereof. Any lawsuit brought to enforce or interpret this Agreement must be filed and prosecuted in the state court (or federal court if the requirements of federal jurisdiction are met) , as the case may be, sitting in or with jurisdiction over Hillsborough County, Florida, and each of the Parties hereby voluntarily submits to the jurisdiction of such court for such purpose and hereby voluntarily waives any defense or objection to the exercise of such jurisdiction by any such court.

10. Severability and Savings Clause. If one or more of the provisions contained in this Agreement is for any reason (i) objected to, contested or challenged by any court, government authority, agency, department, commission or instrumentality of the United States or any state or political subdivision thereof, or any securities industry regulator (collectively, “ Governmental Authority”), or (ii) held to be invalid, illegal or unenforceable in any respect, the Parties hereto agree to negotiate in good faith to modify any such objected to, contested, challenged, invalid, illegal or unenforceable provision. It is the intention of the Parties that there shall be substituted for such objected to, contested, challenged, invalid, illegal or unenforceable provision, a provision as similar to such provision as may be possible and yet be acceptable to any objecting Governmental Authority and be valid, legal and enforceable. Further, should any provisions of this Agreement ever be reformed or rewritten by a judicial body, those provisions as rewritten will be binding, but only in that jurisdiction, on Consultant and Fision as if contained in the original Agreement. The invalidity, illegality or unenforceability of any one or more provisions hereof will not affect the validity and enforceability of any other provision hereof.

11. Notices. All notices, requests, demands, claims or other communications required or permitted under this Letter Agreement (except for Notices of Additional Referrals, which shall be given as provided in paragraph 7 above) shall be sent by nationally recognized overnight courier (such as FedEx) to the parties at the addresses set forth at the head of this Agreement. A copy of any notice sent to Consultant shall also be sent to:

Daniel J. Dugan, Esquire

Spector Gadon & Rosen, P.C. 1635

Market Street, 7^th Floor

Philadelphia, PA I 9103

Email: ddugan@lawsgr.com

Fax: 215 ###-###-####

Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

12. Third Party Beneficiary. No person, firm, group, corporation, LLC, LLP or other form of organization is a third-party beneficiary of this Agreement.

13. Counterparts; Electronic Delivery. This Agreement may be executed in any number of original counterparts so long as each counterpart is identical, each of which having been so executed and delivered shall be deemed an original and all of which, collectively, shall constitute one agreement; it being understood and agreed that the signature pages may be detached from one or more such counterparts and combined with the signature pages from any other counterparts in order that one or more fully executed originals may be assembled. A copy of an executed counterpart signature page signed by a Party may be delivered by facsimile or other electronic transmission and, upon such deli very, a print out of the transmitted signature of such Party will have the same effect as if a counterpart of this Agreement bearing an original signature of that Party had been delivered to the other Party.

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement effective as of the day and year first above written.