Amendment to Purchase Agreement between Financial Gravity Holdings, Inc. and Sellers of Tax Coach Software, LLC
This amendment updates the original purchase agreement between Financial Gravity Holdings, Inc. and the sellers of Tax Coach Software, LLC. The amendment changes the purchase price to 6,000,000 shares of Financial Gravity's common stock, reflecting a recent stock split. The shares will be issued to an escrow agent for distribution to the sellers as specified. All other terms of the original agreement remain unchanged. The parties also agree to sign an updated escrow agreement at the same time as this amendment.
Exhibit 10.4
AMENDMENT TO
PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated effective as of March 25, 2016, is entered into among FINANCIAL GRAVITY HOLDINGS, INC., a Texas corporation with offices at 800 N. Watters Road, Suite 120, Allen, TX 75013 (the “Purchaser”), and each of the individuals listed on the signature page hereto (each, a “Seller” and, collectively, the “Sellers”).
Whereas, effective October 1, 2015, the Sellers sold to Purchaser all of the issued and outstanding membership interests of TAX COACH SOFTWARE, LLC, an Ohio limited liability company, pursuant to a purchase agreement (the “Original Purchase Agreement”); and
Whereas, since the date of the Original Purchase Agreement, the shareholders of Purchaser have approved, and the Purchaser has effected, a three-for-one (3:1) forward split of the Purchaser’s common stock; and
Whereas, the parties desire to amend the Original Purchase Agreement.
NOW THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Terms which are capitalized but not defined in this Amendment shall have the meanings ascribed to such terms in the Original Purchase Agreement.
2. Section 1.2 of the Original Purchase Agreement is amended in its entirety, to read as follows: “In Kind Purchase Price. In consideration of the sale of the Interests by the Sellers, the Purchaser shall immediately issue and deliver to the Escrow Agent on behalf of each Seller, an aggregate of 6,000,000 shares (the “Shares”) of the Purchaser’s voting Common Stock (the “In Kind Purchase Price”).”
The portion of the Shares deliverable to each Seller shall be as set forth on Exhibit A hereto.
3. Contemporaneously with this Amendment, each of Purchaser, the Sellers, the Sellers’ Representative, and the Escrow Agent shall execute and deliver (to each other party thereto) an Amended and Restated Escrow Agreement in the form of Exhibit B hereto.
4 In all other respects, the terms and conditions of the Original Purchase Agreement shall remain unchanged.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered on their behalf as of the day and year first above written.
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FINANCIAL GRAVITY HOLDINGS, INC.
By: /s/ John Pollock Name: John Pollock Title: President and Chief Executive Officer
TaxTuneup, LLC
By: /s/ Edward A. Lyon Edward A. Lyon, Member
Van Data, LLC
By: /s/ Keith A. Vandestadt Keith A. Vandestadt, President
Prima Stortini, Ltd
By: /s/ Lisa S. Wells Lisa S. Wells, Member
MELISSA S. ATCHLEY
/s/ Melissa S. Atchley Melissa S. Atchley, individually
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EXHIBIT A
| Name of Seller | Number of Shares | Stock Certificate Numbers | |||
| TaxTuneup, LLC
| 2,593,500 | 56 & ___ | |||
| Van Data, LLC
| 2,821,500 | 55 & ___ | |||
| Prima Stortini, Ltd
| 300,000 | 57 & ___ | |||
| Melissa S. Atchley
| 285,000 | 58 & ___ | |||
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EXHIBIT B
Amended and Restated Escrow Agreement
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