FinancialGravity Companies, Inc. 800N. Watters Rd., Suite 120 Allen,TX 75013
Exhibit 10.7
Financial Gravity Companies, Inc.
800 N. Watters Rd., Suite 120
Allen, TX 75013
November 11, 2016
Edward A. Lyon,
Sellers’ Representative
***@***
Jack A. Donenfeld, Esq.
***@***
American Escrow Company
2626 Howell St., 10th Floor
Dallas, Texas 75204
Attention: Carla D. Janousek, Senior Vice President
***@***
Re: Company Distribution Notice
Amended and Restated Escrow Agreement (“Escrow Agreement”) dated March 25, 2016
Ladies and Gentlemen:
This letter will serve as the Company Distribution Notice under section 3(b) of the Escrow Agreement, which provides as follows:
If the average daily Closing Price (as defined herein) of the Shares for any continuous 10-day trading period equals or exceeds $1.00 during the thirty-six (36) months following the Closing Date, then the Company shall have the right to cause the Shares held by the Escrow Agent to be distributed to the Sellers in accordance with the ownership reflected in Exhibit A by providing written notice of the Company’s decision to do so to the Escrow Agent and the Sellers’ Representative (the “Company Distribution Notice”), in which case the Shares shall be released from the escrow and transmitted to the Sellers’ Representative on behalf of the Sellers. The Company Distribution Notice shall have the effect of terminating any right the Sellers’ Representative may have to unwind the transaction evidenced by the Purchase Agreement.
The per share price of the Company’s common stock has exceeded the $1.00 threshold for a continuous 10-day trading period. Consequently the referenced Shares held in escrow should be released from the escrow at American Escrow Company.
| § | Carla, please transmit the Shares to Mr. Edward A. Lyon, as Sellers’ Representative, at the address for the Company noted above. |
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Ed, as you know, the Company’s transfer agent has instructions to issue new public company shares pursuant to the recent merger transaction. So the Shares that are currently held in escrow, and which are being released, are deemed to have been exchanged for the public company shares.
As a point of information, Paul Williams (Company CFO) has informed me that the public company shares will be issued by the transfer agent following approval of the name change by FINRA.
One more item, Ed: for the benefit of the Company’s auditors, please evidence your agreement by countersigning below (and return to me), to confirm that this Company Distribution Notice has the effect of terminating any right the Sellers’ Representative may have to unwind the transaction evidenced by the Purchase Agreement dated effective as of October 1, 2015 (as amended to date) by and between the Company and each of the individuals listed on the signature page thereto. That is precisely what the Escrow Agreement provides, in the language excerpted above. Thank you.
Regards to all,
/s/ John Pollock
John Pollock
Chief Executive Officer
Agreed:
Sellers’ Representative:
Edward A. Lyon
By: /s/ Edward A. Lyon
Edward A. Lyon
Sellers’ Representative
Attachment: Amended and Restated Escrow Agreement dated March 25, 2016
cc: Paul Williams / ***@***
Roger Crabb / ***@***
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