Exhibit 10.7


 





Financial
Gravity Companies, Inc.


800
N. Watters Rd., Suite 120


Allen,
TX 75013


 


 


November 11, 2016


 


Edward A. Lyon,


   Sellers’ Representative


ELyon@TaxCoachSoftware.com


 


Jack A. Donenfeld, Esq.


JAD@DonenfeldLaw.com


 


American Escrow Company


2626 Howell St., 10th Floor


Dallas, Texas 75204


Attention: Carla D. Janousek, Senior Vice
President


Cjanousek@republictitle.com


 


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.



 


 


 


 






    	 	1	 



     

    

 


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 / pwilliams@bisonfinancialgroup.com


Roger Crabb / roger.crabb@solidcounsel.com


 


 






    	 	2