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.


 


 


	 	
         

        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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