Exhibit 10.3


 


 





PURCHASE AGREEMENT


 


 


between


 


 


FINANCIAL GRAVITY HOLDINGS, INC.


 


 


and


 


 


the holders of all of the membership interests
of


TAX COACH SOFTWARE, LLC


 


 


 


 


 


Dated effective as of


 


OCTOBER 1, 2015


 


 


 


 


 






    	 	 	 



     

    

 


TABLE OF CONTENTS


 





	ARTICLE I Purchase and Sale of the Interests.	 
	1.1	Purchase and Sale.	 
	1.2	In Kind Purchase Price.	 
	1.3	Closing.	 
	1.4	Sellers’ Representative.	 
	 	 	 
	ARTICLE II Representations and Warranties of the Sellers.	 
	2.1	Organization; Standing and Power; Business of the Company.	 
	2.2	No Conflicts.	 
	2.3	Capitalization.	 
	2.4	Right to Transfer.	 
	2.5	Binding Effect.	 
	2.6	Other Equity Interests.	 
	2.7	Financial Statements, Books and Records and Accounts Receivable.	 
	2.8	Taxes.	 
	2.9	Legal Proceedings.	 
	2.10	Employee Matters.	 
	2.11	Compliance with Laws.	 
	2.12	Insurance.	 
	2.13	Contracts.	 
	2.14	Affiliate Transactions.	 
	2.15	Properties.	 
	2.16	Information   Technology.	 
	2.17	Intellectual Property.	 
	2.18	Bank Accounts.	 
	2.19	[Not Used]	 
	2.20	Absence of Certain Changes.	 
	2.21	[Not Used]	 
	2.22	Undisclosed Liabilities.	 
	2.23	Finder’s Fees.	 
	2.24	No Material Omissions.	 
	 	 	 
	ARTICLE III Representations and Warranties of the Purchaser.	 
	3.1	Organization; Standing and Power; Business of the Purchaser.	 
	3.2	No Conflicts.	 
	3.3	Capitalization.	 
	3.4	Due Authorization of the Shares.	 
	3.5	Binding Effect.	 
	3.6	Other Equity Interests.	 
	3.7	Financial Statements, Books and Records and Accounts Receivable.	 
	3.8	Taxes.	 
	3.9	Legal Proceedings.	 



 


 


 


 


 






    	 	 	 



     

    

 


	 	 	 
	3.10	Labor and Employee Benefit Matters.	 
	3.11	Compliance with Laws.	 
	3.12	Insurance.	 
	3.13	Contracts.	 
	3.14	Properties.	 
	3.15	Intellectual Property.	 
	3.16	[Not Used]	 
	3.17	Absence of Certain Changes.	 
	3.18	Relationship with Advertisers, Suppliers and Customers.	 
	3.19	Undisclosed Liabilities.	 
	3.20	Finder’s Fees.	 
	3.21	No Material Omissions.	 
	 	 	 
	ARTICLE IV Covenants.	 
	4.1	The Sellers’ Confidentiality Obligations.	 
	4.2	[Not Used]	 
	4.3	Taxes.	 
	4.4	Covenant Not to Compete.	 
	4.5	Tax Matters.	 
	 	 	 
	ARTICLE V Conditions to Obligations.	 
	5.1	Conditions to Sellers’ Obligations.	 
	5.2	Conditions to the Purchaser’s Obligations.	 
	 	 	 
	ARTICLE VI Indemnification.	 
	6.1	Indemnification by Sellers.	 
	6.2	Indemnification by the Purchaser.	 
	6.3	Indemnity Procedure for Third Party Claims.	 
	6.4	Tax Indemnification.	 
	6.5	Waiver of Right to Contribution.	 
	6.6	Sole Remedy.	 
	 	 	 
	ARTICLE VII Miscellaneous.	 
	7.1	Expenses.	 
	7.2	Interpretation.	 
	7.3	Further Assurances.	 
	7.4	Amendment and Waiver.	 
	7.5	Notice.	 
	7.6	Survival of Representations, Warranties and Covenants.	 
	7.7	Binding Agreement; Assignment.	 
	7.8	Severability.	 
	7.9	Captions.	 
	7.10	Counterparts.	 
	7.11	Governing Law.	 
	7.12	Remedies.	 
	7.13	Public Announcements.	 
	7.14	Entire Agreement; Termination of All Prior Agreements between Company and Sellers.	 




 


  


 


 


 


 






    	 	 	 



     

    




 





INDEX TO EXHIBITS


 


	Exhibit A	Escrow Agreement
	Exhibit B	Amended and Restated Operating Agreement
	Exhibit C	Form of Employment Agreement with Edward A. Lyon.
	Exhibit D	Form of Employment Agreement with Keith A. VandeStadt.
	Exhibit E	Form of Employment Agreement with Lisa S. Wells.
	Exhibit F	Form of Consulting Agreement with TaxTuneup, LLC
	Exhibit G	Form of Consulting Agreement with Van Data, LLC
	Exhibit H	Form of Consulting Agreement with Prima Stortini, Ltd


 


 


 


INDEX TO SCHEDULES


 


TC Schedules:


 


	Schedule 1.1	Interest in TC to be sold by each Seller
	Schedule 1.2	Number of FG Shares Deliverable to each Seller
	Schedule 2.1	Description of Business of TC
	Schedule 2.7(a)	TC Balance Sheets
	Schedule 2.7(b)	TC Income Statements
	Schedule 2.8	Taxes - TC
	Schedule 2.9	Legal Proceedings – TC
	Schedule 2.10 	Employee Matters -- TC
	Schedule 2.11 	Violations of Law – TC
	Schedule 2.12 	Insurance – TC
	Schedule 2.13 	Contracts - TC
	Schedule 2.14 	Affiliate Transactions – TC
	Schedule 2.15 	Real Property - TC
	Schedule 2.16 	Information Technology – TC
	Schedule 2.17 	Intellectual Property – TC
	Schedule 2.18 	Bank Accounts - TC
	Schedule 2.20 	Adverse Changes - TC
	Schedule 2.22 	Undisclosed Liabilities – TC


 


FG Schedules:


 


	Schedule 3.1 	Description of FG Business
	Schedule 3.3	Capitalization of FG
	Schedule 3.7(a)	FG Balance Sheets
	Schedule 3.7(b)	FG Income Statements
	Schedule 3.8 	Taxes - FG
	Schedule 3.9	Legal Proceedings - FG
	Schedule 3.10	Labor and Employee Benefit Matters – FG
	Schedule 3.11	Violations of Law - FG
	Schedule 3.14	Real Property Leasehold Interests – FG
	Schedule 3.15	Intellectual Property - FG
	Schedule 3.17	Adverse Changes - FG
	Schedule 3.18	Relations with Customers and Suppliers – FG
	Schedule 3.19	Undisclosed Liabilities – FG
	Schedule 7.13	Public Announcements – TC & FG







 


 


 






    	 	 	 



     

    

 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
(this “Agreement”), dated effective as of October 1, 2015 (the “Effective Date”) by and between FINANCIAL
GRAVITY HOLDINGS, INC., a Texas corporation with offices at 800 N. Watters Rd., Ste 120, Allen, TX 75013 (the “Purchaser”
or “FG”), and each of the individuals listed on the signature page hereto (each, a “Seller” and, collectively,
the “Sellers”), under the following circumstances:


 


A. The Sellers own
collectively all of the issued and outstanding membership interests of TAX COACH SOFTWARE, LLC, an Ohio limited liability
company (the “Company” or “TC”);


 


B. The Purchaser desires
to purchase from the Sellers, and the Sellers desire to sell to the Purchaser, all of the issued and outstanding membership interests
of the Company;


 


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:


 


ARTICLE I. Purchase
and Sale of the Interests.


 


1.1       Purchase
and Sale. At the Closing (as defined in Section 1.3 hereof) and upon the terms and subject to the conditions of this Agreement,
the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Sellers, all (but not less than all) of the
membership interests of the Company (the “Interests”). In order to accomplish such transaction, each Seller shall sell
to the Purchaser the Interests set forth opposite such Seller’s name on Schedule 1.1 hereto.


 


1.2       In
Kind Purchase Price. At the Closing, in consideration of the sale of the Interests by the Sellers, the Purchaser shall issue
and deliver to the Sellers an aggregate of 2,000,000 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 Schedule
1.2 hereto.


 


1.3       Closing.
The closing of the sale and purchase of the Interests (the “Closing”) shall take place at 3:00 PM Central Standard
Time on October 28, 2015 (the “Closing Date”), through the exchange of executed documents in pdf format.


 


(a)       the
Purchaser shall:


 


(i)       deliver
a duly executed Escrow Agreement among the Purchaser, the Sellers, the Sellers’ Representative, and the Escrow Agent named
therein (the “Escrow Agent”) in the form of Exhibit A attached hereto (the “Escrow Agreement”);


 


(ii)       pay
the In Kind Purchase Price by delivering to the Escrow Agent on behalf of each Seller the number of Shares set forth opposite such
Seller’s name on Schedule 1.2(b) hereof;


 


 


 


 






    	 	 	 



     

    

 


(iii)       deliver
to the Sellers’ Representative the certificate of an executive officer of the Purchaser described in Sections 5.1(a) and
(b) hereof;


 


(iv)       deliver
to the Sellers’ Representative a duly executed Amended and Restated Operating Agreement of the Company (the “Amended
Operating Agreement”), containing provisions (i) approving the Employment Agreements and Consulting Agreements with the Sellers
(as described below), (ii) appointing Edward A. Lyon as a Manager of the Company for a term of three (3) years, and (iii) requiring
the consent of Edward A. Lyon with respect to a specified listing (as set forth in the Amended Operating Agreement) of actions
which may be taken by the Managers of the Company. The Amended Operating Agreement appears as Exhibit B attached hereto, and will
supersede and replace the existing Operating Agreement of the Company (the “Current Operating Agreement”);


 


(v)       deliver
to the Sellers’ Representative the Employment Agreements duly executed by the Company with each of the Sellers, in the forms
of Exhibits C, D and E attached hereto (the “Employment Agreements”), and the parties agree that notwithstanding the
November 1, 2015 date of such Employment Agreements, the employees thereunder (Edward A. Lyon, Keith A. Vandestadt, and Lisa S.
Wells) shall be entitled to compensation from the Company, during the month of October, 2015, in the aggregate amount of $49,150;


 


(vi)       deliver
to the Sellers’ Representative the Consulting Agreements duly executed by the Company with the Sellers’ Affiliates,
in the forms of Exhibits F, G and H attached hereto (the “Consulting Agreements”);


 


(vii)       deliver
to the Sellers’ Representative such other documents as the Sellers’ Representative or the Sellers’ counsel may
reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;
and


 


(viii)       provide
to the Sellers’ Representative certified resolutions of the Board of Directors of the Purchaser, reflecting that the Sellers’
Representative has been elected a director of the Purchaser effective as of the Closing under the following terms and conditions
(the “Director Terms”):


 


(i) expense reimbursements
for travel expenses (all of which must be approved in advance) to the Sellers’ Representative equal to that of other directors,


 


(ii) a three (3) year
term, and


 


(iii) mandatory attendance
at no more than 12 meetings/year, whether in person or via telephone conference.


 


(b)       each
of the Sellers shall deliver, or cause to be delivered, to the Purchaser:


 


(i)       a
duly executed Escrow Agreement;


 


(ii)       instruments
of transfer, assignment and conveyance in form and substance satisfactory to the Purchaser and its counsel, evidencing the sale
of the Interests to the Purchaser;


 


 


 


 






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(iii)       the
certificates of the Sellers’ Representative described in Sections 5.2(a) and (b) hereof;


 


(iv)       the
Employment Agreements duly executed by the Sellers, and the Consulting Agreements duly executed by the Sellers’ Affiliates;


 


(v)       evidence
of the election to tax the Company as a corporation (Form 8832); and


 


(vi)       such
other documents as the Purchaser or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance
with the covenants set forth in this Agreement.


 


1.4       Sellers’
Representative. Each of the Sellers hereby constitutes and appoints Edward A. Lyon, as the representative and attorney-in-fact
of such Seller (the “Sellers’ Representative”) with full power and authority to act for all Sellers under this
Agreement and the Escrow Agreement, including to do and perform such acts as are specifically required by this Agreement and the
Escrow Agreement to be performed by the Sellers’ Representative. The Sellers’ Representative shall not be liable to
any other Seller for any actions taken by him pursuant to this power of attorney except in the case of his willful misconduct.
The Sellers’ Representative may, on behalf of all Sellers, negotiate amendments to this Agreement and/or waivers of any of
the provisions hereof; provided that any such amendment or waiver does not adversely affect one or more Sellers in a manner which
is materially different than each other Seller, and provided further that any such amendments and/or waiver shall be subject to
the approval of the Sellers holding at least 95% of the Interests as of the date hereof. This power of attorney shall be deemed
coupled with an interest, shall survive and not be affected by the bankruptcy or disability of any Seller, and shall extend to
each Seller’s successors.


 


ARTICLE II. Representations
and Warranties of the Sellers


 


Each of the Sellers,
severally with respect to Sections 2.4 and 2.5, and jointly and severally with respect to all other sections of this Article II,
hereby represent and warrant to the Purchaser as follows:


 


2.1       Organization;
Standing and Power; Business of the Company. The Company is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Ohio, with all requisite limited liability company power and authority and all
governmental licenses, authorizations, consents and approvals required to own its properties and to conduct its business as presently
conducted. The business of the Company consists solely of the business currently conducted by the Company as described on Schedule
2.1 hereto and directly related activities (the “Business”).


 


2.2       No
Conflicts. The execution, delivery and performance by such Seller of this Agreement, the consummation of the transactions contemplated
hereby and compliance by such Seller with the terms hereof will not (a) violate, conflict with, cause an event of default under,
give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company under, or result in
the creation or imposition of any lien, mortgage, security interest, charge, encumbrance or restriction (a “Lien”)
on any asset of the Company or on any Interest under any agreement, instrument, license, franchise, judgment, order, law, rule
or regulation by which such Seller or the Company is bound or to which the Company’s property is subject, or (b) violate
or conflict with the Current Operating Agreement or the Articles of Organization of the Company.


 


 


 


 






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2.3       Capitalization.
The only equity interests in the Company are the Interests. The Interests are valid membership interests entitled to the rights,
powers and privileges set forth in the Current Operating Agreement. Except for the obligations set forth in this Agreement, no
party has any right or obligation to purchase or sell, or any option or similar right to purchase, any membership interest in the
Company. The Interests are freely transferable to the Purchaser pursuant to the terms of this Agreement. The Company has not issued
any securities other than the Interests. The Interests were not issued in violation of any federal or state securities law or any
other legal requirement. Other than this Agreement, there are no outstanding subscriptions, rights, options, warrants, conversion
rights, agreements or other claims for the purchase or acquisition from the Company or any Seller of any membership interests of
the Company or any other securities of the Company or obligating the Company to issue, repurchase or otherwise acquire any membership
interests of the Company or any other securities of the Company or any securities convertible into, exercisable or exchangeable
for, or otherwise entitling the holder to acquire any membership interests of the Company or any other securities of the Company.


 


2.4       Right
to Transfer. Such Seller now has, and will have at Closing, good and valid legal title to the Interest set forth opposite such
Seller’s name on Schedule 1.1 hereto and full beneficial ownership thereof and full legal right and power to transfer and
deliver to the Purchaser such Interest in the manner provided in this Agreement, and upon the purchase of such Interest pursuant
to the terms of this Agreement, the Purchaser will receive good and valid legal title thereto and full beneficial ownership thereof,
free and clear of all Liens, restrictions, encumbrances and rights of others of any kind other than those created or permitted
by the Purchaser.


 


2.5       Binding
Effect. Each Seller has all requisite capacity and authority to execute this Agreement and to consummate the transactions contemplated
hereby and thereby. This Agreement has been duly executed and delivered by such Seller. The execution and delivery of this Agreement
by the Sellers and the consummation of the transactions contemplated hereby by the Sellers do not and will not require the approval
of any other party. Assuming the due execution and delivery of this Agreement by the Purchaser, this Agreement constitutes a valid
and binding obligation of such Seller, enforceable against such Seller in accordance with its terms subject to applicable bankruptcy,
insolvency, moratorium and other similar laws relating to the enforcement of creditor’s rights generally, the availability
of equitable remedies and to general equity principles.


 


2.6       Other
Equity Interests. The Company does not have, and has not had at any time, any direct or indirect equity interest in any other
corporation, partnership, joint venture, limited liability company or other entity or any commitment to acquire any such equity
interest.


 


2.7       Financial
Statements, Books and Records and Accounts Receivable.


 


(a)       The
unaudited balance sheet of the Company as of December 31, 2014 and the unaudited balance sheet (the “TC Interim Balance Sheet”)
of the Company as of June 30, 2015 (the “TC Interim Date”), annexed hereto as Schedule 2.7(a) (collectively the “TC
Balance Sheets”) have been prepared from the books and records of the Company and fairly present in all material respects
the financial position of the Company as of the respective dates thereof (except as noted on Schedule 2.7(a)), and include all
adjustments required for a fair presentation.


 


 


 


 






    	 	4	 



     

    

 


(b)       The
unaudited statement of income of the Company for the year ended December 31, 2014 and the unaudited statement of income for the
Company for the six (6) months ended June 30, 2015, annexed hereto as Schedule 2.7(b) (collectively the “TC Income Statements”
and, together with the TC Balance Sheets, the “TC Financial Statements”) have been prepared from the books and records
of the Company and fairly present in all material respects the results of operations of the Company for the periods covered thereby
(except as noted on Schedule 2.7(b)), and include all adjustments required for a fair presentation.


 


(c)       The
books of account, membership interest record books, and other records of the Company, all of which have been made available to
the Purchaser by the Sellers, are true, correct and complete.


 


2.8       Taxes.
Except as set forth on Schedule 2.8, (a) the Company has timely paid and will timely pay all Taxes (as defined below) required
to be paid on or before the Closing Date by the Company for all periods up to and including the Closing Date, has accrued for all
Taxes for all periods up to and including the Closing Date which Taxes are not required to be paid on or before the Closing Date,
has timely withheld or collected and will timely withhold or collect all Taxes required to be withheld or collected on or before
the Closing Date by the Company for all periods up to and including the Closing Date, has timely deposited and will timely deposit
all Taxes required to be deposited on or before the Closing Date by the Company for all periods up to and including the Closing
Date, and has timely filed and will timely file all material Tax returns required to be filed on or before the Closing Date by
the Company with respect to such Taxes for all periods up to and including the Closing Date and each such return was or will be
when filed true, correct and complete in all material respects, (b) to the knowledge of such Seller, no notice of any proposed
adjustment or notice of underpayment has been issued by any Governmental Entity (as hereinafter defined) with respect to any such
Taxes, (c) to the knowledge of such Seller, no claim has been asserted, proposed or threatened with respect to any such Taxes that
remain outstanding, (d) no extension of the time for assessment of any such Taxes has been requested or granted (other than any
such extension that is no longer in effect), (e) no protests are pending with respect to any such Taxes, (f) there are no Liens
for Taxes (except Liens for Taxes not yet due) on any assets of the Company, and no action, proceeding or investigation has been
instituted or, to the knowledge of such Seller threatened, against the Company which would give rise to any such Lien and (g) to
the knowledge of such Seller, no audit, action or proceeding or investigation of the Company relating to any Tax is currently ongoing
and no audit of the Company relating to any Tax has been undertaken within the preceding five years. The Sellers have provided
to the Purchaser all Federal and state income tax returns filed by the Company since January 1, 2014 and will make available any
documentation ancillary thereto reasonably requested by the Purchaser. The Company (i) has been filing both Federal and state partnership
tax returns to the extent required by law since its inception through the date of its election to be taxed as a corporation, (ii)
has elected to be taxed as a corporation for tax periods beginning on or after the date of such election, and (iii) is taxable
as a corporation for federal income tax purposes as of the Closing Date. For purposes of this Agreement, “Tax” means
any obligation or liability (including any tax, withholding, fee or excise imposed by any Governmental Entity (as hereinafter defined),
including any gross or net income, franchise, employment-related, real or personal property, transfer, intangibles, documentary,
gains, sales or use tax, together with any and all interest, penalties and additions imposed with respect thereto.


 


 


 






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2.9       Legal
Proceedings. Schedule 2.9 sets forth a true, correct and complete list of all claims, suits, actions, arbitrations, legal,
administrative and other proceedings, and, to the knowledge of such Seller, governmental investigations, to which the Company or
such Seller is a party or which, to the knowledge of such Seller, are specifically applicable to such Seller or the Company or
any of its properties, assets, operations or Business or any of the transactions contemplated by this Agreement and which are currently
pending or were pending at any time since the date of the Company’s formation. To such Seller’s knowledge, (i) no claim,
suit, action, arbitration, proceeding or investigation of the nature or relating to the matters described in the preceding sentence
has been threatened and (ii) there is no basis for any suit, action, arbitration, proceeding or investigation of such nature or
relating to such matters. Except as described on Schedule 2.9 hereto, neither the Company nor such Seller is in default under any
judgment, order, writ, injunction or decree of any court, arbitrator, administrative agency or commission or governmental body,
agency, official or authority, domestic or foreign (a “Governmental Entity”) specifically applicable to such Seller
or the Company or any of its properties, assets, operations or business, and there is no such judgment, order, writ, injunction
or decree of any kind in effect enjoining or restraining the Company or any member or officer of the Company from taking any action
of any kind. To the knowledge of such Seller, no material distributed by the Company prior to the Closing Date contains any material
that is libelous or an invasion of privacy or infringes any similar right of any third party.


 


2.10       Employee
Matters.


 


(a)       The
Company currently has (i) no plan, program, policy, payroll practice, contract, agreement or other arrangement providing for compensation,
severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee pension or welfare
benefits of any kind, whether formal or informal, funded or unfunded, written or oral and whether or not legally binding, which
is now sponsored, maintained, contributed to or required to be contributed to, by the Company or pursuant to which the Company
has, or could reasonably be expected to have, any liability, including, without limitation, any “employee benefit plan”
within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each
a “Benefit Plan”); and (ii) no management, employment, bonus, option, equity (or equity related), severance, consulting,
noncompete, confidentiality or similar agreement or contract currently in effect between the Company and any current, former or
retired employee, officer, consultant, independent contractor, agent or partner of the Company (each an “Employee Agreement”).


 


(b)       The
Company is not and has never been (i) a member of a “controlled group of companies,” under “common control”
or an “affiliated service group” within the meaning of Sections 414(b), (c) or (m) of the Code, (ii) required to be
aggregated under Section 414(o) of the Code, or (iii) under “common control,” within the meaning of Section 4001(a)(14)
of ERISA, or any regulations promulgated or proposed under any of the foregoing sections, in each case with any other entity.


 


(c)       Schedule
2.10 hereto lists all current employees of the Company. Except as set forth on Schedule 2.10, (i) the Company is not delinquent
in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services
performed by the date hereof or amounts required to be reimbursed to them by the date hereof, (ii) the Company is in material compliance
with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, labor, terms
and conditions of employment and wages and hours, (iii) the Company is not bound by or subject to (and none of its assets or properties
is bound by or subject to) any written or oral, express or implied, commitment or arrangement with any labor union, and no labor
union has requested or has sought to represent any of the employees, representatives or agents of the Company, (iv) there is no
labor strike, dispute, slowdown or stoppage actually pending, or, to the knowledge of such Seller, threatened, against or involving
the Company, and (v) to the knowledge of such Seller, no salaried key employee has any plans to terminate his or her employment
with the Company.


 


 


 


 


 


 






    	 	6	 



     

    

 


(d)       For
purposes of this Section 2.10, the term “employee” shall be considered to include individuals rendering personal services
to the Company as independent contractors.


 


(e)       Schedule
2.10 contains a true, correct and complete list of the name of each individual who is employed by the Company on the date hereof
along with his or her current job title, base compensation, eligibility for bonus compensation or any other compensation, date
of hire, last date and amount of increase in compensation, any employee benefit which is not generally available to employees of
the Company and employment address. Schedule 2.10 contains a true, correct and complete list of persons currently rendering services
to the Company, or who have rendered services to the Company since the formation of the Company for which the Company is obligated
to issue a Form 1099, as consultants or independent contractors, along with information regarding compensation and reimbursement
levels for each such person during all such periods, and each such person who was classified as a consultant or an independent
contractor was properly so classified under applicable laws and regulations and no federal, state or local taxes should have been
withheld from any payment made to any such person which were not withheld.


 


2.11       Compliance
with Laws. The conduct of the Business complies in all material respects with (a) all statutes, laws, regulations, ordinances,
rules, licenses, judgments, orders or decrees applicable thereto, including compliance with any government contractor affirmative
action plan, if applicable, and (b) the Current Operating Agreement and Articles of Organization of the Company. Except as set
forth on Schedule 2.11, the Company has not received notice of any alleged violation of any statute, law, regulation, ordinance,
rule, judgment, order, decree or license applicable thereto or to its properties from any Governmental Entity or other person and
such Seller has no knowledge of any such violation.


 


2.12       Insurance.
The Company maintains insurance policies with insurers, in such amounts and against such risks of the Company as are customary
and reasonable for the Business and its assets. Schedule 2.12 lists and describes briefly all policies of liability, theft, fire,
title, workers’ compensation and other forms of insurance and surety bonds insuring the Company or the employees, properties,
assets and Business of the Company. All policies listed in Schedule 2.12 are in full force and effect; no such policy or the future
proceeds thereof has been assigned to any other person; and all premiums and other payments due under or on account of any such
policy have been paid except where the failure to make such payment would not result in the termination of any such policy.


 


2.13       Contracts.
Except as set forth on Schedule 2.13, the Company is not a party to or bound by any written or oral (a) employment or consulting
agreement; (b) joint venture or partnership contract or agreement; (c) contract or agreement restricting the right of the Company
to compete with any other person or entity, which would apply after the Closing; (d) any loan agreement, indenture, promissory
note or conditional sales agreement or any pledge, security agreement, deed of trust, financing statement or any other document
granting or evidencing a Lien on any assets of the Company; (e) any guarantee, assumption of an obligation for borrowed money or
purchase money indebtedness or other obligation of reimbursement of any maker of a letter of credit; (f) contract, agreement or
commitment providing for the purchase or sale of assets outside the ordinary course of business; (g) agreement, contract or commitment
relating to capital expenditures in excess of $5,000 in any single case or $10,000 in the aggregate; (h) licenses, whether as licensor
or licensee, of any material invention (whether patented or not), trade secret, know-how, copyright, trademark or trade name or
other intellectual property, except for pre-packaged software; (i) lease or sublease of, or option relating to, real estate; (j)
lease as lessee or lessor of personal property; (k) capitalized lease or sale-leaseback; (l) royalty agreement; (m) any revocable
or irrevocable power of attorney; (n) software agreement, except for pre-packaged software; (o) promotional agreement; (p) other
contract or agreement entered into other than in the ordinary course of business; or (r) other contract or agreement providing
for payments to or from the Company in excess of $25,000 in the aggregate or requiring one year or longer to perform. All of the
foregoing types of contracts and agreements are hereinafter referred to as “Contracts.” Except as set forth thereon,
each Contract set forth on Schedule 2.13 is in full force and effect and, to the knowledge of such Seller is legal, valid and binding
and enforceable against each other person or party thereto. Except as set forth on Schedule 2.13, the Company is not nor, to the
knowledge of such Seller, is any other party to any such Contract, in material breach thereof or default thereunder and there does
not exist under any provision thereof any event that, with the giving of notice or the lapse of time or both, would constitute
such a material breach or default by the Company or, to the knowledge of such Seller, by any other party to any such Contract.
Except as set forth on Schedule 2.13, the Sellers’ Representative has delivered or made available to the Purchaser true,
correct and complete copies of each of such written Contracts or provided summaries of any such oral Contracts.


 


 


 


 






    	 	7	 



     

    

 


2.14       Affiliate
Transactions. Except as disclosed in Schedule 2.14, (a) neither any Seller nor any of their respective Affiliates has provided
or caused to be provided, and does not currently provide or cause to be provided, to the Company any assets, services (other than
as an employee or partner) or facilities or has made any payments to or on behalf of the Company and (b) the Company has not provided
or caused to be provided, and does not currently provide or cause to be provided, to any Seller or any Seller’s Affiliates
any assets, services or facilities or has made any payment (other than member distributions, salary, bonus or business expense
reimbursement payments made to a Seller in the ordinary course of business) to or on behalf of any Seller or any Seller’s
Affiliates. An “Affiliate” of any party means any person or entity directly or indirectly controlling, controlled by
or under common control with such party and shall include any officer, director, member, partner or other equity holder of any
such entity and the spouse or any issue of a natural person or any trust for their benefit. As used in this Agreement, the term
“person” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, business
association or other entity, including a Governmental Entity.


 


2.15       Properties.
Schedule 2.15 contains a true, correct and complete list of all real property leasehold interests of the Company (the “Leasehold
Interests”). The Company has the legal right to possess and quietly enjoy the real property in which it has Leasehold Interests
and has received no notice from any person asserting any claim or right inconsistent therewith. The Company has never owned in
fee any interest in real property.


 


2.16       Information
Technology. Schedule 2.16 set forth a list and brief description of all computer hardware, software and networks used by the
Company and identifies which are owned by the Company directly and which are licensed to the Company for use. Except as set forth
on Schedule 2.16, the Company has the unrestricted right to use all software associated with its databases.


 


2.17       Intellectual
Property. Except as set forth on Schedule 2.17, (i) the Company has not been sued or charged or been a defendant in any claim,
suit, action or proceeding which involves a claim of infringement of any intellectual property rights, (ii) to the knowledge of
such Seller, there are no other claims that the Company is infringing any existing patent, trademark or copyright or any basis
for any such claim, without regard to whether any such patent, trademark or copyright is ultimately found to be valid, and (iii)
to the knowledge of such Seller, the use of intellectual property rights in connection with the Business, as currently being conducted,
does not infringe the patent, trademark, copyright or any other right of any third party.


 


The Company is the
100% owner of all Inventions (defined below). For purposes of this Agreement, “Inventions” means original works of
authorship, discoveries, concepts, ideas and improvements to existing technology, and all other subject matter ordinarily comprehended
by the term “invention,” whether or not copyrightable or patentable, including, but not limited to, computer programs,
processes, products, compositions of matter, formulae, algorithms, and techniques, as well as improvements thereof, and expressions
thereof, which, in whole or in part, were conceived, discovered or developed by an employee or consultant of the Company, either
alone or with others, and which (i) relate directly to the Business, are material to the Business and are actually used in the
Business of the Company.


 


2.18       Bank
Accounts. Schedule 2.18 sets forth a true, correct and complete list of each bank at which the Company has an account or safe
deposit box and the address of each such bank, the number of such account or box and the name of each individual authorized to
draw on or have access thereto.


 


2.19       [Not
Used]


 


2.20       Absence
of Certain Changes. Since the TC Interim Date, except as set forth on Schedule 2.20, the Company has conducted the Business
in the ordinary course and maintained its records and books of account in reasonable detail which accurately and fairly reflect
the transactions of the Company in all material respects. Since the TC Interim Date there has not been, except as disclosed on
Schedule 2.20:


 


(a)       Any
materially adverse change in the nature of the Business, the results of the Company’s operations, the Company’s assets,
the Company’s financial condition, or the manner of conducting the Business;


 


(b)       Any
damage, destruction or casualty loss (whether or not covered by insurance) adversely affecting the Business, the results of operations,
the assets or the financial condition of the Company or its ability to carry on its operations substantially as presently conducted
and as proposed to be conducted;


 


 


 






    	 	8	 



     

    

 


 


(c)       Any
declaration, setting aside or payment of distributions in respect of the Interests;


 


(d)       Any
entering into of any employment agreement, or any increase in the compensation payable, or to become payable, by the Company to
any of its officers or partners, employees or agents over the rates payable at the Interim Date;


 


(e)       Any
issuance of securities of the Company, including options, warrants or other agreements evidencing or requiring such issuance;


 


(f)       Any
amendment or termination of, default by the Company or, to the knowledge of any Seller, default by any other party under, any contract,
agreement or license to which the Company is a party and which materially adversely affects the Company;


 


(g)       Any
labor dispute or labor negotiation involving the Company;


 


(h)       Any
discharge or satisfaction of any lien, encumbrance, obligation or liability (accrued, absolute, fixed or contingent) of the Company
except in the ordinary course of business;


 


(i)       Incurrence
by the Company of any obligation or liability (accrued, absolute, fixed or contingent) except current liabilities incurred, and
obligations entered into, in the ordinary course of business and consistent with prior practice (for purposes of this Agreement,
the Purchaser and the Sellers agree that the incurrence of any debt other than normal trade credit shall not be in the ordinary
course of business);


 


(j)       Institution
of any severance, retirement, bonus, equity option, profit sharing pension plan or similar agreement or changes made in any such
existing plans of the Company, other than severance or bonus arrangements with employees of the Company entered into in the ordinary
course of business consistent with past practices or as otherwise specifically contemplated hereby;


 


(k)       Any
capital expenditure involving an amount of more than Five Thousand ($5,000) Dollars in any one instance or an aggregate of more
than Ten Thousand ($10,000) Dollars;


 


(l)       Announcement
or initiation of any general increase in compensation, bonus, insurance or employee benefits involving employees of the Company;


 


(m)       Sale
or disposition (other than inventory in the ordinary course of business), or lease of any property of the Company or mortgage,
pledge, or grant or imposition of any Lien on any asset or property of the Company;


 


(n)       Cancellation
or waiver of any claims or rights with a value in excess of Five Thousand ($5,000) Dollars; or


 


(o)       Any
amendment to the Current Operating Agreement of the Company.


 


2.21       [Not
Used]


 


 






    	 	9	 



     

    

 


2.22       Undisclosed
Liabilities. Except (a) as disclosed in Schedule 2.22 or the other Schedules hereto, (b) as and to the extent disclosed or
reserved against on the TC Interim Balance Sheet, (c) as incurred after the TC Interim Date in the ordinary course of business
consistent with prior practice and not prohibited by this Agreement, or (d) as incurred in connection with this Agreement or any
of the transactions contemplated hereby, the Company does not have any material liabilities or obligations of any nature, absolute,
accrued, contingent or otherwise and whether due or to become due required by GAAP to be set forth on the TC Interim Balance Sheet.


 


2.23       Finder’s
Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act
on behalf of the Company or such Seller who would have a claim to any fee or commission from the Company or such Seller or the
Purchaser or any of their respective Affiliates in connection with the transactions contemplated by this Agreement.


 


 


ARTICLE III. Representations
and Warranties of the Purchaser


 


The Purchaser represents
and warrants to the Sellers as follows:


 


3.1       Organization;
Standing and Power; Business of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas, with all requisite corporate power and authority and all governmental licenses,
authorizations, consents and approvals required to own its properties and to conduct its business as presently conducted and as
presently proposed to be conducted. The Purchaser has delivered to the Sellers’ Representative true, correct and complete
copies of the certificate or articles of incorporation (the “Charter”) and the Bylaws of the Purchaser. The business
of the Purchaser consists solely of the business described on Schedule 3.1 hereto and related activities (the “FG Business”).


 


3.2       No
Conflicts. The execution, delivery and performance by the Purchaser of this Agreement, the consummation of the transactions
contemplated hereby and compliance by the Purchaser with the terms hereof will not (a) violate, conflict with, cause an event of
default under, give rise to a right of termination, cancellation or acceleration of any right or obligation of the Purchaser under,
or result in the creation or imposition of any Lien on any asset of the Purchaser or on any Shares under any agreement, instrument,
License, franchise, judgment, order, law, rule or regulation by which the Purchaser is bound or to which the Purchaser’s
property is subject, nor (b) violate or conflict with the Charter or Bylaws of the Purchaser.


 


3.3       Capitalization.
The capitalization of the Purchaser is as set forth on Schedule 3.3 hereto. Except for the obligations set forth in this Agreement
or as set forth on Schedule 3.3, no party has any right or obligation to purchase or sell, or any option or similar right to purchase,
any security of the Purchaser. Other than this Agreement or as set forth on Schedule 3.3, there are no outstanding subscriptions,
rights, options, warrants, conversion rights, agreements or other claims for the purchase or acquisition from the Purchaser or
any securities of the Purchaser or obligating the Purchaser to issue, repurchase or otherwise acquire any securities of the Purchaser
or any securities convertible into, exercisable or exchangeable for, or otherwise entitling the holder to acquire any securities
of the Purchaser. The Shares which constitute the In Kind Purchase Price represent, on a fully diluted basis as of the date hereof,
sixteen and seven tenths percent (16.7 %) of the shares of capital stock of the Purchaser. For these purposes “fully diluted”
is calculated assuming that all shares of the Purchaser’s preferred stock, if any, are converted into shares of the Purchaser’s
common stock at the applicable conversion ratio, all outstanding stock options, if any, are exercised and options to purchase all
additional shares of the Purchaser’s common stock currently reserved, if any, under the FG Stock Award Plan are made and
such options are exercised but excluding the restricted shares described in Section 5.1(f) below. The issuance of the Shares will
not trigger any “antidilution” provision of any existing security of the Purchaser.


 


 


 


 


 






    	 	10	 



     

    

 


3.4       Due
Authorization of the Shares. The issuance, sale and delivery of the Shares pursuant to this Agreement have been duly authorized
by all requisite corporate action on the part of the Purchaser and when issued, sold and delivered in accordance with this Agreement,
the Shares will be validly issued and outstanding, fully paid and non-assessable, free and clear of all Liens, restrictions, encumbrances
and rights of others of any kind other than those created or permitted by the Sellers.


 


3.5       Binding
Effect. The Purchaser has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated
hereby and thereby. This Agreement has been duly executed and delivered by the Purchaser. The execution and delivery of this Agreement
by the Purchaser and the consummation of the transactions contemplated hereby by the Purchaser do not and will not require the
approval of any other party. Assuming the due execution and delivery of this Agreement by the Sellers, this Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject to applicable
bankruptcy, insolvency, moratorium and other similar laws relating to the enforcement of creditor’s rights generally, the
availability of equitable remedies and to general equity principles.


 


3.6       Other
Equity Interests. Except as set forth on Schedule 3.6, the Purchaser does not have, and has not had at any time, any direct
or indirect equity interest in any other corporation, partnership, joint venture, limited liability company or other entity or
any commitment to acquire any such equity interest.


 


3.7       Financial
Statements, Books and Records and Accounts Receivable.


 


(a)       The
draft audited balance sheet of the Purchaser as of December 31, 2014 (as prepared by Lane Gorman & Trubitt), the draft audited
balance sheet of Cloud 9 Holdings Company as of December 31, 2014 (as prepared by Lane Gorman & Trubitt), and the draft audited
combined balance sheets of Business Legacy, Inc. and Pollock Advisory Group, Inc. as of December 31, 2014 (as prepared by Lane
Gorman & Trubitt), none of which are consolidated, and all of which are annexed hereto as Schedule 3.7(a) (collectively the
“FG Balance Sheets”) have been prepared from the books and records of the Purchaser, Cloud 9 Holdings Company, and
Business Legacy, Inc. and Pollock Advisory Group, Inc., respectively, and fairly present the financial position of the Purchaser,
Cloud 9 Holdings Company, and Business Legacy, Inc. and Pollock Advisory Group, Inc., as of the respective dates thereof in conformity
with generally accepted accounting principles consistently applied (“GAAP”), and include all adjustments required for
a fair presentation.


 


(b)       The
draft audited statement of operations of the Purchaser for the year ended December 31, 2014 (as prepared by Lane Gorman & Trubitt),
the draft audited statement of operations of Cloud 9 Holdings Company as of December 31, 2014 (as prepared by Lane Gorman &
Trubitt), and the draft audited combined statements of operations and changes in partners’ capital of Business Legacy, Inc.
and Pollock Advisory Group, Inc. as of December 31, 2014 (as prepared by Lane Gorman & Trubitt), none of which are consolidated,
and all of which are annexed hereto as Schedule 3.7(b) (collectively the “FG Income Statements” and, together with
the FG Balance Sheets, the “FG Financial Statements”) have been prepared from the books and records of the Purchaser,
Cloud 9 Holdings Company, and Business Legacy, Inc. and Pollock Advisory Group, Inc., respectively, and fairly present the results
of operations of the Purchaser, Cloud 9 Holdings Company, and Business Legacy, Inc. and Pollock Advisory Group, Inc., respectively,
for the periods covered thereby in conformity with GAAP, and include all adjustments required for a fair presentation.


 


 


 


 


 






    	 	11	 



     

    

 


(c)       The
books of account, stock record books, and other records of the Purchaser, all of which have been made available to the Sellers’
Representative by the Purchaser, are true, correct and complete.


 


3.8       Taxes.
Except as set forth on Schedule 3.8, (a) the Purchaser has timely paid and will timely pay all Taxes required to be paid on or
before the Closing Date by the Purchaser for all periods up to and including the Closing Date, has accrued for all Taxes for all
periods up to and including the Closing Date which Taxes are not required to be paid on or before the Closing Date, has timely
withheld or collected and will timely withhold or collect all Taxes required to be withheld or collected on or before the Closing
Date by the Purchaser for all periods up to and including the Closing Date, has timely deposited and will timely deposit all Taxes
required to be deposited on or before the Closing Date by the Purchaser for all periods up to and including the Closing Date, and
has timely filed and will timely file all material Tax returns required to be filed on or before the Closing Date by the Purchaser
with respect to such Taxes for all periods up to and including the Closing Date and each such return was or will be when filed
true, correct and complete in all material respects, (b) to the knowledge of Purchaser, no notice of any proposed adjustment or
notice of underpayment has been issued by any Governmental Entity with respect to any such Taxes, (c) to the knowledge of Purchaser,
no claim has been asserted, proposed or threatened with respect to any such Taxes that remain outstanding, (d) no extension of
the time for assessment of any such Taxes has been requested or granted (other than any such extension that is no longer in effect),
(e) no protests are pending with respect to any such Taxes, (f) there are no Liens for Taxes (except Liens for Taxes not yet due)
on any assets of the Purchaser, and no action, proceeding or investigation has been instituted or, to the knowledge of the Purchaser
threatened, against the Purchaser which would give rise to any such Lien and (g) to the knowledge of the Purchaser, no audit, action
or proceeding or investigation of the Purchaser relating to any Tax is currently ongoing and no audit of the Purchaser relating
to any Tax has been undertaken within the preceding five years.


 


3.9       Legal
Proceedings. Schedule 3.9 sets forth a true, correct and complete list of all claims, suits, actions, arbitrations, legal,
administrative and other proceedings, and, to the knowledge of the Purchaser, governmental investigations, to which the Purchaser
is a party or which, to the knowledge of the Purchaser, are specifically applicable to the Purchaser or any of its properties,
assets, operations or the FG Business or any of the transactions contemplated by this Agreement and which are currently pending
or were pending at any time since Purchaser’s formation. To the Purchaser’s knowledge, (i) no claim, suit, action,
arbitration, proceeding or investigation of the nature or relating to the matters described in the preceding sentence has been
threatened and (ii) there is no basis for any suit, action, arbitration, proceeding or investigation of such nature or relating
to such matters. Except as described on Schedule 3.9 hereto, the Purchaser is not in default under any judgment, order, writ, injunction
or decree of any Governmental Entity specifically applicable to the Purchaser or any of its properties, assets, operations or business,
and there is no such judgment, order, writ, injunction or decree of any kind in effect enjoining or restraining the Purchaser or
any director or officer of the Purchaser from taking any action of any kind. To the knowledge of the Purchaser, no material distributed
by the Purchaser prior to the Closing Date contains any material that is libelous or an invasion of privacy or infringes any similar
right of any third party.


 


 


 


 


 


 


 


 


 






    	 	12	 



     

    

 


3.10       Labor
and Employee Benefit Matters.


 


(a)       Schedule
3.10 hereto contains a true and complete list of (i) each plan, program, policy, payroll practice, contract, agreement or other
arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits
or other employee pension or welfare benefits of any kind, whether formal or informal, funded or unfunded, written or oral and
whether or not legally binding, which is now sponsored, maintained, contributed to or required to be contributed to, by the Purchaser
or pursuant to which the Purchaser has, or could reasonably be expected to have, any liability, including, without limitation,
any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) (each a “FG Benefit Plan”); and (ii) each management, employment, bonus, option, equity
(or equity related), severance, consulting, noncompete, confidentiality or similar agreement or contract currently in effect between
the Purchaser and any current, former or retired employee, officer, consultant, independent contractor, agent or partner of the
Company (each a “FG Employee Agreement”). The Purchaser does not currently sponsor, maintain, contribute to, nor is
it required to contribute to, nor has the Purchaser ever sponsored, maintained, contributed to or been required to contribute to,
or incurred any liability to, (i) any “defined benefit plan” (as defined in ERISA Section 3(35)), (ii) except as described
on Schedule 3.10, any “multiemployer plan” (as defined in ERISA Section 3(37)) or any plan that has two or more contributing
sponsors at least two of whom are not under common control (within the meaning of Section 4063 of ERISA), (iii) any plan that is,
is intended to be, or has ever been treated as a “qualified plan” (within the meaning of Section 401(a) of the Code)
or any plan that is, is intended to be, or has ever been treated as a plan subject to Title IV of ERISA, or (iv) any FG Benefit
Plan or FG Employee Agreement which provides, or has any liability to provide, life insurance, medical, severance or other employee
welfare benefits to any employee (or spouse or dependent thereof) upon or following the employee’s retirement or termination
of employment, except as required by Section 4980B of the Code or Part 6 of Title I of ERISA.


 


(b)       Except
as set forth in Schedule 3.10, the Purchaser is not and has never been (i) a member of a “controlled group of companies,”
under “common control” or an “affiliated service group” within the meaning of Sections 414(b), (c) or (m)
of the Code, (ii) required to be aggregated under Section 414(o) of the Code, or (iii) under “common control,” within
the meaning of Section 4001(a)(14) of ERISA, or any regulations promulgated or proposed under any of the foregoing sections, in
each case with any other entity.


 


(c)       The
Purchaser has provided to the Sellers accurate and complete copies of all documents embodying or relating to each FG Benefit Plan
and each FG Employee Agreement, including all amendments thereto, trust or funding agreements relating thereto, the two most recent
annual reports required under ERISA, the most recent determination letter received from the Internal Revenue Service, if any, and
the most recent summary plan description (with all material modifications).


 


(d)       All
contributions required to be made to or with respect to any FG Benefit Plan or FG Employee Agreement by applicable law or regulation
or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding
any FG Benefit Plan or FG Employee Agreement, for any period through the Closing Date have been or, as applicable, shall be, timely
made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, shall be fully disclosed
on Schedule 3.10.


 


 


 


 


 


 


 


 






    	 	13	 



     

    

 


(e)       Each
FG Benefit Plan is currently, and has been at all times prior to the Closing Date, maintained substantially in accordance with
its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulations, including,
without limitation, ERISA and the Code. There is not now, nor to the Purchaser’s knowledge do any circumstances exist that
could reasonably be expected to give rise to, any requirement for the posting of security with respect to a FG Benefit Plan or
FG Employee Agreement or the imposition of any Lien on the assets of the Purchaser under applicable law, including, without limitation,
ERISA and the Code.


 


(f)       Except
as set forth on Schedule 3.10, the execution of, and performance of the transactions contemplated by, this Agreement will not (either
alone or upon the occurrence of any additional or subsequent events directly related to the transactions contemplated by this Agreement)
constitute an event under any FG Benefit Plan or FG Employee Agreement that will or may result in any payment, acceleration, forgiveness
of indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any employee or former
employee or any spouse or dependent thereof.


 


(g)       Except
as set forth on Schedule 3.10, with respect to each FG Benefit Plan or FG Employee Agreement, there have been no “prohibited
transactions” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) and no fiduciary with respect to
any FG Benefit Plan or FG Employee Agreement has incurred, or to the Purchaser’s knowledge can reasonably be expected to
incur, liability for a breach of fiduciary duty or other failure to act or comply in connection with the administration or investment
of the assets of any FG Benefit Plan. Further, no action, suit, proceeding, or hearing, or to the Purchaser’s knowledge,
investigation with respect to any FG Benefit Plan or FG Employee Agreement is pending or, to the knowledge of any Purchaser, threatened.


 


3.11       Compliance
with Laws. The conduct of the FG Business complies in all material respects with (a) all statutes, laws, regulations, ordinances,
rules, licenses, judgments, orders or decrees applicable thereto, including compliance with any government contractor affirmative
action plan, if applicable, and (b) the Charter and Bylaws of the Purchaser. Except as set forth on Schedule 3.11, the Purchaser
has not received notice of any alleged violation of any statute, law, regulation, ordinance, rule, judgment, order, decree or license
applicable thereto or to its properties from any Governmental Entity or other person and the Purchaser has no knowledge of any
such violation.


 


3.12       Insurance.
The Purchaser maintains insurance policies with insurers, in such amounts and against such risks of the Purchaser as are customary
and reasonable for the FG Business and its assets.


 


3.13       Contracts.
The Purchaser is not in material breach of any material Contract to which it is a party.


 


3.14       Properties.


 


(a) Schedule 3.14 contains
a true, correct and complete list of all real property leasehold interests of the Purchaser (the “FG Leasehold Interests”).
The Purchaser has the legal right to possess and quietly enjoy the real property in which it has FG Leasehold Interests and has
received no notice from any person asserting any claim or right inconsistent therewith. The Purchaser has never owned in fee any
interest in real property.


 


 


 


 


 


 


 






    	 	14	 



     

    

 


3.15       Intellectual
Property.


 


(a)       Except
as set forth in Schedule 3.15, the Purchaser has the unrestricted right to use and holds the copyright to all of the data which
comprises all of its data bases including data taken directly from any and all external sources as well as derived data.


 


(b)       Except
as set forth on Schedule 3.15, (i) the Purchaser has not been sued or charged or been a defendant in any claim, suit, action or
proceeding which involves a claim of infringement of any intellectual property rights, (ii) to the knowledge of the Purchaser,
there are no other claims that the Purchaser is infringing any existing patent, trademark or copyright or any basis for any such
claim, without regard to whether any such patent, trademark or copyright is ultimately found to be valid, (iii) to the knowledge
of the Purchaser, the use of the intellectual property rights in connection with the FG Business, as currently being conducted,
does not infringe the patent, trademark, copyright or any other right of any third party.


 


3.16       [Not
Used]


 


3.17       Absence
of Certain Changes. Since the FG Interim Date, except as set forth on Schedule 3.17, the Purchaser has conducted the FG Business
in the ordinary course and maintained its records and books of account in reasonable detail which accurately and fairly reflect
the transactions of the Purchaser in all material respects. Since the FG Interim Date there has not been, except as disclosed on
Schedule 3.17:


 


(a)       Any
materially adverse change in the nature of the FG Business, the results of the Purchaser’s operations, the Purchaser’s
assets, the Purchaser’s financial condition, or the manner of conducting the FG Business;


 


(b)       Any
damage, destruction or casualty loss (whether or not covered by insurance) adversely affecting the FG Business, the results of
operations, the assets or the financial condition of the Purchaser or its ability to carry on its operations substantially as presently
conducted and as proposed to be conducted; or


 


(c)       Any
declaration, setting aside or payment of distributions in respect of any capital stock.


 


3.18       Relationship
with Advertisers, Suppliers and Customers. Except as described in Schedule 3.18, the Purchaser has no actual knowledge that
any significant supplier of goods, products or services to the Purchaser, or any significant customer of the Purchaser, (i) has
made any material complaint or objection with respect to the service or any business practices of the Purchaser or the transactions
contemplated hereby or (ii) will cease to do business, or significantly reduce the business conducted, with the Purchaser with
respect to the Business after or as a result of the consummation of any transactions contemplated hereby.


 


 


 


 


 


 


 






    	 	15	 



     

    

 


3.19       Undisclosed
Liabilities. Except (a) as disclosed in Schedule 3.19 or the other Schedules hereto, (b) as and to the extent disclosed or
reserved against on the FG Interim Balance Sheet, (c) as incurred after the FG Interim Date in the ordinary course of business
consistent with prior practice and not prohibited by this Agreement, or (d) as incurred in connection with this Agreement or any
of the transactions contemplated hereby, the Purchaser does not have any material liabilities or obligations of any nature, absolute,
accrued, contingent or otherwise and whether due or to become due required by GAAP to be set forth on the FG Interim Balance Sheet.


 


3.20       Finder’s
Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act
on behalf of the Purchaser who would have a claim to any fee or commission from the Purchaser or the Seller or any of their respective
Affiliates in connection with the transactions contemplated by this Agreement.


 


ARTICLE IV. Covenants


 


4.1       The
Sellers’ Confidentiality Obligations. The Sellers acknowledge that from and after the Closing, the Purchaser will have
a legitimate and continuing proprietary interest in the protection of trade secrets and confidential information, knowledge and
data of the Company and any similar information with respect to the Purchaser (collectively, the “Confidential Information”)
which is provided to any Seller. Except as disclosure may be ordered by a Governmental Entity of competent jurisdiction or as otherwise
required by law, each Seller severally agrees that such Seller and such Seller’s Affiliates will maintain and cause to be
maintained the confidentiality of all Confidential Information related to the Business or the FG Business, the Company or the Purchaser
or any of its Affiliates, which is held by or known to any of them, and shall not disclose the Confidential Information to any
person. In the event that any Seller or any of such Seller’s Affiliates is notified that he, she or it is or may become legally
compelled to disclose any of the Confidential Information, such Seller will provide the Purchaser with prompt written notice of
the existence, terms and circumstances surrounding such notice so that the Purchaser may, at its cost and expense, seek a protective
order or other appropriate remedy. In the event that such protective order or other remedy is not obtained prior to the time disclosure
is required, the Sellers will furnish only that portion of the Confidential Information that they are advised in writing by counsel
is legally required to be furnished, and will furnish to the Purchaser a copy of such written advice of counsel. The Sellers and
their Affiliates shall not use any Confidential Information for any of their benefit or the benefit of any other person. Information,
knowledge or data shall not be deemed to be Confidential Information to the extent that it is or becomes generally available to
the public other than as a result of disclosure by a Seller or any of Seller’s Affiliates, or becomes available to the Sellers
on a nonconfidential basis from a source other than the Company or the Purchaser or any of its Affiliates or is known to a Seller
prior to its disclosure to such Seller by the Company or the Purchaser or any of its Affiliates. These covenants shall remain in
effect as long as Purchaser owns all of the Interests.


 


4.2       [Not
Used]


 


4.3       Taxes.
The Sellers shall be liable for any obligation or liability of the Company or the Sellers for transfer or sales taxes or other
taxes attributable to, arising from or associated with the sale or transfer from the Sellers to the Purchaser of the Interests
and the Sellers shall prepare and file all required returns relating to such taxes.


 


 


 


 


 


 


 


 


 






    	 	16	 



     

    

 


4.4       Covenant
Not to Compete. Each Seller agrees that for the period during which such Seller shall be in the Purchaser’s or the Company’s
employ, and for a period of two (2) years thereafter, provided that Purchaser (or a subsidiary of Purchaser) owns all of the Interests
in the Company, he or she shall not, whether as an owner, shareholder (other than in his capacity as holder of less than 2% of
the shares of any corporation whose shares are traded on a national securities exchange or over the counter which shall be excepted
from this restriction), partner, employee, consultant, advisor, independent contractor or otherwise, directly or indirectly compete
with the business of the Purchaser as currently conducted in any manner, anywhere within the United States; provided, however,
that Edward A. Lyon shall not be restricted from continuing the businesses and activities described in Schedule 4.4, regardless
of whether or not Edward A. Lyon would otherwise violate this Section 4.4 or any other provision of this Agreement. The Purchasers
acknowledge and agree that the restrictions and obligations imposed on them by virtue of this Section 4.4 are, in light of the
circumstances, fair and reasonable as to type, scope and period of time, and are reasonably required for the protection of the
Purchaser and the goodwill associated with the business of the Purchaser. It is the intent of the Sellers and the Purchaser that
this Agreement be enforceable and restrict the Sellers’ activities only to the extent permitted by applicable law. Therefore,
if any provision of this Section 4.4 as presently written shall be construed to be illegal, invalid or unenforceable by a court
of competent jurisdiction, said illegal, invalid or unenforceable provision shall be deemed to be amended and shall be construed
by the court to have the broadest type, scope and duration permissible under applicable law, and if no validating construction
is possible, shall be severable from the rest of this Agreement, and the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired thereby.


 


4.5       Tax
Matters. The following provisions shall govern the allocation of responsibility as between the Purchaser and the Sellers for
certain Tax matters following the Closing Date:


 


(a)       Tax
Periods Ending on or Before the Closing Date. The Sellers shall prepare, at the Company’s expense, all Tax returns for
the Company for all periods ending on or prior to the Closing Date which are due after the Closing Date, such returns to be prepared
in a manner consistent with prior years. The Sellers shall be liable for any and all Taxes actually due and payable with respect
to any period ending on or prior to the Closing Date.


 


(b)       Tax
Periods Beginning Before and Ending after the Closing Date. The Purchaser shall prepare or cause to be prepared and file or
cause to be filed any Tax returns of the Company for Tax periods which begin before the Closing Date and end after the Closing
Date. The Sellers shall pay to the Purchaser not later than fifteen (15) days prior to the date such Taxes are due with respect
to such periods an amount equal to the portion of such Taxes actually due and payable with respect to the portion of such Taxable
period ending on December 31, 2014 to the extent such Taxes were not accrued and reflected on the TC Interim Balance Sheet. For
purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that
includes (but does not end on) December 31, 2014 the portion of such Tax which relates to the portion of such Taxable period ending
on December 31, 2014 shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed
to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days
in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period,
and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable
if the relevant Taxable period ended on December 31, 2014. Any credits relating to a Taxable period that begins before and ends
after December 31, 2014 shall be taken into account as though the relevant Taxable period ended on December 31, 2014.


 


 


 


 


 


 


 


 


 






    	 	17	 



     

    

 


(c)       Cooperation
on Tax Matters.


 


(i)       The
Purchaser, the Company and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in
connection with the filing of Tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any material provided.


 


(ii)       The
Purchaser and the Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or
other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax
that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).


 


(d)       Notification
of Inquiry. If the Purchaser or the Company becomes aware of any assessment, official inquiry, examination or proceeding that
could result in an official determination with respect to Taxes due or payable for any Taxable year or Tax period ending on or
before the Closing Date, the Purchaser shall promptly notify the Sellers in writing and shall permit the Sellers to participate
at their own expense in any such official inquiry, examination or proceeding. If the Sellers become aware of any official inquiry,
examination or proceeding that could result in an official determination with respect to Taxes due or payable by the Company, the
Sellers shall promptly so notify the Purchaser in writing and shall permit the Purchaser and the Company to participate at their
own expense in any such official inquiry, examination or proceeding.


 


ARTICLE V. Conditions
to Obligations


 


5.1       Conditions
to Sellers’ Obligations. The obligation of the Sellers to sell the Interests and to cause the sale of the Interests pursuant
to the provisions of this Agreement shall be subject to the satisfaction at or before the Closing of the following conditions,
which may be waived by the Sellers’ Representative:


 


(a)       the
Purchaser shall have performed and complied in all material respects with its covenants and agreements contained herein and the
Sellers’ Representative shall have received a certificate to this effect from an executive officer of the Purchaser;


 


(b)       the
representations and warranties of the Purchaser contained in Article III of this Agreement shall be true, correct and complete
in all material respects at and as of the Closing Date, and the Sellers’ Representative shall have received a certificate
to this effect from an executive officer of the Purchaser;


 


(c)       the
Company shall have entered into Employment Agreements with each of the Sellers;


 


(d)       the
Company shall have entered into Consulting Agreements with the Sellers’ Affiliates;


 


(e)       the
Purchaser shall have entered into the Escrow Agreement with each of the Sellers, the Sellers’ Representative, and the Escrow
Agent;


 


(f)       the
Amended Operating Agreement shall have been executed and delivered by all parties thereto; and


 


(g)       the
Sellers’ Representative shall have been elected a director of the Purchaser effective as of the Closing with the Director
Terms.


 


 


 


 


 


 


 






    	 	18	 



     

    

 


5.2       Conditions
to the Purchaser’s Obligations. The obligation of the Purchaser to purchase the Interests from the Sellers pursuant to
the provisions of this Agreement shall be subject to the satisfaction at or before the Closing of the following conditions, which
may be waived by the Purchaser:


 


(a)       The
Sellers shall have performed and complied in all material respects with their covenants and agreements contained herein and the
Purchaser shall have received a certificate to this effect from the Sellers’ Representative;


 


(b)       the
representations and warranties of each Seller contained in Article II of this Agreement shall be true, correct and complete in
all material respects at and as of the Closing Date, and the Purchaser shall have received a certificate to this effect from the
Sellers’ Representative;


 


(c)       the
Sellers shall have obtained consents from all third parties which are required for the transfer of the Interests or the operation
of the Business after the Closing Date, including any consents to assignment of any Contract to which the Company is a party where
the transfer of the Interests to the Purchaser may be deemed an assignment of such Contract;


 


(d)       the
Company shall have entered into Employment Agreements with each of the Sellers;


 


(e)       the
Company shall have entered into Consulting Agreements with the Sellers’ Affiliates;


 


(f)       the
Purchaser shall have entered into the Escrow Agreement with each of the Sellers, the Sellers’ Representative, and the Escrow
Agent;


 


(g)       the
Amended Operating Agreement shall have been executed and delivered by all parties thereto; and


 


(h)       the
Sellers’ Representative shall have been elected a director of the Purchaser effective as of the Closing with the Director
Terms.


 


ARTICLE VI. Indemnification


 


6.1       Indemnification
by Sellers.


 


(a)       Subject
to the limitations set forth in this Agreement, each of the Sellers jointly and severally, agrees promptly to indemnify, defend
and hold harmless the Purchaser from and against any and all assessments, judgments, debts, obligations, liabilities, losses, costs,
damages or expenses (including interest, penalties and reasonable out-of-pocket fees, expenses and disbursements in connection
with any action, suit or proceeding) net of insurance proceeds actually received (collectively, “Damages”), suffered,
paid or incurred by the Purchaser or the Company resulting from or caused by or arising out of any breach of the representations
and warranties made by any Seller to the Purchaser in this Agreement or in any Schedule hereto or any certificate delivered hereunder
(provided; that liability for the representations and warranties in Section 2.4 and 2.5, which are made severally, rather than
jointly and severally, shall be several). In addition, each of the Sellers severally agree promptly to indemnify, defend and hold
harmless the Purchaser from and against any and all Damages suffered, paid or incurred by the Purchaser or the Company resulting
from or caused by or arising out of any failure by such Seller to perform any of his or her covenants or agreements contained in
this Agreement.


 


 


 


 


 


 


 






    	 	19	 



     

    

 


(b)       Notwithstanding
anything contained in this Agreement to the contrary, indemnification under Section 6.1(a) is subject to the limitations that (i)
the aggregate amount of all payments required to be made by any Seller in satisfaction of claims for indemnification pursuant to
Section 6.1(a) shall not exceed the portion of the then fair market value of the Shares delivered to him and (ii) no claim for
indemnification may be made until and thereafter only to the extent that the aggregate of Damages for which the Sellers would otherwise
be liable exceeds $25,000.


 


6.2       Indemnification
by the Purchaser.


 


(a)       The
Purchaser agrees to indemnify and hold harmless the Sellers from and against any and all Damages suffered, paid or incurred by
any Seller resulting from or caused by or arising out of: (i) any breach of the representations and warranties made by the Purchaser
in this Agreement or any certificate delivered hereunder and (ii) any failure by the Purchaser to perform any covenant or agreement
of the Purchaser contained in this Agreement.


 


(b)       Notwithstanding
anything contained in this Agreement to the contrary, (i) the aggregate of all payments to be made by the Purchaser in satisfaction
of claims for indemnification pursuant to this Section 6.2 shall not exceed the then fair market value of the Shares and (ii) no
claim for indemnification may be made until and thereafter only to the extent that the aggregate amount of Damages for which the
Purchaser would otherwise be liable exceeds $25,000.


 


6.3       Indemnity
Procedure for Third Party Claims.


 


Promptly after receipt
by a party seeking indemnification hereunder (an “Indemnified Party”) of notice of any claim or the commencement by
any third party of any action, suit or proceeding which might result in another party hereto (the “Indemnifying Party”)
becoming obligated to indemnify or make any other payment to the Indemnified Party under this Agreement, the Indemnified Party
shall notify the Indemnifying Party forthwith in writing of the commencement thereof or of the claim, and shall furnish the Indemnifying
Party with all information and documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party
to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of
this indemnification or otherwise, except and only to the extent that the Indemnifying Party is materially prejudiced thereby.
The Indemnifying Party shall have the right, within thirty (30) days after being so notified, to assume and control the defense
of such claim, litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at the
Indemnifying Party’s own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant
to this sentence, the Indemnified Party shall have the right to conduct and control the defense of such claim, litigation or proceeding
(including the settlement thereof) without the Indemnifying Party’s consent and shall be entitled to payment from the Indemnifying
Party of all reasonable costs of such defense (including attorney’s fees and expenses). In any such claim, litigation or
proceeding the defense of which the Indemnifying Party shall have so assumed, the Indemnified Party shall have the right to participate
therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of the same counsel or (ii) the named parties to any such litigation or proceeding (including impleaded
parties) include both the Indemnifying Party and the Indemnified Party, and representation of such parties by the same counsel
would be inappropriate due to actual or potential differing interests between them; in the case of clause (ii) above, such separate
counsel may be retained by the Indemnified Party at the expense of the Indemnifying Party. The Indemnifying Party may elect to
settle any claim, action or proceeding defended by it without the written consent of the Indemnified Party provided that such settlement
is limited to payment of monetary damages which are payable in full by the Indemnifying Party and the Indemnified Party is fully
discharged at the time of the settlement from any liability with respect to the claim, action or proceeding, and the Indemnified
Party shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written
consent of the Indemnifying Party so long as the Indemnifying Party is controlling or defending such claim in good faith. The Indemnifying
Party may not enter into any settlement that is not limited to payment of monetary damages without the Indemnified Party’s
prior written consent, which will not be unreasonably withheld. Each of the Sellers and the Purchaser covenant to use all reasonable
efforts to cooperate fully with respect to the defense of any claim, action or proceeding covered by this Section 6.3.


 


 


 


 


 


 


 


 


 


 






    	 	20	 



     

    

 


6.4       Tax
Indemnification.


 


(a)       Notwithstanding
any limitation on indemnification set forth in Section 6.1 or 6.3 of the Agreement and without regard to any other limitation on
liability set forth in the Agreement, after the Closing Date, the Sellers, jointly and severally, will fully indemnify, defend
and hold harmless the Purchaser from and against any and all Damages resulting from, arising out of or relating to Taxes for periods
ending on or before December 31, 2014 or for any Taxes not disclosed in Schedule 2.8, imposed on the Company for, or resulting
from the denial of any deduction or credit claimed for, any taxable period ending on or before the Closing Date.


 


(b)       This
Section 6.4 shall remain in force until expiration of the statute of limitation applicable to the matters referred to within this
Section.


 


6.5       Waiver
of Right to Contribution. Each Seller hereby waives, effective as of the Closing Date, any rights which such Seller may have
against the Company in connection with any contribution or indemnification for payments made after the Closing Date pursuant to
this Agreement or otherwise.


 


6.6       Sole
Remedy. In the event of a breach of a representation or warranty or covenant hereunder, the remedy of the beneficiary of such
representation or warranty or covenant shall be limited solely to the indemnity set forth in this Article VI.


 


ARTICLE VII. Miscellaneous


 


7.1       Expenses.
Each party will pay all of his, her or its own expenses in connection with the negotiation of this Agreement, the performance of
his, her or its obligations hereunder and the consummation of the transactions contemplated hereby. The Sellers may charge any
such expenses to the Company.


 


7.2       Interpretation.
When a reference is made in this Agreement to a Section, Schedule or Exhibit, such reference shall be to a Section, Schedule or
Exhibit of this Agreement unless otherwise indicated. The table of contents contained in this Agreement is for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “included,”
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation.”


 


7.3       Further
Assurances. Each of the parties hereto covenants and agrees to take any and all such further action and to execute, acknowledge
and deliver such instruments, documents and agreements as any other party may reasonably request to effectuate, consummate or confirm
the transactions contemplated hereby.


 


7.4       Amendment
and Waiver. This Agreement may be amended only in a writing executed by the Sellers’ Representative and the Purchaser.
Any provision of this Agreement may be waived by the party entitled to the benefit thereof only in a writing executed by the party
against whom such waiver is sought to be enforced. No waiver shall be deemed a waiver of any other provision of this Agreement,
and no waiver of a breach hereunder shall be deemed a waiver of any other or subsequent breach of this Agreement.


 


 


 


 


 


 


 






    	 	21	 



     

    

 


7.5       Notice.
All notices, demands and other communications to be given or delivered hereunder shall be in writing and will be deemed to have
been given if personally delivered or sent by overnight courier (in each such case delivery will be effective upon receipt) or
by confirmed facsimile to the addresses indicated below or to such other addresses as the parties may specify on notice as herein
provided:


 


	
        If to the Purchaser, to:

         

        Financial Gravity Holdings, Inc.

        800 N. Watters Rd., Ste 120

        Allen, TX 75013

        Telephone: (469)
        342-9100

        Email: john@financialgravity.com

         
	
        With a copy to:

         

        Roger A. Crabb

        c/o Scheef & Stone, LLP

        2700 Ross Tower, 500 N. Akard

        Dallas, TX 75201

        Roger.crabb@solidcounsel.com

	
        If to the Sellers, to:

         

        Edward A. Lyon, Sellers’ Representative

        Tax Coach Software, LLC

        2619 Erie Avenue

        Cincinnati, OH 45208

        513.321.2820

        ELyon@TaxCoachSoftware.com

         
	
        With a copy to:

         

        Jack A. Donenfeld, Esq.

        Donenfeld Law, A Legal Professional Association

        1942 Broadway, Suite 300

        Boulder, CO 80302

        303.482.1800

        JAD@DonenfeldLaw.com



 


7.6       Survival
of Representations, Warranties and Covenants. Notwithstanding any investigation by any party hereto, each of the representations
and warranties of the parties and the related indemnification obligations that are set forth in this Agreement or in any certificate
delivered hereunder shall survive the Closing Date until the first anniversary of the Closing Date (the “Expiration Date”)
except those representations and warranties contained in Section 2.4 and Section 3.4 (Capitalization) which shall survive indefinitely
and Section 2.8 and Section 3.8 (Taxes), and 2.10 and 3.10 (Employee Matters) which shall remain in force until the expiration
of the applicable statute of limitations; provided, however, that delivery by one party to the other of notice of a breach of any
representation or warranty, specifying the breach in reasonable detail, on or prior to the Expiration Date, or the expiration of
the applicable statute of limitations, as the case may be, shall be deemed to preserve such party’s claim solely with respect
to that particular breach of representation and warranty. Those covenants contained in this Agreement that contemplate or may involve
actions to be taken or obligations in effect after the Closing Date shall survive the Closing Date until the expiration of the
applicable statute of limitations.


 


7.7       Binding
Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the
parties hereto and their respective successors. The Sellers may not assign their rights or delegate their duties hereunder without
the prior written consent of the Purchaser, which consent may be granted, withheld or conditioned in the sole and absolute discretion
of the Purchaser. The Purchaser may not assign its rights or delegate its duties hereunder, whether by operation of law or otherwise,
to any non-affiliated third party, without the prior written consent of the Sellers’ Representative, which consent may be
granted, withheld or conditioned in the sole and absolute direction of the Sellers’ Representative.


 


7.8       Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


 


 


 


 


 






    	 	22	 



     

    

 


7.9       Captions.
The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will
not be deemed to limit, characterize or in any way affect any provision of this Agreement and all provisions of this Agreement
will be enforced and construed as if no captions had been used in this Agreement.


 


7.10       Counterparts.
This Agreement may be executed in two or more counterparts, each of which need not contain signatures of more than one party, but
all such counterparts taken together will constitute one and the same instrument. Signatures may be exchanged by telecopy, with
original signatures to follow. Each party to this Agreement agrees that it will be bound by his, her or its own scanned and emailed
signature and that he, she or it accepts the scanned and emailed signatures of the other parties to this Agreement.


 


7.11       Governing
Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Ohio, without
reference to the choice of law provisions thereof. In the event of any dispute arising from or relating to this Agreement or the
breach thereof, the parties hereto shall use their best efforts to settle the dispute. If a dispute arises from or relates to this
contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor
first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures
before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating
to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Cincinnati, Ohio. The arbitration shall
be governed by the laws of the State of Ohio. Each party will, upon written request of the other party, promptly provide the other
with copies of all relevant documents. There shall be no other discovery allowed. Time is of the essence for any arbitration under
this agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. The arbitrator
shall agree to these limits prior to accepting appointment. The arbitrator shall award to the prevailing party or parties, if any,
as determined by the arbitrator, all of their costs and fees. "Costs and fees" mean all reasonable pre-award expenses
of the arbitration, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such as
copying and telephone, court costs, witness fees, and attorneys' fees.


 


7.12       Remedies.
All rights, remedies or powers hereby conferred shall, to the extent not prohibited by law, be deemed cumulative and not exclusive
of any other thereof, or of any other rights, remedies or powers available. No single or partial exercise of any right, remedy
or power by a party shall preclude further exercise thereof. No delay or omission to exercise any right, power or remedy accruing
to a party upon the occurrence of any breach of any warranty, covenant or agreement contained in this Agreement shall impair any
such right, power or remedy or be construed to be a waiver of any such breach or any acquiescence therein or to any similar breach
thereafter occurring.


 


7.13       Public
Announcements. No public announcement concerning the transactions contemplated hereby may be made by any party without the
consent of the others.


 


7.14       Entire
Agreement; Termination of All Prior Agreements between Company and Sellers. This Agreement (including the Exhibits, Schedules,
documents and instruments referred to herein) constitutes the entire agreement and understanding of the parties hereto and thereto
with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written
and oral, between such parties with respect to the subject matter hereof and thereof. Without limitation to the foregoing, each
party hereto understands and agrees that all prior agreements between the Company and any of the Sellers shall terminate effective
as of the Closing.


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	23	 



     

    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement 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


 


 


 


 


 


 


 


 


 


 


 


 






    	 	24	 



     

    

 


EXHIBIT
A


 


Escrow Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	25	 



     

    

EXHIBIT B


 


Amended and Restated Operating Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	26	 



     

    

 


EXHIBIT C


 


Lyon Employment Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	27	 



     

    

 


EXHIBIT D


 


VandeStadt Employment Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	28	 



     

    

 


EXHIBIT E


 


Wells Employment Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	29	 



     

    

 


EXHIBIT F


 


TaxTuneup, LLC Consulting Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	30	 



     

    

 


EXHIBIT G


 


Van Data, LLC Consulting Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	31	 



     

    

 


EXHIBIT H


 


Prima Stortini, Ltd Consulting Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	32	 



     

    

 


SCHEDULES


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	33