Exhibit 10.11.2


 


Execution Copy


 


 


 


 


 


 


 


 


 






 


 


 


First Amendment to Combination Agreement


 


entered into by


 


F5 Finishes, Inc., 


 


John Shehadi


 


and


 


JD Shehadi, LLC d/b/a Shehadi Commercial
Flooring


 


 


February 6, 2020


 


 


 


 






 


 


 


 


 


 


 


 


 


 




     


     


    

 


First Amendment to


Combination Agreement


 


This First Amendment to
Combination Agreement (this “First Amendment”) is entered into as of February 6, 2020, by and among F5 Finishes,
Inc. (“F5 Finishes”), John Shehadi ( “Shareholder”), and JD Shehadi, LLC d/b/a Shehadi Commercial
Flooring, a New Jersey limited liability company (the “Company”).


 


Background:


 


A. On
September 16, 2019, F5 Finishes entered into combination agreements for the combination of several companies (the “Combining
Companies”) engaged in the business of selling, installing and maintaining flooring for commercial enterprises (the “Business”),
in exchange for cash and shares of F5 Finishes common stock (the “Consideration”). The Company is one of the
Combining Companies and entered that certain Combination Agreement between F5 Finishes and the Company dated as of September 16,
2019 (the “Company’s Combination Agreement”)


 


B. The Company,
and each of the other Combining Companies, and F5 Finishes now desire to amend the combination agreements to make certain
changes to the Combination Agreements.


 


Now, therefore, in consideration of their
mutual promises and intending to be legally bound, the Parties agree as follows:


 


1.
Definitions


 


Capitalized terms used, but not defined,
in this First Amendment (including in the Background) are defined in the Company’s Combination Agreement.


 


2.
Amendments


 


(a) Section
2.1(a)(3)(ii) shall be deleted in its entirety and replaced with the following: 


 


“(ii) With respect to the Equity
Consideration, Shareholder shall receive that number of shares of F5 Finishes Stock equal to seventy-five percent (75%) of the
Base Consideration divided by 10. In the event that the actual per share price of the F5 Finishes Stock is less than Nine Dollars
($9.00) per share, in addition to that number of shares of the F5 Finishes Stock described in the previous sentence, Shareholder
shall receive a convertible, subordinated promissory note substantially in the form as set forth in Exhibit A (the
“IPO Note”) with the principal amount equal to the Price Differential multiplied by the number of shares Shareholder
is entitled to as Equity Consideration as described in this paragraph. “Price Differential” shall mean the difference
between (i) Nine Dollars ($9.00) per share and (ii) the greater of (x) Seven Dollars ($7.00) per share and (y) the actual IPO Share
Price of the F5 Finishes Stock.”


 




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(b) Section
2.1(a)(4) shall be deleted in its entirety and replaced with the following:


 


“(4) Twenty-five percent (25%)
of the Retained Earnings Distribution will be paid in cash at Closing (“RE Cash Consideration”), twenty-five
percent (25%) of the Retained Earnings Distribution will consist of F5 Finishes Stock (“RE Equity”) and fifty
percent (50%) of the Retained Earnings Distribution will consist of a subordinated promissory note, substantially in the form as
set forth as Exhibit B (the “RE Note”). With respect to the RE Equity, within three Business Days after
Closing, Shareholder will receive that number of shares of F5 Finishes Stock equal to twenty-five percent (25%) of Retained Earnings
Distribution divided by the IPO Share Price. With respect to the RE Note, within three Business Days after Closing (but in force
and effect as of Closing), F5 Finishes will deliver a RE Note payable to Shareholder in the principal amount equal to fifty percent
(50%) of the Retained Earnings Distribution. The Shareholder shall be entitled to the payment of any Closing Date Working Capital
Surplus or any Final Working Capital Surplus if and only to the extent that such Closing Date Working Capital Surplus or Final
Working Capital Surplus exceeds the aggregate amount of the Retained Earnings Distributions. For the avoidance of doubt, the Cash
Consideration shall be reduced by the amount of the Closing Date Working Capital Deficit or the Final Working Capital Deficit,
if any.”


 


(c) Section
8.1(k) shall be deleted in its entirety and replaced with the following: 


 


“(k)
the actual IPO Share Price of F5 Finishes Stock is at least Five Dollars ($5.00) per share;”


 


(d) Section
8.2(f) shall be deleted in its entirety and replaced with the following: 


 


“(f) the actual IPO Share Price
of F5 Finishes Stock is at least Five Dollars ($5.00) per share;”


 


3.
Annex I - Definitions


 


The following definitions shall be deleted
in their entirety from Annex I – Definitions attached to the Company Combination Agreement.


 


“Baseline IPO Share Price is
defined in Section 2.1(a)(3)(ii).”


 


“IPO Valuation is defined in
Section 2.1(a)(3)(ii).”


 


4.
Annex I – Definitions


 


The following definitions shall be added,
alphabetically, to the definitions set forth in Annex I – Definitions attached to the Company Combination Agreement.


 


“RE Cash Consideration is defined
in Section 2.1(a)(4).”


 


“RE Equity is defined in Section
2.1(a)(4).”


 


5. 
No Further Modification.


 


Except as specifically modified or amended
by this First Amendment, all other terms and provisions of the Company Combination Agreement and all Exhibits and Annexes thereto
are incorporated by reference in this First Amendment and in all respects continue in full force and effect.


 


6.
Counterparts


 


This First Amendment may be signed in any
number of counterparts (including by facsimile or portable document format (pdf)), all of which together shall constitute one and
the same instrument.


 




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7.
Governing Law


 


This First Amendment shall be governed by
the internal Laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State
of Delaware or any other state) that would cause the laws of any state other than the State of Delaware to govern this First Amendment.


 


8.
Binding Effect


 


This First Amendment shall
apply to, be binding in all respects upon and inure to the benefit of Parties and their respective heirs, legal representatives,
successors and permitted assigns.


 


[Signature Pages to Follow]


 




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In witness, the Parties have executed this
First Amendment.


 


	 	F5 Finishes, Inc.
	 	 	 
	 	By	/s/ Steven P. Colmar
	 	 	Steven P. Colmar, Chief Executive Officer


 


	 	JD Shehadi, LLC d/b/a Shehadi Commercial Flooring
	 	 	 
	 	/s/ 	John Shehadi
	 	John Shehadi, President
	 	 	 
	 	/s/ 	John Shehadi
	 	John Shehadi


 


 


 


 


First Amendment to DSB Combination Agreement
Signature Page