Exhibit 10.12.2


 


Execution Copy


 


 


 


 


 


 


 


 







 



 


First Amendment to Combination Agreement


 


entered into by


 


F5 Finishes, Inc., 


 


David Triepke and Michelle Triepke


 


and


 


Universal Metro, Inc.


 


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”), David Triepke and Michelle Triepke (as joint owners of all of the issued and outstanding Shares, together
referred to as “Shareholder”), and Universal Metro, Inc., a California corporation (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) shall be deleted in its entirety and replaced with the following:


 


“The Base Consideration shall consist
of F5 Finishes Stock (the “Equity Consideration”). With respect to the Equity Consideration, Shareholder shall
receive shares of F5 Finishes Stock determined by adding (i) the number of shares equal to seventy-five percent (75%) of the Base
Consideration divided by 10 (the “Base Shares”), plus (ii) the number of shares equal to twenty-five
percent (25%) of the Base Consideration divided by the IPO Share Price. 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 aggregate 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 Base Shares Shareholder is entitled to as a portion of 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.”


 


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


 


“(4) (i) At
Closing, F5 Finishes shall pay to Shareholder in cash, fifty percent (50%) of the Retained Earnings Distribution (the “Cash
Consideration”) (subject to adjustment as set forth in this Agreement). Within three (3) Business Days after Closing
(but in force and effect as of Closing), F5 Finishes shall deliver to Shareholder a subordinated promissory note, substantially
in the form as set forth as Exhibit B (the “RE Note”), payable to Shareholder in the principal amount
of fifty percent (50%) of the Retained Earnings Distribution.


 




    1


     


    

 


(ii) 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 Distribution.
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.


 


(iii) The
Cash Consideration shall be adjusted in accordance with Sections 2.1(a)(4)(ii) above, 2.2 and 2.4.”


 


(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


 


(a) 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).”


 


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


 


“Base Shares is defined in Section
2.1(a)(3).”


 


(c) The definition of Cash Consideration
shall be deleted in its entirety from Annex I – Definitions attached to the Company Combination Agreement and replaced with
the following:


 


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


 


4. 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.


 


5.
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.


 


6.
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.


 


7.
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]


 




    2


     


    

 


In witness, the Parties have executed this
First Amendment.


 


	 	F5 Finishes, Inc.
	 	 
	 	By	/s/ Steven P. Colmar
	 	 	Steven P. Colmar, Chief Executive Officer
	 	 
	 	Universal Metro, Inc.
	 	 
	 	/s/ David Triepke
	 	David Triepke, President
	 	 
	 	/s/ David Triepke
	 	David Triepke
	 	 
	 	/s/ Michelle Triepke
	 	Michelle Triepke


 


First Amendment to DSB Combination Agreement
Signature Page