FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 2.2
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this ''Amendment") is entered into as of August 31, 2021 by and among (i) each of the Persons identified as a "Seller" on the signature page hereto (each is a ''Seller'' and collectively are the ''Sellers''); (ii) XXXXX X. XXXXXXX (''Owner''), XXXXXXX INTERESTS, LTD., a Texas limited partnership (''XxXxxxx Interests'', and together with Owner, the "Interest Holders"); (iii) DREAM FINDERS HOLDINGS LLC, a
Florida limited liability company ("Buyer''), Sellers, Interest Holders, and Buyer are referred herein collectively as the "Parties" and individually as a "Party".
RECITALS
A. Sellers, Owner, XxXxxxx Interests, and Buyer are parties to that certain Purchase and Sale Agreement dated June 17, 2021 (the "Agreement").
B. The Parties desire to amend
the Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Agreement.
2. The first sentence of Section 2.10 of the Agreement is amended to read as follows:
Buyer shall have a period, commencing on the Effective Date through September 7, 2021 (the ''Inspection Period''), to perform, during normal business hours and upon at least three days advance notice
to Seller, due diligence with respect to the Purchased Assets (including conducting such tests, studies, surveys, and/or other physical inspections of the Property as Buyer deems necessary or appropriate)
and all
information relating thereto. Buyer's inspections may encompass such matters as, without limitation, title and survey, environmental conditions, soil conditions, siting, access,
traffic patterns, competition, financing,
economic feasibility, platting, zoning, leasing status, and matters involving governmental cooperation.
3. Seller and Buyer acknowledge and agree that, except as amended
herein,
the Agreement
is in
full force and effect and is hereby ratified and confirmed.
4. Any and all terms and provisions of the Agreement are amended and modified wherever necessary, and even though not specifically addressed herein, so as to conform to the amendments set forth in
the preceding paragraphs of this Amendment. If there is any conflict or inconsistency between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment will control and govern.
5. This Amendment may be executed by exchanging signatures by facsimile or e-mail and in several counterparts, and each counterpart when so executed and delivered shall constitute an original of this Amendment,
and all
such separate counterparts
shall constitute
but one and the same Amendment.
EXECUTED to be effective as of the date first above written.
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SELLER:
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MHI PARTNERSHIP, LTD., a Texas limited partnership
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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Founder and Executive Chairman
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MHI MODELS, LTD., a Texas limited partnership
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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CEO and Chairman
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XXXXXXX HOMEBUILDERS, INC., a Texas corporation
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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Founder and Executive Chairman
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FMR IP, LLC, a Texas liability company
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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Founder and Executive Chairman
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2
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HOMECO PURCHASING COMPANY, LTD., a Texas limited partnership
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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Founder and Executive Chairman
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2019 SONOMA, LLC, a Texas limited liability company
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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CEO
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BUYER:
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DREAM FINDERS HOLDINGS LLC, a Florida limited liability company
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By:
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/s/ Xxxxxx X. Xxxx, Xx.
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Name:
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Xxxxxx X. Xxxx, Xx., Esq.
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Title:
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General Counsel and Vice President
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INTEREST HOLDERS:
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/s/ Xxxxx X. XxXxxxx
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XXXXX X. XXXXXXX, an individual
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XXXXXXX INTERESTS, LTD., a Texas limited partnership
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By:
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/s/ Xxxxx X. XxXxxxx
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Name:
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Xxxxx X. XxXxxxx
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Title:
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Managing General Partner
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Signature Page to First Amendment to
