SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.4

SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is dated as of February 20, 2020, by, between and among the persons and entities signing this Amended below under the heading “Sellers” (each being referred to individually as “Seller,” and collectively as “Sellers”) and THE PROCACCIANTI GROUP, LLC a Rhode Island limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, Seller and Purchaser are parties to that certain Membership Interest Purchase Agreement with an Effective Date as of January 14, 2020, as amended (collectively, the “Original Agreement”);

WHEREAS, Seller and Purchaser desire to modify certain time periods contained in the Original Agreement as provided herein; and

WHEREAS, unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Original Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1.    Amendments. The following amendments to the Original Agreement shall be effective upon the date hereof:

(a) Inspection Period. The text of Section 14.19 of the Original Agreement is and shall hereby be deleted in its entirety and replaced with the following:

“Inspection Period means the period of time commencing on the Effective Date and terminating at 6:00 pm (Eastern Standard Time) on February 27, 2020.”

2.            No Other Amendment or Modification; Ratification. The Original Agreement remains in full force and effect and is hereby ratified and confirmed by Seller and Purchaser, except with respect to matters set forth in this Amendment. From and after the date hereof, all references to the Agreement shall be deemed to refer to the Original Agreement as amended by this Amendment. In the event of a conflict between the terms and conditions of the Original

Agreement and those set forth in this Amendment, the terms and conditions of this Amendment shall control.

3.            Counterparts; Facsimile and PDF. This Amendment may be executed in any number of counterparts each of which when so executed and delivered shall be deemed to be an original, but all such counterparts shall constitute one and the same agreement. Facsimile and portable document format (PDF) signatures shall have the same force and effect as original signatures.

4.            Amendments. This Amendment may not be changed, modified or terminated, nor may any provision hereunder be waived, except by an instrument executed by the parties hereto.

5.            No Third-Party Beneficiaries. This Amendment is binding on and inures to the benefit of the parties hereto. The provisions of this Amendment are not intended to benefit any third parties.

6.            Entire Agreement. The Original Agreement, as amended by this Amendment, contains all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all agreements heretofore had or made between the parties hereto are merged in the Original Agreement, as amended by this Amendment, which alone fully and completely expresses the agreement of said parties.

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IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the date first written above.

	SELLERS:
	TPG DP JV, LLC,
	a Delaware limited liability company
		By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	Authorized Xxxxxx
		Address:
	ETJ Xxxx Holdings, Inc.
	a Rhode Island corporation
		By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	Authorized Xxxxxx
		Address:
	PRJA Xxxx Holdings, LLC,
	a Delaware limited liability company
		By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	Authorized Xxxxxx
		Address:
	EHI Xxxx Holdings, Inc.
	a Rhode Island corporation
		By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	Authorized Xxxxxx
		Address:

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	PURCHASER:
	THE PROCACCIANTI GROUP, LLC,
	a Rhode Island limited liability company
		By:	/s/ Xxx X. Xxxxx
		Name:	Xxx X. Xxxxx
		Title:	Authorized Xxxxxx

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