Addendum 1 to Asset Purchase Agreement

Exhibit 6.4

Addendum 1 to Asset Purchase Agreement

THIS ADDENDUM 1 TO ASSET PURCHASE AGREEMENT (“Addendum 1”) is entered into on the 2nd day of July, 2018 (the “Effective Date”), by and among A.R. Xxxxxx Homes, LLC, a Florida limited liability company (“Seller”), Legion Capital Corp. or its successor, assignee, or nominee, known herein as “Legion ARB, LLC” (“Buyer”), and Xxxxxx X. Xxxxx and Xxxx X. Xxxxxx, XX (collectively, the “Members”).

WHEREAS, Buyer, Seller, and Members entered into an Asset Purchase Agreement dated June 8, 2018 (“Agreement”), which provides for a First Payment of ONE MILLION DOLLARS ($1,000,000) to Seller in cash or by wire transfer of readily available funds at Closing;

WHEREAS, Buyer would like to pay the First Payment through a payment of TWO HUNDRED THOUSAND DOLLARS ($200,000) to Seller in cash or by wire transfer of readily available funds at Closing, together with delivery of a promissory note to Seller in the amount of EIGHT HUNDRED THOUSAND DOLLARS ($800,000) at Closing (“First Payment Note”); and

WHEREAS, Seller and Members would like to proceed to closing in accordance with the revised terms for payment of the First Payment,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:

1. Paragraph 4.B.i. of the Agreement is amended to read as follows:

i.       ONE MILLION DOLLARS ($1,000,000) (the “First Payment”), consisting of a payment of TWO HUNDRED THOUSAND DOLLARS ($200,000) to Seller in cash or by wire transfer of readily available funds at Closing, together with delivery of a promissory note to Seller in the amount of EIGHT HUNDRED THOUSAND DOLLARS ($800,000) at Closing (“First Payment Note”) in substantially the form attached hereto.

2. Any capitalized term not defined herein shall have the meaning attributed to it in the Agreement. Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum 1 to Asset Purchase Agreement on the day and year first written above.

SELLER
A.R. Xxxxxx Homes, LLC,
a Florida limited liability company
By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Manager
AND
By:	/s/ Xxxx X. Xxxxxx, XX
Name:	Xxxx X. Xxxxxx, XX
Title:	Manager
MEMBERS
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
AND
/s/ Xxxx X. Xxxxxx, XX
Xxxx X. Xxxxxx, XX
XXX X. XXXXX
/s/ Xxx X. Xxxxx
Xxx X. Xxxxx
BUYER
Legion ARB, LLC,
a Florida limited liability company
By:	/s/ Xxxx Xxxxxxxxxx
Name:	Xxxx Xxxxxxxxxx
Title:	Manager

2

Exhibit A

First Payment Note (Form)