Addendum 1 to Asset Purchase Agreement
Exhibit 6.2
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 SDC of Florida, LLC, a Florida limited liability company (“Seller”), Legion SDC, LLC, a Florida limited liability company (“Buyer”), and Xxxxxx X. Xxxxx and Xxx X. Xxxxx (collectively, the “Members”).
WHEREAS, Buyer, Seller, and Members entered into an Asset Purchase Agreement dated April 27, 2018 (“Agreement”), which provides for a First Payment of Two Million and 00/100 Dollars ($2,000,000.00) 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 FIVE HUNDRED THOUSAND Dollars ($500,000) 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 One Million Five Hundred Thousand Dollars ($1,500,000) 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. Two Million and 00/100 Dollars ($2,000,000.00) (the “First Payment”), consisting of a payment of FIVE HUNDRED THOUSAND Dollars ($500,000) 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 One Million Five Hundred Thousand Dollars ($1,500,000) 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 Asset Purchase Agreement on the day and year first written above.
| SELLER | ||
| SDC of Florida, LLC, | ||
| a Florida limited liability company | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Manager | |
| AND | ||
| By: | /s/ Xxx X. Xxxxx | |
| Name: | Xxx X. Xxxxx | |
| Title: | Manager | |
| AND | ||
| By: | /s/ Xxxxxxxx X. Xxxxx | |
| Name: | Xxxxxxxx X. Xxxxx | |
| Title: | Manager | |
| MEMBERS | ||
| /s/ Xxxxxx X. Xxxxx | ||
| Xxxxxx X. Xxxxx | ||
| AND | ||
| Xxx X. Xxxxx | ||
| Xxx X. Xxxxx | ||
| BUYER | ||
| Legion SDC, LLC, | ||
| a Florida limited liability company | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxx | |
| Title: | Manager | |
| 2 |
Exhibit A
First Payment Note (Form)
