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Live Ventures Inc – ‘10-K’ for 9/30/17 – ‘EX-10.11’

On:  Thursday, 1/18/18, at 5:27pm ET   ·   For:  9/30/17   ·   Accession #:  1683168-18-179   ·   File #:  1-33937

Previous ‘10-K’:  ‘10-K’ on 12/29/16 for 9/30/16   ·   Next:  ‘10-K/A’ on 1/19/18 for 9/30/17   ·   Latest:  ‘10-K’ on 12/22/23 for 9/30/23   ·   5 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/18/18  Live Ventures Inc                 10-K        9/30/17   18:1.4M                                   GlobalOne Filings Inc/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    727K 
 2: EX-4.1      Waiver Agreement                                    HTML     20K 
 4: EX-10.10    Amended Warrant                                     HTML     11K 
 5: EX-10.11    Amendment to Warrants                               HTML     16K 
 6: EX-10.30    First Amendment to Loan Agreement                   HTML     19K 
 7: EX-10.31    Second Amendment to Loan Agreement                  HTML     21K 
 8: EX-10.39    Amendment to Employment Agreement                   HTML     12K 
 9: EX-10.46    Employment Agreement                                HTML     47K 
10: EX-10.47    Amendment to Employment Agreement                   HTML     15K 
11: EX-10.55    Reinstatement and First Amendment to Engagement     HTML     18K 
                          Agreement                                              
 3: EX-10.9     Warrant Amendment                                   HTML     13K 
12: EX-21.1     List of Live Ventures Incorporated Subsidiaries     HTML      9K 
13: EX-23.1     Consent of Experts or Counsel                       HTML      7K 
14: EX-23.2     Consent of Experts or Counsel                       HTML      7K 
15: EX-31.1     Certification of Chief Executive Officer            HTML     13K 
16: EX-31.2     Certification of Chief Financial Officer            HTML     13K 
17: EX-32.1     Certification -- Sarbanes-Oxley Act - Sect. 906     HTML      9K 
18: EX-32.2     Certification -- Sarbanes-Oxley Act - Sect. 906     HTML      9K 


EX-10.11   —   Amendment to Warrants


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.8

 

AMENDMENT TO WARRANTS

 

This Amendment to Warrants (this “Amendment”) is made and entered into this 16th day of January, 2018 by and between Live Ventures Incorporated (formerly LiveDeal, Inc.) (the “Company”) and Isaac Capital Group, LLC (the “Investors”).

 

W I T N E S S E T H:

 

WHEREAS, Investor holds the warrants to purchase shares of Series B Convertible Preferred Stock issued by the Company as set forth on Exhibit A attached hereto (the “Warrants”).

 

WHEREAS, the Company believes it is desirable and in the best interests of the Company and the stockholders to extend the period during which the Warrants may be exercised in accordance with the terms hereof.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.       Amendment to Warrants. Each Warrant is hereby amended so that the defined term “Expiration Date” is deleted in its entirety and replaced with the following:

 

“at any time and from time to time from and after the date hereof through and including the date that is five (5) years following the date of issuance set forth above (the “Expiration Date”); provided, however, that if this Warrant remains unexercised on the Expiration Date, then the “Expiration Date” shall be deemed to be automatically extended for a period of two (2) years from the date thereof without any further action on the part of the Holder.”

 

2.       Investor Representations. Investor hereby represents and warrants that (a) Investor is the record owner of the Warrants; (b) Investor has not signed any assignment, power of attorney, or other assignment or authorization respecting the same that is now outstanding and still in force as to such Warrants, and no person, firm, corporation or other entity has, or has asserted, any right, title, claim, equity, or interest in, to, or respecting such Warrants; and (c) Investor has not at any time executed any instrument, document or agreement pursuant to which Investor purported to transfer any right, title, claim, equity or interest in one or more Warrants, and Investor is not bound by any agreement to do any of the foregoing. 

 

3.       Miscellaneous. This Amendment shall be governed by, and construed in accordance with the laws of the State of Nevada applicable to contracts executed in and to be performed in that state, without reference to conflict of laws principles thereof. The descriptive headings contained in this Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

4.       Continuation of Warrants. Except as expressly modified by this Amendment, the Warrants shall continue to be and remain in full force and effect in accordance with their terms. Any future reference to the Warrants shall be deemed to be a reference to the Warrants as modified by this Amendment.

 

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

 

 

 1 
 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective authorized signatories.

 

 

 

LIVE VENTURES INCORPORATED

 

 

By: /s/ Virland A. Johnson                

Name: Virland A. Johnson

Title: Chief Financial Officer

 

 

 

ISAAC CAPTIAL GROUP LLC

 

 

By: /s/ Jon Isaac                                  

Name: Jon Isaac

Title: President and Chief Executive Officer

 

 

 

 

 

 2 
 

 

Exhibit A

 

Warrants

 

Warrant No.   Grant Date   Number of Warrants to Purchase Shares of Series B Convertible Preferred Stock   Exercise Price
             
A   09/10/12   10,914   28.50
B   12/11/12   12,383   24.30
C   03/27/13   54,396   16.60
D   03/28/13   17,857   16.80

 

 

 

 

 

 

 3 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/22/23  Live Ventures Inc.                10-K        9/30/23  126:14M                                    Workiva Inc Wde… FA01/FA
12/16/22  Live Ventures Inc.                10-K        9/30/22  124:21M                                    Donnelley … Solutions/FA
12/28/21  Live Ventures Inc.                10-K        9/30/21  122:21M                                    Donnelley … Solutions/FA
 1/13/21  Live Ventures Inc.                10-K        9/30/20  117:17M                                    ActiveDisclosure/FA
 8/27/20  Live Ventures Inc.                1-A                    6:464K                                   GlobalOne Filings Inc/FA
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Filing Submission 0001683168-18-000179   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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