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Live Ventures Inc – ‘10-K’ for 9/30/17 – ‘EX-10.10’

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-10.10   —   Amended Warrant


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



Exhibit 10.7

 

AMENDED WARRANT

 

WHEREAS, Live Ventures Incorporated, a Nevada corporation formerly known as LiveDeal, Inc. (the “Company”), has granted certain common stock purchase Warrants (each, a “Warrant”) to Isaac Capital Group LLC, a Delaware limited liability company (the “Holder”), pursuant to one or more written agreements therefor (each, a “Warrant Agreement”), each Warrant exercisable for the purchase of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”);

 

WHEREAS, on December 23, 2016, the Company filed a Certificate of Designation establishing its Series B Convertible Preferred Stock (the “Series B Stock”);

 

WHEREAS, on December 27, 2016, the Company and the Holder entered into that certain Share Exchange Agreement (the “Exchange Agreement”), pursuant to which, inter alia, the Company and the Holder agreed that (i) the Company would issue to the Holder 158,351.8 shares of Series B Stock in exchange for 791,758 shares of Common Stock that the Holder would return to treasury for cancellation, (ii) the terms of each Warrant would be modified as required by the Exchange Agreement, and (iii) the Company and the Holder would execute and deliver one or more Amended Warrant Agreements in accordance therewith;

 

WHEREAS, as of December 27, 2016, the Holder held Warrants for the purchase of up to 590,145 shares of Common Stock and, pursuant to the provisions of the Exchange Agreement, the Company and the Holder desire to modify the relevant Warrant Agreements to provide that the Holder will then hold Warrants exercisable for the purchase of up to 118,029 shares of Series B Stock;

 

NOW, THEREFORE, in consideration of these presents and for such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

 

1.       References to Common Stock or Warrant Share(s). Each reference in a Warrant Agreement to “Common Stock” shall be deemed to refer to Series B Stock. Each reference in a Warrant Agreement to “Warrant Share(s)” shall be deemed to refer to Series B Stock.

 

2.       References to Number of Warrant Shares and to Exercise Price. Each reference in a Warrant Agreement to the number of Warrant Shares shall be divided by five (5). Each economic reference in a Warrant Agreement to “Exercise Price” shall be deemed to multiplied by five (5), as appropriate.

 

3.       References to “Cashless Exercise” Price Calculation. As provided in the Exchange Agreement, “[t]he ‘cashless exercise’ price calculation contained in the Amended Warrant Agreements shall be on an as-if-converted to Common Stock basis with X (as referenced in Section 11(j)(ii) therein) then reduced by the ‘Exchange Ratio’ (as defined in the Exchange Agreement) in connection with the issuance of the post-Amended Warrant Agreements’ Warrant Shares.”

 

4.       No Other Modifications to Warrant Agreement(s). Except as set forth herein, or as otherwise required by the provisions of the Exchange Agreement, no other provisions of the Warrant Agreement(s) are modified hereby.

 

IN WITNESS WHEREOF, the Company and the Holder have executed Amended Warrant as of December 27, 2016.

 

LIVE VENTURES INCORPORATED ISAAC CAPITAL GROUP LLC
By: /s/ Jon Isaac By: /s/ Jon Isaac
  Jon Isaac [name]   Jon Isaac [name]
  President and CEO [title]   CEO [title]

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:1/18/188-K
For Period End:9/30/17NT 10-K
12/27/16
12/23/16
 List all Filings 


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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