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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/29/16 Live Ventures Inc 10-K 9/30/16 95:8.6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 672K
2: EX-3.1.6 Certificate of Designation HTML 64K
6: EX-10.22 Spa (Live-Vsi) HTML 361K
7: EX-10.23 Subordinated Acquisition Note HTML 48K
8: EX-10.24 Subordination Agreement HTML 88K
9: EX-10.25 Employment Agreement HTML 115K
10: EX-10.26 Stock Option Agreement HTML 47K
11: EX-10.27 Loan Agreement HTML 246K
12: EX-10.28 Revolving Credit Note HTML 41K
13: EX-10.29 Security Agreement HTML 83K
14: EX-10.30 Vintage Stock - Term Loan Agreement HTML 651K
15: EX-10.31 Form of Note HTML 26K
16: EX-10.32 Security and Pledge Agreement HTML 164K
3: EX-10.7 Note Purchase Agreement HTML 123K
4: EX-10.7A Amendment No. 1 to Note Purchase Agreement HTML 36K
5: EX-10.7B Amendment No. 2 to Note Purchase Agreement HTML 33K
17: EX-23.1 Consent of Experts or Counsel HTML 23K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
20: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
27: R1 Document and Entity Information HTML 52K
28: R2 Consolidated Balance Sheets HTML 113K
29: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
30: R4 Consolidated Statements of Operations HTML 108K
31: R5 Consolidated Statements of Changes in HTML 88K
Stockholders' Equity
32: R6 Consolidated Statements of Cash Flows HTML 169K
33: R7 1. Background and Basis of Presentation HTML 30K
34: R8 2. Summary of Significant Accounting Policies HTML 82K
35: R9 3. Balance Sheet Detail Information HTML 64K
36: R10 4. Goodwill and Other Intangibles HTML 34K
37: R11 5. Derivative Liability HTML 36K
38: R12 6. Notes Payable HTML 70K
39: R13 7. Note Payable, Related Party HTML 26K
40: R14 8. Stockholders' Equity HTML 43K
41: R15 9. Warrants HTML 51K
42: R16 10. Stock-based Compensation HTML 62K
43: R17 11. Earnings (Loss) Per Share HTML 51K
44: R18 12. Related Party Transactions HTML 30K
45: R19 13. Commitments and Contingencies HTML 36K
46: R20 14. Income Taxes HTML 65K
47: R21 15. Concentration of Credit Risk HTML 28K
48: R22 16. Acquisitions HTML 47K
49: R23 17. Segment Reporting HTML 72K
50: R24 18. Subsequent Events HTML 55K
51: R25 2. Summary of Significant Accounting Policies HTML 154K
(Policies)
52: R26 3. Balance Sheet Detail Information (Tables) HTML 76K
53: R27 4. Goodwill and Other Intangibles (Tables) HTML 29K
54: R28 5. Derivative Liability (Tables) HTML 35K
55: R29 6. Notes Payable (Tables) HTML 51K
56: R30 9. Warrants (Tables) HTML 46K
57: R31 10. Stock-based Compensation (Tables) HTML 61K
58: R32 11. Earnings (Loss) Per Share (Tables) HTML 49K
59: R33 13. Commitments and Contingencies (Tables) HTML 29K
60: R34 14. Income Taxes (Tables) HTML 65K
61: R35 16. Acquisitions (Tables) HTML 37K
62: R36 17. Segment Reporting (Tables) HTML 67K
63: R37 2. Summary of Significant Accounting Policies HTML 53K
(Details Narrative)
64: R38 3. Balance Sheet Detail Information (Details) HTML 130K
65: R39 4. Goodwill and Other Intangibles (Details) HTML 40K
66: R40 4. Goodwill and Other Intangibles (Details HTML 49K
Narrative)
67: R41 5. Derivative Liability (Details) HTML 34K
68: R42 6. Notes Payable (Details - Note Payable) HTML 52K
69: R43 6. Notes Payable (Details - Note Payable details) HTML 51K
70: R44 6. Notes Payable (Details - Future Maturities) HTML 40K
71: R45 6. Notes Payable (Details Narrative) HTML 52K
72: R46 7. Note Payable, Related Party (Details Narrative) HTML 34K
73: R47 8. Stockholders' Equity (Details Narrative) HTML 69K
74: R48 9. Warrants (Details - Warrants Outstanding) HTML 58K
75: R49 9. Warrants (Details - Exercise price) HTML 43K
76: R50 10. Stock-based Compensation (Details - Option HTML 67K
activity)
77: R51 10. Stock-based Compensation (Details - Option HTML 52K
price)
78: R52 10. Stock-based Compensation (Details - Non HTML 37K
vested)
79: R53 10. Stock-based Compensation (Details - HTML 33K
Assumptions)
80: R54 10. Stock-based Compensation (Details Narrative) HTML 28K
81: R55 11. Earnings (Loss) Per Share (Details - HTML 62K
Computation of loss per share)
82: R56 11. Earnings (Loss) Per Share (Details - HTML 35K
Antidilutive securities)
83: R57 12. Related Party Transactions (Details Narrative) HTML 25K
84: R58 13. Commitments and Contingencies (Details - HTML 39K
Leases)
85: R59 13. Commitments and Contingencies (Details HTML 28K
Narrative)
86: R60 14. Income Taxes (Details - Income tax expense) HTML 48K
87: R61 14. Income Taxes (Details - reconciliation) HTML 65K
88: R62 14. Income Taxes (Details - Deferred tax assets) HTML 67K
89: R63 14. Income Taxes (Details Narrative) HTML 33K
90: R64 16. Acquisitions (Details - Purchase allocation) HTML 51K
91: R65 16. Acquisitions (Details - Acquisition Income) HTML 33K
92: R66 17. Segment Reporting (Details) HTML 57K
94: XML IDEA XML File -- Filing Summary XML 147K
93: EXCEL IDEA Workbook of Financial Reports XLSX 93K
21: EX-101.INS XBRL Instance -- live-20160930 XML 1.43M
23: EX-101.CAL XBRL Calculations -- live-20160930_cal XML 241K
24: EX-101.DEF XBRL Definitions -- live-20160930_def XML 469K
25: EX-101.LAB XBRL Labels -- live-20160930_lab XML 1.10M
26: EX-101.PRE XBRL Presentations -- live-20160930_pre XML 879K
22: EX-101.SCH XBRL Schema -- live-20160930 XSD 155K
95: ZIP XBRL Zipped Folder -- 0001683168-16-001034-xbrl Zip 151K
Exhibit 10.7b
LIVE VENTURES INCORPORATED
AMENDMENT NO. 2
TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
Up to $10,000,000 Principal Amount
Convertible Notes
Kingston Diversified Holdings LLC
13223 Black Mountain Road, Suite 298
This is Amendment No. 2 (this “Second Amendment”) to that certain Convertible Note Purchase Agreement, dated January 7, 2014, and amended as of October 29, 2014, by and between the undersigned, Live Ventures Incorporated, a Nevada corporation then known as LiveDeal, Inc. (the “Company”), and Kingston Diversified Holdings LLC (the “Purchaser”). Pursuant to such Agreement as so initially amended, the Company proposed to issue and sell to the Purchaser for cash up to $10,000,000 in principal amount of the Company’s Convertible Notes (collectively, the “Notes”). The Notes were to be issued pursuant to and subject to the terms and conditions of such Agreement, as so initially amended (the terms “Agreement” or “Purchase Agreement” as used therein or in any Exhibit or Schedule thereto shall mean such Agreement, as so initially amended, and the Exhibits and Schedules thereto, individually and collectively, as they may from time to time thereafter be modified or amended). As of the date hereof, the Company is not obligated under any Notes to the Purchaser.
1. Explanatory Provisions. This Amendment is executed this 21st day of December, 2016, and memorializes (i) the October 2015 interim agreement of the parties to extend the Maturity Date by 12 months as a compromise between the parties in respect of certain of their respective rights and duties under the Agreement, (ii) the agreement between the parties, reached as of September 15, 2016 (the “Effective Date”), that resulted from the parties’ negotiations during the approximate two-month period that preceded their agreement, and (iii) the prospective exchange of all of the shares of Consideration Common Stock (as defined below) for the shares of Consideration Series B Stock (as defined below).
2. Amendment. This Amendment (i) decreases the maximum principal amount of the Notes from $10,000,000 in principal amount to $2,000,000 in principal amount, (ii) eliminates any and all actual, contingent, or other obligations of the Company to issue to the Purchaser any shares of the Company’s capital stock, or to grant any rights, warrants, options, or other derivatives that are exercisable or convertible into shares of the Company’s capital stock (other than (a) the previously completed conversion by the Purchaser of that certain Note dated October , 2104, into shares of the Company’s common stock as of December 17, 2014, and (b) any conversion rights set forth in any Notes that may be sold by the Company to the Purchaser hereunder), and (iii) authorizes the issuance to the Purchaser of 279,441 shares of the Company’s common stock (collectively, the “Consideration Common Stock”), valued (as of the Effective Date) in the aggregate at $2,800,000. The Purchaser acknowledges that (x) from and after the Effective Date through and including December 31, 2021, it shall not sell, transfer, assign, hypothecate, pledge, margin, hedge, trade, or otherwise obtain or attempt to obtain any economic value from any of such shares or any shares into which they may be converted or for which they may be exchanged, (ii) the certificate(s) representing such shares (or any conversion or exchange shares) shall bear a standard “1933 Act” legend and a supplemental legend to reflect such long-term holding restrictions, and (iii) the company’s transfer agent will place stop transfer instructions on its books and records in respect of each such certificate for the duration of such long-term restriction period.
C:
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3. Exchange of Shares. The Company has advised the Purchaser that the Company expects that it will file a Certificate of Designation of a new series of Preferred Stock (Series B Preferred Stock) on or about December 27, 2016, and has provided to the Purchaser a draft of such Certificate. The Company and the Purchaser have agreed that, rather than certificating the 279,441 shares of the yet-to- be-certificated Consideration Common Stock, the Company will cause to be certificated and delivered to the Purchaser 55,888 shares of Series B Preferred Stock (the “Consideration Series B Stock”) in lieu thereof as soon as practicable following the Company’s filing of the Certificate of Designation with the Secretary of State for the State of Nevada.
4. Incorporation of Definitions, etc. Except as otherwise specifically set forth or memorialized in this Amendment, all of the definitions, obligations, terms, and conditions set forth in the Agreement remain unaltered and in full force and effect.
5. Incorporation Of All Miscellaneous Provisions. All of the Miscellaneous provisions of the Agreement are incorporated herein by reference as if set forth in full hereat.
6. Preparation of Amendment/Independent Counsel. After Purchaser and the Company negotiated between themselves, this Amendment was prepared by Baker & Hostetler LLP, as special counsel to the Company. Baker & Hostetler LLP has not acted as legal or business counsel to any other party, including Purchaser. Purchaser acknowledges that it has had the opportunity to review this Agreement with its own legal and business counsel.
If you are in agreement with the foregoing, please sign in the space provided below.
COMPANY:
LIVE VENTURES INCORPORATED,
a Nevada corporation
By: /s/ Jon Isaac
Name: Jon Isaac
Its: Chief Executive Officer
The foregoing is hereby accepted and
agreed to by the Purchaser signing below:
PURCHASER:
KINGSTON DIVERSIFIED HOLDINGS LLC
By: /s/ Juan Yunis
Name: Juan Yunis
Its: Managing Member
C:
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/21 | None on these Dates | |||
| Filed on: | 12/29/16 | |||
| 12/27/16 | ||||
| For Period end: | 9/30/16 | |||
| 9/15/16 | ||||
| 12/17/14 | ||||
| 10/29/14 | ||||
| 1/7/14 | ||||
| List all Filings | ||||