Exhibit 10.23a


 


Amendment to Warrant Agreement


 


This Amendment to Warrant
Agreement, dated as of November 29, 2016 (the "Amendment"), hereby amends that certain Warrant dated as of December 4,
2015, (the "Warrant Agreement"), by and between Jay S. Walker (“JSW”), The Upside Commerce Group, LLC (formerly,
Flexible Travel Company, LLC), a Delaware limited liability company (the “Issuer”) and Walker Innovation Inc., a Delaware
Corporation (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Warrant Agreement.


 


WHEREAS, the Warrant
Agreement grants to Holder the right to purchase Class A Common Shares in Issuer pursuant to the terms thereof;


 


WHEREAS, the Issuer
has amended its name to The Upside Commerce Group, LLC, and all references to Flexible Travel Company, LLC in the Warrant Agreement
shall mean and refer to The Upside Commerce Group, LLC;


 


WHEREAS, pursuant to
that certain Warrant Exercise Notice dated November 21, 2016 by Holder to JSW, Holder partially exercised the Warrant Agreement
by purchasing Two Million Five Hundred Thousand (2,500,000) Class A Common Shares of the Issuer pursuant to the terms of the Warrant
Agreement (the “Partial Exercise”);


 


WHEREAS, JSW desires
to enter into the Amendment to account for the Partial Exercise and to reflect that the number of Warrant Shares remaining under
the Warrant Agreement is now Thirteen Million Nine Hundred Thousand (13,900,000) Class A Common Shares of the Issuer.


 


NOW THEREFORE, upon
the mutual covenants of the parties contained herein and other good and valuable consideration which is hereby acknowledged the
parties agree as follows:


 


1.          All
references to “Flexible Travel Company, LLC” in the Warrant Agreement are hereby deleted and substituted with “The
Upside Commerce Group, LLC”;


 


2.          The
opening paragraph of the Warrant Agreement is hereby amended to delete “16,400,000” and substitute in its place “13,900,000.”


 


3.          Section
7 of the Warrant Agreement is hereby amended to delete Paul Hastings LLP as notice party for each of JSW and the Issuer.


 


4.          The
first full paragraph of Exhibit A is hereby amended and restated in its entirety as follows: “The undersigned, pursuant to
the provisions set forth in the Warrant dated as of December 4, 2015, as amended as of November 29, 2106, by and between Jay S.
Walker, The Upside Commerce Group, LLC (formerly Flexible Travel Company, LLC), a Delaware limited liability company (the “Issuer”)
and Walker Innovation Inc. (collectively, the “Amended Warrant”), hereby agrees to subscribe for the purchase of ________________
Class A Common Shares covered by such Amended Warrant and makes payment herewith in full therefor at the price per share provided
by such Amended Warrant. This subscription shall be effective on the date Jay S. Walker has received this Notice of Exercise and
the other items required under the Amended Warrant.


 




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5.          The
original Warrant Agreement dated as of December 4, 2015 delivered in connection with the Partial Exercise shall be returned by
JSW to Holder upon execution of this Amendment and be governed by the terms hereof and therof.


 


6.          Except
as expressly amended hereby, the Warrant Agreement shall remain unmodified and in full force and effect.


 


This Amendment may be executed by electronic
signature and in counterparts.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the undersigned has
executed and acknowledged this Amendment as of the date first above written.


 


	 	JSW:
	 	 
	 	/s/ Jay S. Walker
	 	Jay S. Walker
	 	 
	 	THE UPSIDE COMMERCE GROUP, LLC
	 	 	 
	 	By: 	/s/ Jay S. Walker
	 	Name: 	Jay S. Walker
	 	Its:	Chief Executive Officer
	 	 	 
	 	WALKER INNOVATION INC.
	 	 	 
	 	By: 	/s/ Jonathan Ellenthal
	 	Name: 	Jonathan Ellenthal
	 	Its:	Chief Executive Officer


 






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