Exhibit 10.12.1


 





FIRST AMENDMENT TO NOTE AND WARRANT
PURCHASE AGREEMENT


 


This First Amendment
to Note and Warrant Purchase Agreement, made and entered into as of April 3, 2012 (“Amendment”), by and
between LiveDeal, Inc., a Nevada corporation (the “Company”), and Isaac Capital Group LLC, a Delaware limited
liability company (“Purchaser”).


 


RECITALS


 


WHEREAS, the
Company and the Purchaser are parties to that certain Note and Warrant Purchase Agreement, made and entered into on April 3, 2012
(“Purchase Agreement”), which provides for the issuance and sale for cash by the Company from time to time of
up to $2,000,000 in principal amount of its Senior Subordinated Convertible Notes (collectively, “Notes”) to
the Purchaser;


 


WHEREAS, the
Company and the Purchaser had intended that: (i) the Warrants (as defined in the Purchase Agreement) be issued upon conversion
of the Notes, and (ii) the Conversion Price (as defined in the Notes) contain a price of $1.00 per share in calculating the
Conversion Price;


 


WHEREAS, contrary
to the intent of the parties, the Purchase Agreement incorrectly: (i) provides, in part, that the Warrants are to be issued
at the closing of the issuance and sale of the Notes; and; (ii) fails to reflect that the Conversion Price is based upon a
floor price of $1.00 per share in calculating the Conversion Price; and


 


WHEREAS, the
parties desire to amend the Purchase Agreement as set forth herein to eliminate any ambiguities and correct the errors referenced
above in these recitals, and to amend various anti-dilution provisions of the Notes and the Warrants.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises hereto, the mutual agreements, promises, covenants and conditions set forth in the Purchase Agreement
and herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as follows:


 


1.Definitions.
Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed to them in the Purchase
Agreement.


 


2.Name and Heading.


 


2.1The name of the
Purchase Agreement, in the second line thereof immediately below the name of the Company, is hereby amended to be “Convertible
Note Purchase Agreement”.


 


2.2The heading of
the Purchase Agreement is hereby amended by deleting the following text, located below the name of the Purchase Agreement and immediately
above the date of the Purchase Agreement, therefrom: “and Warrants for the Purchase of Shares of Common Stock $.001 Par Value
Per Share”.


 


 






    	1



    	 	



    
 


3.Amendments
to Preamble.


 


3.1The first paragraph
of the preamble to the Purchase Agreement is hereby amended by deleting the following text therefrom: “, and Warrants (the
“Warrants”) for the purchase of the outstanding Common Stock (defined below) of the Company on the terms and
conditions set forth in each such Warrant”.


 


3.2The second paragraph
of the preamble to the Purchase Agreement is hereby amended by deleting the text “and Warrants” therefrom.


 


3.3The preamble to
the Purchase Agreement is hereby amended by adding the following new paragraph immediately after the paragraph defining the term
“Common Stock” therein: ““Conversion Shares” shall mean Shares of Common Stock issued or issuable
upon conversion of the Notes (but, for avoidance of doubt, shall not include Warrant Shares).”


 


3.4The preamble to
the Purchase Agreement is hereby amended by adding the following new paragraph immediately preceding the paragraph defining the
term “Securities Act” therein: ““Securities” shall mean the Notes, the Conversion Shares and
Warrants, and the Warrant Shares.”


 


3.5The preamble to
the Purchase Agreement is hereby amended by replacing the text “Warrants” shall have the meaning set forth in
the Preamble” with the text “Warrants” shall mean the warrants, substantially in the form of Exhibit C
hereto, issued or issuable upon conversion of the Notes”.


 


3.6The ultimate sentence
of the preamble to the Purchase Agreement is hereby amended by adding the text “, upon conversion of the Notes, ” immediately
after the text “In connection with the issuance of the Notes and”.


 


4.Amendments
to Section 1. Section 1.4 of the Purchase Agreement is hereby amended by deleting the text “and the Warrants
to be issued to the Purchaser at such Closing” therefrom.


 


5.Amendments
to Section 2. Section 2 of the Purchase Agreement is hereby amended by deleting it in its entirety and replacing
it with the following text: “Section 2. [ INTENTIONALLY OMITTED ]”.


 


6.Amendments
to Section 3.


 


6.1The first paragraph
of Section 3 of the Purchase Agreement is hereby amended by deleting the text “and Warrants”, occurring immediately
after the text “In order to induce the Purchaser to purchase the Notes”, therefrom.


 


6.2Section 3.4(b)
and Section 3.4(c) of the Purchase Agreement are each hereby amended by inserting the text “, upon the conversion thereof,
“ immediately after the text “the Notes and” therein.


 


6.3Section 3.5
of the Purchase Agreement is hereby amended by (a) deleting the text “and Warrants” therein, and (b) inserting
the text “, and upon conversion of the Notes the Warrants will be, ” immediately preceding the text “duly and
properly executed”.


 






    	2



    	 	



    
 


7.Amendments
to Section 4.


 


7.1Section 4.1
of the Purchase Agreement is hereby amended by deleting the text “and the Warrants” therefrom.


 


7.2Section 4.1.1
and Section 4.1.2 of the Purchase Agreement are each hereby amended by deleting the text “and the Warrant” therefrom.


 


8.Amendments
to Section 9. Section 9 of the Purchase Agreement is hereby amended by (a) replacing the text “Warrants”,
wherever it occurs therein, with the text “other Securities”, and (b) inserting the text “and will not be”
immediately preceding the text “registered under the Securities Act” therein.


 


9.Amendments
to Section 12.


 


9.1Section 12.6
of the Purchase Agreement is hereby amended by deleting the text “or the Warrants” therein.


 


9.2Section 12.11
of the Purchase Agreement is hereby amended by deleting the text “shares of Common Stock” therein and replacing such
text with the text “Securities”.


 


10.Amendments
to Exhibit A. Exhibit A to the Purchase Agreement (the “Form of Note”) is hereby amended as follows:


 


10.1The preamble
of the Form of Note is hereby amended by inserting the text “as amended from time to time, ” immediately preceding
the text “the “Note Purchase Agreement”).” therein.


 


10.2Section 2.1
of the Form of Note is hereby amended by deleting it in its entirety and replacing it with the following text:


 


2.1Right to
Convert into Common Stock and Warrant; Conversion Price. Subject to Section 2.5 below, so long as any Principal due
under this Note is outstanding, pursuant to Section 2.2 below, Purchaser may elect to convert, or the Company may cause
the immediate conversion of, all or any portion of the Principal and accrued but unpaid interest into (a) that number of
shares of the common stock of the Company (the “Common Stock”) as is obtained by dividing the dollar
amount of the Principal and accrued but unpaid interest by the applicable Conversion Price per share of Common Stock (the
“Conversion Shares”), and (b) a Warrant exercisable for a period of five years, commencing on the
Conversion Date (as defined below), for a number of shares of Common Stock equal to the number of Conversion Shares issuable
upon conversion pursuant to clause (a) next preceding at an initial exercise price equal to 120% of the Conversion Price then
in effect. Subject to adjustment as provided in Section 2.3 hereof, the “Conversion Price” shall be
an amount equal to 60% of the lesser of :(i) the closing bid price on the First Closing Date; or (ii) the 10-day volume
weighted average closing bid price for the Company’s common stock, in each case as listed on NASDAQ for the 10 business
days immediately preceding the date of the notice of conversion “ Average Price”; provided, however, in no
event shall the Average Price per share be less than $1.00. For example, if the Average Price is $0.50 per share, then for
purposes of calculating the Conversion Price, then the Average Price per share would be $1.00 per share instead of $0.50 per
share.


 


 






    	3



    	 	



    
 


10.3Section 2.3(d)
of the Form of Note is hereby amended by deleting it in its entirety.


 


11.Amendments
to Exhibit C. Exhibit C to the Purchase Agreement (the “Form of Warrant”) is hereby amended as
follows:


 


11.1Section 1
of the Form of Warrant is hereby amended by inserting the text “as amended from time to time, ” immediately preceding
the text “the “Purchase Agreement”),” therein.


 


11.2Section 11(b)
of the Form of Warrant is hereby amended by deleting it in its entirety and replacing it with the following text: “(b)[
INTENTIONALLY OMITTED ]”.


 


11.3Section 11(c)
of the Form of Warrant is hereby amended by deleting it in its entirety and replacing it with the following text: “(c)[
INTENTIONALLY OMITTED ]”.


 


11.4Section 11(d)
of the Form of Warrant is hereby amended by deleting the text “(which shall be subject to Section 11(b)) or Section 11(c),
as applicable), ” therefrom.


 


11.5Section 11(f)(i)
of the Form of Warrant is hereby amended by deleting it in its entirety and replacing it with the following text: “(i)[
INTENTIONALLY OMITTED ]”.


 


11.6Section 11(f)(ii)
of the Form of Warrant is hereby amended by deleting it in its entirety and replacing it with the following text: “(ii)[
INTENTIONALLY OMITTED ]”.


 


12.Effectiveness;
Effect on Purchase Agreement. This Amendment shall be effective upon the execution and delivery of this Amendment by the Company
and the Purchaser. Upon the effectiveness hereof, the Purchase Agreement shall be amended in accordance herewith, this Amendment
shall be incorporated into, and become a part of, the Purchase Agreement for all purposes, and the parties hereto shall be bound
by the Purchase Agreement as so amended. If there is any conflict between the provisions of the Purchase Agreement and the provisions
of this Amendment, the provisions of this Amendment shall prevail. Except as expressly set forth in or contemplated by this Amendment,
the terms and conditions of the Purchase Agreement shall remain in full force and effect in accordance with the terms and conditions
thereof.


 


13.Entire Agreement.
The Purchase Agreement, as amended by this Amendment, contains all the understandings between the parties hereto pertaining to
the matters referred to herein, and supersedes all undertakings and agreements, whether oral or written, previously entered into
by them with respect thereto. The Purchaser represents that, in executing this Amendment, he does not rely, and has not relied,
on any representation or statement not set forth herein made by the Company with regard to the subject matter, bases or effect
of this Amendment or otherwise.


 


14.Counterparts;
Facsimile Execution. This Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute
an original but all of which together shall constitute but one and the same instrument. This Agreement may be executed and delivered
by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature
had been delivered to the other party.


 


15.Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Arizona, without regard
to its conflicts of laws principles.


 






    	4



    	 	



    
 


16.Headings.
All descriptive headings of sections and paragraphs in this Amendment are intended solely for convenience, and no provision of
this Amendment is to be construed by reference to the heading of any section or paragraph. 


 


IN WITNESS WHEREOF,
this Amendment has been duly executed by or on behalf of the parties hereto as of the date first written above.


 


 


 


	“Company”	
        LIVEDEAL, INC., a Nevada
        corporation

         

        By:/s/Tony  Isaac                                    

        Name: Tony Isaac
         Title: Financial Planning and Strategist

	 	 
	“Purchaser”	
        ISAAC CAPITAL GROUP LLC,
        a Delaware limited liability company

        By:/s/ Jon Isaac                                    

        Name: Jon Isaac
         Title: Managing Member





 


 






    	5