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.]


 


 






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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


 


 


 


 


 






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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




 


 


 


 


 


 






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