IMPORTANT NOTICE
THIS SECURITIES PURCHASE AGREEMENT (THIS "PURCHASE AGREEMENT") CONTAINS CERTAIN
REPRESENTATIONS AND WARRANTIES (THE "REPRESENTATIONS") MADE BY LIVEDEAL, INC.
(THE "COMPANY") IN FAVOR OF THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES TO
THE PURCHASE AGREEMENT.
NO PERSON, OTHER THAN THE PURCHASERS, IS ENTITLED TO
RELY ON SUCH REPRESENTATIONS.
THE PURCHASE AGREEMENT IS FILED IN ACCORDANCE
WITH THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION AS A MATERIAL
DEFINITIVE AGREEMENT, AND IS INTENDED BY THE COMPANY SOLELY AS A RECORD OF THE
AGREEMENT REACHED BY THE PARTIES THERETO.
THE FILING OF THE PURCHASE AGREEMENT
IS NOT INTENDED AS A MECHANISM TO UPDATE, SUPERSEDE OR OTHERWISE MODIFY THE
COMPANY'S PRIOR DISCLOSURES OF INFORMATION AND RISKS CONCERNING THE COMPANY AND
ITS BUSINESS.
INVESTORS AND POTENTIAL INVESTORS SHOULD ALSO BE AWARE THAT (1) THE
REPRESENTATIONS ARE QUALIFIED BY INFORMATION CONTAINED IN THE COMPANY'S PRIOR
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, AND (2) CERTAIN
REPRESENTATIONS ARE NOT INTENDED TO BE AFFIRMATIVE REPRESENTATIONS OF FACTS,
SITUATIONS OR CIRCUMSTANCES, BUT ARE INSTEAD DESIGNED AND INTENDED TO ALLOCATE
CERTAIN RISKS BETWEEN THE COMPANY, ON THE ONE HAND, AND THE PURCHASERS, ON THE
OTHER HAND.
THE USE OF REPRESENTATIONS TO ALLOCATE RISK IS A STANDARDDEVICE IN
AGREEMENTS LIKE THE PURCHASE AGREEMENT.
ACCORDINGLY, STOCKHOLDERS, INVESTORS AND POTENTIAL INVESTORS SHOULD NOT RELY ON
THE REPRESENTATIONS AS AFFIRMATIONS OR CHARACTERIZATIONS OF INFORMATION
CONCERNING THE COMPANY AS OF THE DATE OF THE PURCHASE AGREEMENT, OR AS OF ANY
OTHER DATE.
Securities Purchase Agreement
1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (together with all exhibits, appendices and
schedules hereto, as amended, supplemented, or otherwise modified from time to
time, this "Agreement") is made and entered into as of December 12, 2011, by and
among LiveDeal, Inc., a Nevada corporation (together with its successors, the
"Company"), and the several purchasers identified on the signature pages hereto
(each, together with its successors and permitted assigns, a "Purchaser" and
collectively, together with their respective successors and permitted assigns,
the "Purchasers").
RECITALS
WHEREAS, subject to the terms and conditions set forth in this Agreement and
pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506
promulgated thereunder, the Company desires to issue and sell to the Purchasers,
and the Purchasers, severally and not jointly, desire to purchase from the
Company, certain securities of the Company, as more fully described in this
Agreement.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers,
intending to be legally bound, hereby agree as follows:
ARTICLE I.
DEFINITIONS
1.1
Definitions.
In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms shall have
the meanings ascribed thereto in this Section 1.1:
"Accredited Investor" means an accredited investor, as defined in Rule 501(a)
promulgated by the Commission under the Securities Act.
"Action" means any action, appeal, petition, plea, charge, complaint, claim,
suit, demand,