Exhibit 10.1

second AMENDMENT

TO

amended and restated operating AGREEMENT

This SECOND AMENDMENT (this “Amendment”) to the Amended and Restated Operating Agreement (the “Agreement”) of LM Capital Solutions, LLC (the “Company”) is made and entered into as of July 17, 2020, by and among the Company, AZOKKB, LLC (formerly known as LuxeMark Capital LLC), a New York limited liability company (the “Rollover Member”), CCUR Holdings, Inc., a Delaware corporation (the “CCUR Investor”) and the members of the Board of Managers of the Company. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Company, the CCUR Investor and the Rollover Member desire to amend the Agreement to, among other things, (a) effect a reorganization pursuant to which, following such reorganization, the CCUR Investor shall hold 51% of the issued and outstanding Class A Units and the Rollover Member shall hold 49% of the issued and outstanding Class A Units (the “Reorganization”), (b) provide for equitable responsibility among the Members for the Company’s continuing real property lease obligations and (c) grant to the Rollover Member, subject to certain terms and conditions, an option to purchase all of the Class A Units of the CCUR Investor; and

WHEREAS, pursuant to Section 18.1 of the Agreement, the Agreement may be amended in writing, which writing is approved by the Company’s Board of Managers and CCUR Holdings, Inc. (the “CCUR Investor”); and

WHEREAS, the Rollover Member joins in on this Amendment in order to evidence its consent to the actions and agreement to the amendments contained herein.

NOW, THEREFORE, it is hereby agreed as follows:

1.                   Distribution of Net Cash Flow. The parties hereto agree that within five (5) business days following the date hereof, the Company shall make a distribution of net cash flow pursuant to Section 5.1(b) of the Agreement to the CCUR Investor and the Rollover Member (collectively, the “Members”) in an aggregate amount equal to $1,572,000, less any amounts previously distributed to the Members with respect to the period from January 1, 2020 through the date hereof, which represents the amount its net cash flow from January 1, 2020 to May 31, 2020 (the “Distributed Period”), which shall be distributed in accordance with the respective ownership of Class A Units of the Members before giving effect to the Redemption contemplated by Section 2 of this Amendment. The Members agree that, upon the making of such distribution, the Company shall not be obligated, and the Members shall have no rights to any further Distributions with respect to the Distributed Period. For the avoidance of doubt, net cash flow for the period from the end of the Distributed Period until and including the date hereof shall be distributed in accordance with Section 5.1(b) of the Agreement and in accordance with the respective ownership of the Class A Units of the Members before giving effect to the Redemption contemplated by Section 2 of this Amendment.

2.                   Redemption of Class A Units. As of the date hereof, the Company hereby redeems 5,918.3673 Class A Units from the CCUR Investor, such that the ownership of the Company is as set forth on Exhibit 3.1 hereto (the “Redemption”). Exhibit 3.1 to the Agreement is hereby amended by deleting it in its entirety and substituting Exhibit 3.1 to this Amendment in lieu thereof.

3.                   Option to Purchase. A new Section 12.5 is hereby added to the Agreement and shall read as follows:

“Section 12.5. Rollover Member Option to Purchase. Subject to the limitations and conditions described herein, upon the repayment in full of all principal, accrued and unpaid interest and all fees and expenses under, contemplated by or associated with the Investor Note or the repayment thereof (the “Investor Note Repayment Date”), from the date of the Investor Note Repayment Date until the date that is two (2) years after the Investor Note Repayment Date (such period, the “Option Exercise Period”), the Rollover Member shall have the right to purchase all of the CCUR Investor Units from the CCUR Investor for the price of One Dollar ($1) by delivering notice to the CCUR Investor of the exercise of such right during the Option Exercise Period. Within sixty (60) days following the delivery of the notice contemplated by the preceding sentence, the Rollover Member shall make payment of the purchase price in immediately available funds to such account or accounts as may be designated by the CCUR Investor and shall execute documentation reasonably satisfactory to the CCUR Investor to consummate the purchase of the CCUR Investor Units. In connection with the purchase of the CCUR Investor Units, the parties will work together in good faith to negotiate an appropriate release by the Rollover Member and the Company of the CCUR Investor and its Affiliates mutually agreeable to the CCUR Investor and the Rollover Member (which release, for the avoidance of doubt, shall not include a release with respect to such purchase documentation).

4.                   The following definitions shall be added in Article I of the Agreement in such respective locations as is proper for the definitions in the Agreement to be organized alphabetically:

“Investor Note” means that Master Promissory Note (Demand) by and between the CCUR Investor and the Company, dated as of February 13, 2019, as amended.

“Investor Note Repayment Date” has the meaning set forth in Section 12.5.

“Option Exercise Period” has the meaning set forth in Section 12.5.

“Second Amendment Date” means July 17, 2020.

5.                   Amendment to the Investor Note. Pursuant to Section 3.8(c) of the Agreement, the Rollover Member has a right to consent to an amendment of an agreement or transaction with an Affiliate of the Company. As of even date hereof, the Company is entering into an Amendment to that certain Master Promissory Note (Demand) by and between the CCUR Investor and the Company, dated as of February 13, 2019, as amended (the “Amendment to Note”). As the CCUR Investor may be deemed an Affiliate of the Company under Section 3.8(c) of the Agreement, the Rollover Member hereby consents to the Company entering into the Amendment to Note, and the parties hereto hereby agree that such consent shall meet the requirements of Section 3.8(c) of the Agreement.

6.                   Effect of Amendment. This Amendment shall not constitute an amendment of any provision of the Agreement not expressly amended herein and shall not be construed as an amendment, waiver or consent except as expressly stated herein. The provisions and agreements set forth herein shall not establish a custom or course of dealing or conduct between the parties hereto. The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is in all respects ratified and confirmed hereby.

7.                   Reference to the Agreement. After giving effect to this Amendment, unless the context otherwise requires, each reference in the Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment.

8.                   Miscellaneous. This Amendment may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party hereto. This Amendment and all disputes or controversies arising out of or related to this Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to its conflicts of law principles. The provisions of Article 19 of the Agreement shall apply to this Amendment mutatis mutandis as if set forth herein.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

Exhibit 3.1

UNIT HOLDERS OF THE COMPANY

Exhibit 10.2

WAIVER AND RELEASE

This WAIVER AND RELEASE (this “Waiver”) is made and entered into as of July 17, 2020, by and between LM Capital Solutions, LLC, a New York limited liability company (the “Buyer”), AZOKKB, LLC (formerly known as LuxeMark Capital LLC), a New York limited liability company (the “Seller”), Kamil Blaszczak (“Blaszczak”), Oskar Kowalski (“Kowalski”) and Avraham Zeines (“Zeines” and, collectively with Blaszczak and Kowalski, the “Seller Principals”). Capitalized terms used but not defined in this Waiver shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement by and between the Buyer, the Seller and the Seller Principals, dated February 13, 2019 (the “Agreement”).

WHEREAS, the Seller Principals own all of the issued and outstanding equity interests of the Seller.

WHEREAS, pursuant to the Agreement, the Seller has the potential to earn a Performance Based Earn-Out for each of the years ending in December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022, up to a maximum aggregate amount of $4,000,000 (the “Potential Earn-Out Payments”).

WHEREAS, in connection with the transactions contemplated by that certain Assignment and Assumption Agreement dated as of even date herewith by and between the Buyer and the Seller (the “A&A Agreement”), the Seller has agreed to terminate the earnout construct contemplated by the Agreement, which it intends to effect through a waiver of all of Seller’s and the Seller Principals’ respective rights to the Potential Earn-Out Payments and the termination and release of the Buyer’s obligations and the obligations of any person or entity that directly or through one or more intermediaries controls or is controlled by or is under common control with or any person or entity who is a member, manager, officer or principal of (the “Affiliates”) the Buyer to pay any amounts in respect of the Potential Earn-Out Payments, it being to the mutual benefit of all to do so.

WHEREAS, the Buyer, the Seller and the Seller Principals (as indirect beneficiaries of the Agreement and Potential Earn-Out Payments through their ownership of the Seller) desire, as a condition to entering into the A&A Agreement and consummating the transactions contemplated thereby, to amend the Agreement to terminate and waive the Buyer’s (and any of its Affiliates’) obligations to pay any amounts in respect of the Potential Earn-Out Payments and all rights of the Seller, any of the Seller Principals or any of their respective Affiliates to the Potential Earn-Out Payments, as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, including without limitation the entry into and the consummation of the transactions contemplated by the A&A Agreement, the receipt and sufficiency of which are hereby conclusively acknowledged, the Buyer, the Seller and the Seller Principals hereby agree as follows:

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Waiver as of the date first written above.

[Signature Page to Waiver and Release]

Exhibit 10.3

OMNIBUS TERMINATION

OF

COMMON STOCK PURCHASE WARRANTS

THIS OMNIBUS TERMINATION OF COMMON STOCK PURCHASE WARRANTS (this “Termination”) is made and entered into as of July 17, 2020, by and between CCUR Holdings, Inc., a Delaware corporation (the “Company”), Kamil Blaszczak (“Blaszczak”), Oskar Kowalski (“Kowalski”) and Avraham Zeines (“Zeines” and, collectively with Blaszczak and Kowalski, the “Holders”).

WHEREAS, in connection with the purchase by LM Capital Solutions, LLC, a wholly owned subsidiary of the Company, of substantially all of the assets of AZOKKB, LLC (formerly known as Luxemark Capital LLC), the Company issued the following common stock purchase warrants to the Holders: (a) that certain Common Stock Purchase Warrant dated as of February 13, 2019 by the Company for the benefit of Blaszczak, (b) that certain Common Stock Purchase Warrant dated as of February 13, 2019 by the Company for the benefit of Kowalski, and (c) that certain Common Stock Purchase Warrant dated as of February 13, 2019 by the Company for the benefit of Zeines ((a), (b), and (c), collectively, the “Warrants”).

WHEREAS, in connection with the transactions contemplated by that certain Assignment and Assumption Agreement dated as of even date herewith by and between LM Capital Solutions, LLC and AZOKKB, LLC (the “A&A Agreement”), the Company and the Holders desire, as a condition to entering into the A&A Agreement and consummating the transactions contemplated thereby, to terminate the Warrants and all rights and obligations related thereto arising therefrom.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, including without limitation the entry into and the consummation of the transactions contemplated by the A&A Agreement, the receipt and sufficiency of which are hereby conclusively acknowledged, the Company and each of the Holders hereby agree as follows:

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Termination as of the date first written above.

COMPANY

CCUR HOLDINGS, INC.

By: /s/ Igor Volshteyn

Name: Igor Volshteyn

Title: COO/President

HOLDERS

/s/ Avraham Zeines

AVRAHAM ZEINES

/s/ Kamil Blaszczak

KAMIL BLASZCZAK

/s/ Oskar Kowalski

OSKAR KOWALSKI

Exhibit 10.4

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of July 17, 2020 (“Effective Date”), by and between LM CAPITAL SOLUTIONS, LLC, a New York limited liability company (“Assignor”), and AZOKKB, LLC (formerly known as Luxemark Capital LLC), a New York limited liability company (“Assignee”).

Recitals

A.       Assignor is a party to commercial agreements as set forth on Exhibit A attached hereto (together with any amendments, modifications or restatements thereto or thereof, the “Portfolio Documents”) representing rights, covenants, agreements, liabilities and obligations (the “Obligations”) of the counterparties to the Portfolio Documents (such Persons (as defined below), the “Funders”) and Assignor with respect to one another.

B.       Assignee is purchasing from Assignor all of Assignor’s right, title and interest in the Portfolio Documents, including the Portfolio Documents themselves (collectively, the “Assigned Rights”), in consideration for the Final Purchase Price (as defined below) and the assumption of all of Assignor’s liabilities and obligations under the Portfolio Documents other than liabilities under the KCG Agreement (the “Assumed Liabilities”); provided, that, notwithstanding anything herein to the contrary, Assignee is purchasing only the right to receive participation payments under the KCG Agreement and is not assuming any liabilities thereunder; provided, further, that, notwithstanding anything herein to the contrary, the right to receive participation payments under the KCG Agreement shall be the only right under the KCG Agreement included in the Assigned Rights.

C.       Concurrently with the execution and delivery of this Agreement, (i) Assignor, Assignee and CCUR Holdings, Inc., a Delaware corporation (“CCUR”), are entering into that certain Consent and Amendment to Assignor’s Amended and Restated Operating Agreement, (ii) Assignor and CCUR are entering into that certain Amendment and Waiver to Master Promissory Note by and between Assignor and CCUR, (iii) Assignor, CCUR, Avraham Zeines (“Zeines”), Oskar Kowalski (“Kowalski”) and Kamil Blaszczak (“Blaszczak”) are entering into that certain Waiver and Amendment to Asset Purchase Agreement, (iv) CCUR, Zeines, Kowalski and Blaszczak are entering into that certain Omnibus Common Stock Purchase Warrant Termination, and (v) Assignor and Newco Capital Group, LLC are entering into that certain Engagement Agreement (such documents referenced in (i), (ii), (iii), (iv) and (v), collectively, the “Ancillary Documents”).

Agreement

NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained herein and in the Ancillary Documents and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, mutually agree as follows:

1.       Effective as of the Effective Date, in consideration of the payment by Assignee to Assignor of the Final Purchase Price (as defined below) and the assumption by the Assignee of the Assumed Liabilities, Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, the Assigned Rights, including without limitation all (i) claims (including “claims” as defined in the United Stated Bankruptcy Code section 101(5)), suits, causes of action and any other rights of Assignor, whether known or unknown, against the Funders or otherwise under the Portfolio Documents; and (ii) amounts owed or payable to Assignor under or in connection with the Portfolio Documents, in each case, without representation, warranty or recourse (except as set forth in Section 2 below). In addition to the foregoing, Assignee shall pay all transfer taxes and any applicable documentary taxes required to be paid by either Assignor or Assignee in connection with the transactions contemplated by this Agreement.

2.       (a) At the closing of the transactions contemplated hereby, which shall take place via the remote exchange of electronic signature pages (the “Closing”), (i) the Assignee shall pay to the Assignor the Initial Purchase Price (as defined below) via wire transfer of immediately available funds to an account designated by the Assignor on or prior to the Effective Date and (ii) the parties to the Ancillary Documents shall deliver the signature pages thereto and the transactions contemplated thereby shall be effective. The “Purchase Price” shall mean an aggregate amount equal to the average RTR/TCP balances with respect to each Funder (1) as of the close of business in the United States on July 16, 2020 with respect to the KCG Agreement and (2) as of the close of business in Australia on July 17, 2020 with respect to the BizCap Agreements, in each case calculated consistent with the example calculation set forth as Exhibit B hereto and in a manner consistent with past practice, and shall mean an amount equal to One Million One Hundred Fifty Four Thousand Eighty Dollars and Thirty Two Cents ($1,154,080.32).

(b) Following the Closing, Assignor shall accept any funds paid to it by the Funders with respect to Obligations that have been assigned to the Assignee hereunder. In the event that Assignor receives any such payment after the Effective Date other than with respect to Effective Date Cash (as defined below), Assignor shall promptly turn over the same to the Assignee. Assignor shall be entitled to keep for its own account any payments it receives after the Effective Date with respect to Effective Date Cash.

(c) Following the Closing, in the event that Assignee receives any payment after the Effective Date with respect to Effective Date Cash, Assignee shall promptly turn over the same to Assignor. “Effective Date Cash” means amounts held by Funders in cash as of the Effective Date pursuant to the Portfolio Documents (as opposed to amounts that, as of the Effective Date, have been deployed by Funders in connection with merchant cash advance activity) including without limitation or duplication amounts set forth in Exhibit C hereto.

3.       Assignor hereby represents and warrants to and for the benefit of Assignee that (i) it has the full power and authority to execute, deliver and perform all of the terms of this Agreement; (ii) this Agreement constitutes the legal, valid and binding obligation of Assignor, enforceable in accordance with its terms; (iii) the execution and delivery of this Agreement and the performance by Assignor of its obligations hereunder will not violate or contravene any law, rule, regulation, judgment, order, decree, writ or injunction to which Assignor is subject; (iv) it has full right, title and interest, as lender, in and to the Portfolio Documents and the Obligations thereunder; (v) it has not sold, assigned, transferred or otherwise conveyed all or any part of its interest therein and (vi) no broker or other party entitled to a commission is involved in connection with this transaction. Assignor acknowledges and agrees that Assignee would not be entering into this Agreement without the concurrent execution and delivery of the Ancillary Documents and that the entry into Ancillary Documents by the other parties thereto constitute a material inducement to Assignee to enter into this Agreement.

4.       Assignee hereby represents and warrants to and for the benefit of Assignor that (i) it has the full power and authority to execute, deliver and perform all of the terms of this Agreement; (ii) this Agreement constitutes the legal, valid and binding obligation of the Assignee, enforceable in accordance with its terms; (iii) the execution and delivery of this Agreement and the performance by Assignee of its obligations hereunder will not violate or contravene any law, rule, regulation, judgment, order, decree, writ, or injunction to which Assignee is subject; and (iv) no broker or other party entitled to a commission is involved in connection with this transaction. Assignee acknowledges and agrees that Assignor would not be entering into this Agreement without the concurrent execution and delivery of the Ancillary Documents and that the entry into Ancillary Documents by the other parties thereto constitute a material inducement to Assignee to enter into this Agreement.

5.       Each party further represents and warrants to and for the benefit of the other party that, assuming the accuracy of the representations and warranties made by the other party below:

(i)       none of such party, or any of its officers, directors, or controlling persons is a Person that is, or is owned or controlled by Persons that are, in violation of any Anti-Terrorism Laws;

(ii)        none of such party, or any of its officers, directors, or controlling persons is a Person that is, or is owned or controlled by Persons that are: (A) the subject of any Sanctions, or (B) organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; and

(iii)       it is materially in compliance with the U.S. Foreign Corrupt Practices Act, as amended (15 U.S.C. Section 78dd-1, et seq.), and any applicable laws or regulations relating thereto.

For purposes of this Agreement:

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity;

“Anti-Terrorism Law” means any requirement of law, regulation or rule related to the prohibition and prevention of money laundering or financing terrorism, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the “USA PATRIOT Act,” Title III of Pub. L. 107-56), The Currency and Foreign Transactions Reporting Act, as amended (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5314, 5315-5332 and 12 U.S.C. §§ 1829b and 1951-1959), the Trading With the Enemy Act, as amended (50 U.S.C. § 1 et seq.), and Executive Order 13224 (effective September 24, 2001); and

“Sanctions” means, sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), U.S. Department of State, or other relevant sanctions authority.

6.       Except as expressly set forth in Sections 2 and 5 above, Assignor makes no representation or warranty, express or implied, at law or in equity, with respect to the Portfolio Documents or the Obligations, including, without limitation, enforceability, liability or collectability. Assignee acknowledges and agrees that, other than payments due pursuant to 2(b), it will look solely to Funders for the payment of the Obligations represented by the Portfolio Documents. Assignee has entered into this Agreement solely upon its own independent investigation and credit analysis and is not relying upon any information supplied by or any representations made by Assignor, except as set forth in Section 2. Assignee hereby acknowledges and agrees that, except as expressly set forth in this Agreement, Assignee is purchasing the Portfolio Documents and the Obligations thereunder on an “as-is, where-is” basis, and without recourse. Assignee has had the opportunity to engage legal counsel and has performed such due diligence which it deems necessary and appropriate in connection with the assignment contemplated hereunder. Assignee represents to Assignor that it understands that enforcement of the Portfolio Documents in respect of the Obligations may not result in collection of all or any of the sums due thereunder. Assignee assumes all risks, including risk of loss, counterclaims, defenses and delays, and the cost of enforcement of claims with respect to the Portfolio Documents and the Obligations, and understands that the nature of the enforcement thereof may be adversarial, and subject to actual or potential claims and defenses of the Funders or other third parties.

7.       Assignee acknowledges and agrees that the Portfolio Documents shall not include any correspondence, memoranda, credit analysis, term sheets, proposals, compliance certificates, accounts receivable or inventory reports, or marketing plans of Assignor or other writings of a similar nature relating to the administration of the Obligations and the Portfolio Documents. Assignee waives any right or claim that it may have by virtue of this Agreement to review any documentation that Assignor or its counsel may have other than the Portfolio Documents.

8.       Each of Assignor and Assignee agrees that except (i) as may be necessary to implement and enforce the terms of this Agreement, (ii) as may be required by law, legal process, by an order, judgment or decree of a court of other governmental authority of competent jurisdiction, (iii) disclosures to its own employees, professionals or representatives, or (iv) to comply with or meet regulatory or operational requirements, it shall not disclose to any Person the existence of, or terms and conditions of, this Agreement or any document executed or delivered in connection herewith. After the Effective Date, to the extent not previously disclosed in connection with the solicitation of any consent required under the Portfolio Documents by any Funder in connection with the transactions contemplated by this Agreement, each of Assignor and Assignee may disclose to the Funders the existence of this Agreement but not the Purchase Price.

9.       Assignee, for itself and its successors and assigns, hereby accepts the assignment of, and assumes the obligations arising under, the Assumed Liabilities and the Portfolio Documents in accordance with their terms, and the Assignee shall, as of the Effective Date, assume and thereafter honor and fully perform the obligations and liabilities of Assignor arising under the Portfolio Documents, including with respect to the Assumed Liabilities, after the Effective Date.

10.       Reserved.

11.       Assignee agrees to submit all Internal Revenue Service Forms and Information Returns and other required or appropriate filings, if and when applicable, with all state, federal and local governing bodies with respect to the Obligations relating to the period during which it owns the Portfolio Documents and Obligations.

12.       Assignee acknowledges that it may acquire confidential information from Assignor that may include “nonpublic personal information” as that term is defined in 15 U.S.C. 6809 concerning customers and agrees that it will not use or disclose any such confidential information except for the purposes contemplated by this Agreement. Assignee shall maintain policies and procedures designed to: (1) ensure the security and confidentiality of confidential information; (2) protect against any anticipated threats or hazards to the security or integrity of confidential information; and (3) protect against unauthorized access to or use of confidential information that could result in substantial harm or inconvenience to any present or former customer of Assignor.

13.       The parties agree to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered all further acts, assignments, documents, instruments, transfers and assurances as may reasonably be requested of them in order to carry out and give effect to this Agreement. Except as otherwise expressly provided in this Agreement, Assignee and Assignor shall each bear its own respective costs and expenses, including attorneys’ fees, in connection with this Agreement and the transactions contemplated herein

14.       This Agreement will in all respects be governed by and construed in accordance with the laws of the State of New York. Assignor and Assignee hereby submit to the exclusive jurisdiction of any state or federal courts located in New York County, New York with respect to any matters relating to this Agreement.

15.       This Agreement constitutes the entire agreement of the parties and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement may only be amended in a writing signed by the parties hereto. The declaration of invalidity of any provision of this Agreement shall not affect any part of the remainder of the provisions.

16.       This Agreement will be binding upon and inure to the benefit of Assignor and the Assignee and their respective successors and assigns. The parties relationship is that of buyer and seller; the parties are not partners or joint venturers and neither party has any authority to represent, obligate or bind the other with respect to any third party.

17.       This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement.

18.       ASSIGNEE AND ASSIGNOR HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

ASSIGNOR:

LM CAPITAL SOLUTIONS, LLC

By: /s/ Igor Volshteyn

Print Name: Igor Volshteyn

Title: President

Assignor’s Address for Notice:

LM Capital Solutions, LLC

c/o CCUR Holdings, Inc.

6470 East Johns Crossing, Suite 490

Duluth, GA 30097

Attention: Heather Asher

Telephone Number: 770.305.6796

Email: heather.asher@ccurholdings.com

With copy to:

Moore & Van Allen PLLC

100 N. Tryon Street, Suite 4700

Charlotte, NC 28202

Attention: Mike Miller

Telephone Number: 704.331.1057

Email: michaelmiller@mvalaw.com

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

ASSIGNEE:

AZOKKB, LLC

By: /s/ Avraham Zeines

Name: Avraham Zeines

Title: Member

Assignee’s Address for Notice:

55 Broad St., 9^th Floor

New York, NY 10004

Phone: 718-755-9286

Email: abe@abezeines.com

With copy to:

Exhibit 10.5

EXECUTION VERSION

FIRST AMENDMENT TO MASTER PROMISSORY NOTE (DEMAND)

THIS FIRST AMENDMENT TO MASTER PROMISSORY NOTE (DEMAND) (“Amendment”) is made effective as of July 17, 2020, by and among CCUR HOLDINGS, INC. (the "Lender") and LM CAPITAL SOLUTIONS, LLC, a New York limited liability company (the “Borrower”).

RECITALS:

WHEREAS, the Borrower has executed and delivered in favor of the Lender the Master Promissory Note (Demand) dated as of February 13, 2019 in the principal amount of $10,350,000 (as amended, restated, supplemented or otherwise modified from time to time, the “Promissory Note”); and

WHEREAS, Borrower has notified the Lender of an upcoming transaction that would otherwise constitute an Acceleration Event (as defined in the Promissory Note); and

WHEREAS, the Lender is willing to amend the Promissory Note; and

WHEREAS, to accomplish the foregoing, the parties hereto have agreed to modify certain terms of the Promissory Note.

NOW THEREFORE, in consideration of the Recitals and the mutual covenants and conditions set forth in the Promissory Note, the other documents and instruments executed in connection with the Promissory Note (together with the Promissory Note, the “Loan Documents”) and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Loan Documents shall be amended by this Amendment as more specifically set forth herein. Defined terms utilized in this Amendment and not otherwise defined herein shall have the meanings given to them in the Promissory Note as the same is amended hereby.

1.                  Reaffirmation of Existing Debt. The Borrower acknowledges and confirms as of the date hereof (a) that the Borrower’s obligation to repay the outstanding principal amount of the Loans is unconditional and not subject to any offsets, defenses or counterclaims, (b) that the Lender has performed fully all of its respective obligations under the Promissory Note and the other Loan Documents, and (c) by entering into this Amendment, the Lender does not waive or release any term or condition of the Promissory Note or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable law or any of the obligations of the Borrower thereunder.

2.                  Amendments to Promissory Note.

(a)                The section titled “Covenants.” is hereby amended and restated to read as follows:

Covenants. At all times during the term hereof and so long as any Loan hereunder remains outstanding:

(a)       The Borrower shall not make any dividend or other distribution without the consent of the Lender;

(b)        The Borrower shall not make any payments to (whether as an operating expense, consultant fee or otherwise) Avraham Zeines, Oskar Kowalski or Kamil Blaszczak;

(c)       On the 20th day of each month, the Borrower shall repay, in an amount equal to Excess Cash as of the last day of the immediately preceding month, (i) first, accrued and unpaid interest and (ii) second, the outstanding principal amount of the Note. “Excess Cash” shall mean all revenue minus operating expenses and agreed upon distributions (which shall not include, for the avoidance of doubt, management fees, consultant fees or any payments prohibited to be made by the Borrower under this Note); and

(b)                The section titled “Acceleration.” is hereby amended and restated to read as follows:

Acceleration. If any of the following events occurs (each an “Acceleration Event”), then the entire debt outstanding under this Note will automatically be due immediately (without prior notice): (a) upon demand by the Lender, (b) the Borrower files a bankruptcy petition, a bankruptcy petition is filed against the Borrower, or the Borrower makes a general assignment for the benefit of creditors, (c) a receiver or similar official is appointed for a substantial portion of the Borrower’s business, or the business is terminated, or, the Borrower is liquidated or dissolved or (d) a Change of Control has occurred. “Change of Control” means the Lender shall cease to own and control, of record and beneficially, at least 51% of the outstanding equity interests of the Borrower.

3.                  Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Lender as follows:

(a)                All of the agreements, acknowledgments, covenants, representations and warranties of the Borrower set forth in the existing Loan Documents, as the same are amended hereby, are hereby made again by the Borrower as of the date of this Amendment and are all true and correct in all respects as of the date hereof;

(b)                There has been and is no event of default or other breach or nonfulfillment under any of the existing Loan Documents, and no other act, omission, matter or circumstance has occurred or is in existence which, with the giving of notice or the passage of time, or both, would give rise to or constitute an event of default, breach or nonfulfillment under any of the existing Loan Documents or this Amendment; and

(c)                The Borrower has taken all action necessary to fully authorize the execution, delivery and performance of this Amendment and all other agreements, documents and instruments contemplated hereby, and this Amendment and all such other agreements, documents and instruments constitute in all respects the legal, valid and binding obligation of the Borrower, enforceable in accordance with their respective terms.

4.                  Effectiveness; Conditions Precedent. This Amendment shall become effective, as of the date first written above, upon satisfaction of the following conditions precedent:

(a)                Receipt by the Lender of counterparts of this Amendment, which collectively shall have been executed on behalf of the Borrower and the Lender; and

(b)                Receipt by the Lender of a prepayment of the Promissory Note in the amount of One Million One Hundred Fifty Four Thousand Eighty Dollars and Thirty Two Cents ($1,154,080.32).

5.                  Expenses. The Borrower agrees to pay all reasonable, out-of-pocket costs and expenses of the Lender, the Borrower, AZOKKB, LLC and their affiliates in connection with the preparation, execution and delivery of this Amendment (including, for the avoidance of doubt, the reasonable and documented counsel fees of such parties).

6.                  Survival of Representations and Warranties. All representations and warranties contained in this Amendment and in the Loan Documents as amended hereby shall survive the execution and delivery of this Amendment and any investigation made by the Lender or the Lender’s agents or representatives.

7.                  Continuing Effect; Inconsistency. All of the terms and conditions of the Loan Documents remain in full force and effect, as amended hereby. In the event there is determined to be any inconsistency between the terms and conditions of the existing Loan Documents and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall govern to the full extent of such inconsistency.

8.                  Cross Default; Remedies. This Agreement is a Loan Document. Any breach of warranty, misrepresentation or nonfulfillment of any agreement on the part of the Borrower of this Amendment shall be and constitutes a breach and default under the Promissory Note. Lender shall have all rights and remedies available under the Loan Documents, this Amendment and all agreements, documents and instruments contemplated hereby, and all other rights and remedies available to it at law, in equity or otherwise, upon any such breach of warranty, misrepresentation or nonfulfillment of agreement by the Borrower.

9.                  No Waiver. Nothing herein is intended or shall be construed as a waiver by the Lender of any breach, default or other nonfulfillment by any party under any of the Loan Documents.

10.              No Future Obligation to Amend, Extend or Renew. The Borrower acknowledges and agrees that the Lender was not obligated or required to enter into this Amendment and that the Lender has not agreed to, and is not obligated or required to further revise, alter or amend any terms or conditions of any of the Loan Documents, this Amendment or any agreement, document or instrument contemplated hereby, or to provide the Borrower with any additional credit facilities or other funds or credit.

11.              Receipt by the Borrower. The Borrower hereby acknowledges its receipt of a true and correct copy of this Amendment and of each document executed and delivered in connection herewith.

12.              Headings and Captions. The titles or captions of sections and paragraphs in this Amendment are provided for convenience of reference only, and shall not be considered a part of this Amendment for purposes of interpreting or applying this Amendment, and such titles or captions do not define, limit, extend, explain or describe the scope or extent of this Amendment or any of its terms or conditions.

13.              Counterparts. This Amendment may be executed in any number of counterparts, each of which shall constitute one and the same instrument.

14.              Notices. Any notice or other communication desired or required to be made or given pursuant to this Amendment shall be made or given to the parties at any address, and in any manner as provided in, the Master Note.

15.              Entire Agreement. This Amendment, the Loan Documents as amended hereby, and all exhibits and schedules hereto and thereto, constitute the entire agreement between the parties hereto pertaining to the subject matters hereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof. All exhibits and schedules are incorporated into this Amendment as if set forth in their entirety and constitute a part hereof. This Amendment is a Loan Document.

16.              Modifications in Writing. No amendment, modification, supplement, termination or waiver of or to any provision of this Amendment, or consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of the party to be charged with the enforcement thereof.

17.              Relationship. Nothing contained in this Amendment and no action taken by the parties pursuant hereto shall be deemed to constitute the parties a partnership, an association, a joint venture or other entity.

18.              Binding Effect on Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

19.              Governing Law. This Amendment shall be governed by and shall be interpreted according to federal law and the laws of New York.

IN WITNESS WHEREOF, the parties have executed this Amendment to be duly executed as of the date first above written.

LM CAPITAL SOLUTIONS, LLC

By: /s/ Igor Volshteyn

Name: Igor Volshteyn

Title: President

CCUR HOLDINGS, INC.

By: /s/ Igor Volshteyn

Name: Igor Volshteyn

Title: COO/President