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EX-10.1 - AMENDMENT 1 TO DIRECTOR AGREEMENT, DATED JANUARY 13, 2021, BY AND BETWEEN THE CO - Group, Inc.ea133666ex10-1_recruiter.htm




Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported): January 13, 2021



(Exact name of Registrant as specified in its charter)


Nevada   001-53641   90-1505893

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


100 Waugh Dr. Suite 300

Houston, Texas 77007

(Address of principal executive offices, including zip code)


(855) 931-1500

(Registrant’s telephone number, including area code)


Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01 Entry into a Material Definitive Agreement.


The information set forth in Item 5.02 below is incorporated herein by reference.


Item 3.02 Unregistered Sales of Equity Securities.


The information set forth in Item 5.02 below is incorporated herein by reference.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On January 13, 2021, Group, Inc. (the “Company”) entered into Amendment No. 1 to Director Agreement with Deborah Leff (the “Amendment”) to amend certain terms of the Directors Agreement, dated August 29, 2020, by and between the Company and Leff (the “Original Agreement”). The Amendment removes unnecessary language from the Original Agreement relating to Ms. Leff’s appointment to certain of the Company’s corporate governance committees and an additional stock grant related thereto. Additionally, the Amendment updates the terms of the vesting period and exercise price of the Stock Options (as defined in the Original Agreement) to reflect the original intention of Ms. Leff and the Company. The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference into this Current Report on Form 8-K.


Item 9.01. Exhibits.


(d) Exhibits


Exhibit No.   Exhibit
10.1   Amendment 1 to Director Agreement, dated January 13, 2021, by and between the Company and Deborah Leff









Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: January 21, 2021 By: /s/ Evan Sohn
    Evan Sohn
Chief Executive Officer