EVINE Live Inc. (NASDAQ:EVLV) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On March 24, 2017, EVINE Live Inc., a Minnesota corporation
(EVINE), entered into a Cooperation Agreement (the
Cooperation Agreement) with the Clinton Group, Inc. and
GlassBridge Enterprises, Inc. (collectively, the Investor
Group).

to the Cooperation Agreement, EVINE has agreed to (i) no later
than thirty (30) calendar days from the date of execution of the
Cooperation Agreement take the necessary steps to cause the EVINE
Board of Directors (the Board) to appoint from the list of
candidates attached to the Cooperation Agreement or the
individuals named to replace them to the Cooperation Agreement
one (1) new independent director (the New Independent
Director) to serve on the Board until the 2017 Annual Meeting
of Shareholders (the 2017 Annual Meeting), (ii) nominate
the New Independent Director for election to the Board at the
2017 Annual Meeting for a term of office expiring at the 2018
Annual Meeting of Shareholders (the 2018 Annual Meeting),
(iii) recommend, and reflect such recommendation in EVINEs
definitive proxy statement in connection with the 2017 Annual
Meeting, that the shareholders of EVINE vote to elect the New
Independent Director to the Board at the 2017 Annual Meeting, and
(iv) solicit, obtain proxies in favor of and otherwise support
the election of the New Independent Director to the Board at the
2017 Annual Meeting, in a manner no less favorable than the
manner in which EVINE supports other nominees for election at the
2017 Annual Meeting.

Under the terms of the Cooperation Agreement, the Investor Group
has agreed to certain standstill provisions with respect to the
Investor Groups actions with regard to EVINE and its common
stock, $0.01 par value per share. Such standstill provisions
would be in effect for a standstill period commencing on the date
of the Cooperation Agreement and ending at 11:59 p.m., Eastern
Time, on the date that is the earlier of (x) ten (10) business
days prior to the expiration of the advance notice period for the
submission by shareholders of director nominations for
consideration at the 2018 Annual Meeting (as set forth in the
advance notice provisions of EVINEs Bylaws), (y)one hundred (100)
calendar days prior to the first anniversary of the 2017 Annual
Meeting, or (z) upon ten (10) calendar days prior written notice
delivered by any of the Investor Group to EVINE following a
material breach of the Cooperation Agreement by EVINE if such
breach has not been cured within such notice period, provided
that any member of the Investor Group is not then in material
breach of the Cooperation Agreement.

The foregoing description of the Cooperation Agreement is
qualified in its entirely by reference to the full text of the
Cooperation Agreement, which is filed herewith as Exhibit 10.1
and incorporated herein by reference.

About EVINE Live Inc. (NASDAQ:EVLV)

EVINE Live Inc. is a digital commerce company. The Company operates through the digital commerce retailing segment. The Company offers a mix of brands directly to consumers in an engaging and informative shopping experience through television (TV), online and mobile devices. It operates an around the clock television shopping network, EVINE Live, which is distributed primarily on cable and satellite systems, through which the Company offers brand products in the categories of jewelry and watches, home and consumer electronics, beauty, and fashion and accessories. In addition, it offers a collection of men’s and women’s watches from classic to modern designs. It features home decor, bed and bath textiles, cookware, kitchen electrics, mattresses, tabletop accessories and home furnishings. Its beauty assortment features a range of skincare, cosmetics, hair care, and bath and body products. It also offers a range of apparel, outerwear, intimates, handbags, accessories and footwear.

EVINE Live Inc. (NASDAQ:EVLV) Recent Trading Information

EVINE Live Inc. (NASDAQ:EVLV) closed its last trading session down -0.03 at 1.33 with 201,387 shares trading hands.