LOAN AND SECURITY AGREEMENT Dated as of July 14, 2020 by and amongLoan and Security Agreement • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec • Nevada
This Employment Agreement (this “Agreement”) is made and entered into as of July 14, 2020, by and between Thomas Sedlak (the “Executive”) and Precision Industries, Inc., a Pennsylvania corporation (the “Company”).
CONTRIBUTION AGREEMENTContribution Agreement • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated effective as of July 14, 2020 (the “Effective Date”), is made by and between Live Ventures Incorporated, a Nevada corporation (“Parent”), and Precision Affiliated Holdings LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND NOVATIONLoan and Security Agreement and Novation • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec • Georgia
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND NOVATION AGREEMENT (this “Amendment”) is made and entered into this 10th day of July, 2020, by and among (i) LIVE VENTURES INCORPORATED, a Nevada corporation (“Borrower”), (ii) MARQUIS AFFILIATED HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MARQUIS INDUSTRIES, INC., a Georgia corporation, and successor by merger with A-O Industries, LLC, a Georgia limited liability company, Astro Carpet Mills, LLC, a Georgia limited liability company, Constellation Industries, LLC, a Georgia limited liability company, S F Commercial Properties, LLC, a Georgia limited liability company, and Lonesome Oak Trading Co., Inc., a Georgia corporation (“Marquis”, and collectively, the “Marquis Parties”), and (iii) ISAAC CAPITAL FUND I, LLC, a Georgia limited liability company (“Lender”).
Assignment and Assumption AgreementAssignment and Assumption Agreement • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec • Nevada
This Assignment and Assumption Agreement (this “Agreement”) dated as of July 10, 2020 (the “Effective Date”), is entered into by and between Isaac Capital Fund I, a Georgia limited liability company (“Assigning Party”), Isaac Capital Group, LLC, a Delaware limited liability company (“Assuming Party”).
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec • Nevada
This Deferred Compensation Agreement (“Agreement”) is made between Precision Industries, Inc., a Pennsylvania corporation (“Company”), and Thomas Sedlak (“Executive”), effective as of the effective date of the Employment Agreement between the Company and Executive (the “Employment Agreement”) (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LIVE VENTURES INCORPORATED, PRESIDENT MERGER SUB INC., PRECISION INDUSTRIES, INC., AND D. JACKSON MILHOLLAN, IN HIS CAPACITY AS THE SHAREHOLDERS’ REPRESENTATIVE DATED AS OF JULY 14, 2020Agreement and Plan of Merger • July 16th, 2020 • LIVE VENTURES Inc • Investors, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of July 14, 2020, by and among Live Ventures Incorporated, a Nevada corporation (the “Parent”); President Merger Sub Inc., a Pennsylvania corporation (the “Merger Sub”); Precision Industries, Inc., a Pennsylvania corporation (the “Company”); and D. Jackson Milhollan, solely in his capacity as representative of the Shareholders as provided in this Agreement (the “Shareholders’ Representative”).
