SECURITY AGREEMENTSecurity Agreement • December 27th, 2018 • LIVE VENTURES Inc • Investors, nec
THIS SECURITY AGREEMENT is made and entered into as of December 26, 2018, by and between APPLIANCESMART, INC., a Minnesota corporation ("Debtor") and APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation ("Secured Party") whose addresses are set forth below.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • December 27th, 2018 • LIVE VENTURES Inc • Investors, nec • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of June 7, 2018 by and among each of the undersigned “Sellers” listed on the signature pages hereto (each a “Subordinated Creditor” and collectively the “Subordinated Creditors”) and COMVEST CAPITAL IV, L.P. (“Comvest”), as Agent for the Senior Lenders described below (in such capacity, together with its successors and assigns in such capacity from time to time, the “Senior Agent”).
AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTESubordination Agreement • December 27th, 2018 • LIVE VENTURES Inc • Investors, nec • Missouri
This Amended and Restated Subordinated Promissory Note (this “Note”) amends and restates, in its entirety, the Subordinated Promissory Note (the “Prior Note”), dated November 3, 2016, issued to the parties designated as “Sellers” on the signature page to the Prior Note (each defined herein as a “Subordinated Creditor” and collectively as, the “Subordinated Creditors”) delivered pursuant to that certain Stock Purchase Agreement, dated as of November 3, 2016 (the “Purchase Agreement”), by and among Vintage Stock Affiliated Holdings LLC, a Nevada limited liability company (designated as the “Buyer” within the Prior Note, and defined herein as the “Parent” or the “Borrower”), Vintage Stock, Inc., a Missouri corporation (designated as the “Company” within the Prior Note, and defined herein as “VSI”), the Subordinated Creditors, and Rodney Spriggs, in his capacity as the representative of the Subordinated Creditors for certain purposes of the Purchase Agreement and Prior Note (designated as
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 27th, 2018 • LIVE VENTURES Inc • Investors, nec • Georgia
This Bill of Sale and Assignment and Assumption Agreement (this "Agreement") is effective as of December 21, 2018 (the "Effective Date"), by and between Viridian Fibers, LLC, a Georgia limited liability company ("Purchaser") and Marquis Industries, Inc., a Georgia corporation ("Seller"). In consideration of the obligations set forth herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto hereby agree as follows:
December 21, 2018LIVE VENTURES Inc • December 27th, 2018 • Investors, nec
Reference is made to that certain Loan and Security Agreement dated as of July 6, 2015 (as at any time amended, modified, restated or supplemented, the "Loan Agreement"), among 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, and S F Commercial Properties, LLC, a Georgia limited liability company ("Marquis", together with Holdings, collectively, "Borrowers" and each individually, a "Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender"). Capitalized terms used in this letter agreement (this “Agreement”) and not defined herein shall have the meanings given to such terms in the Loan Agreement.
December 24, 2018LIVE VENTURES Inc • December 27th, 2018 • Investors, nec
Reference is made to that certain Loan and Security Agreement dated as of July 6, 2015 (as at any time amended, modified, restated or supplemented, the "Loan Agreement"), among 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, and S F Commercial Properties, LLC, a Georgia limited liability company ("Marquis", together with Holdings, collectively, "Borrowers" and each individually, a "Borrower"), and BANK OF AMERICA, N.A., a national banking association ("Lender"). Capitalized terms used in this Agreement but not defined herein shall have the meanings given to such terms in the Loan Agreement.
Employment AgreementEmployment Agreement • December 27th, 2018 • LIVE VENTURES Inc • Investors, nec • Georgia
This Employment Agreement, this Agreement", shall be effective at 12:01 a.m., Eastern Daylight Time, on January 22, 2018 (the "Effective Date"), by and between Marquis Industries, Inc., a Georgia corporation, "Marquis" or the "Employer", and Weston A. Godfrey Jr, a Georgia resident, "Godfrey", and their respective heirs, successors and permitted assigns.
