**Exhibit 10.1**

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**FOURTH AMENDMENT TO LOAN AGREEMENT**

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**THIS FOURTH AMENDMENTTO LOAN AGREEMENT** (this “Amendment”) is entered into as of **JUNE 24, 2019**, between **TEXAS CAPITALBANK, NATIONAL ASSOCIATION** (“Lender”), and **VINTAGE STOCK, INC.**, a Missouri corporation (“Borrower”).

 

**RECITALS**

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A.            Whereas,Lender and Borrower are parties to a **LOAN AGREEMENT** dated as of **NOVEMBER 3, 2016** (as the same has been or may beamended, supplemented or otherwise modified from time to time, including any other instruments executed and delivered in renewal,extension, rearrangement or otherwise in replacement thereof, the “Agreement”) (any capitalized terms not specificallydefined herein will have the meaning ascribed to them in the Agreement);

 

B.             Whereas,Borrower and Lender have agreed to amend certain provisions of the Agreement; and

 

**Now,therefore**, in consideration of the parties’ mutual promises in this Amendment, and for other good and valuableconsideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

 

**AGREEMENT**

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1.            **Amendment to Defined Term**. The following defined term in Section 1.01 of the Agreement is hereby amendedin its entirety to read as follows:

 

“InventoryAdvance Amount” shall mean **NINETY PERCENT (90.00%)** of the NOLV of Eligible Inventory.

 

2.             **Amendment to Section 4.01(g)**. Section 4.01(g) of the Agreement is hereby amended in its entirety toread as follows:

 

(g)       **InventoryAppraisal(s)**. Not less frequently than once every year upon Lender’s request, in each case at Borrower’s expense,an Inventory appraisal in form satisfactory to Lender and prepared by an appraiser satisfactory to Lender; provided, however, thatif the gross value of the Eligible Inventory reported in any Revolving Credit Borrowing Base Report is less than **EIGHTEEN MILLIONAND NO/100 DOLLARS ($18,000,000)**, then such an Inventory appraisal shall be delivered not less frequently than once every **SIX(6)**months (or upon Lender’s request) thereafter.

 

3.             **Limited Waiver**. Lender hereby waives any Default or Event of Default arising from Borrower’s failureto comply with Section 5.16 (Fixed Charge Coverage Ratio) of the Loan Agreement for the month ending February 2019. It isthe Loan Parties’ specific intention that this waiver placed each of them in the same position, from the date of the Agreementthrough and including the date of this Amendment, as each would have been if no alleged existing Default or Event of Default (ifone arose or could be deemed, or might have been deemed, to have arisen, directly or indirectly) had ever occurred.

 

4.             **Conditions**. This Amendment shall be effective upon the completion of Borrower having delivered the following,in form and substance satisfactory to Lender: (a) this Amendment; and (b) each other document, opinion and certificate requiredby Lender.

 

5.            **Representations, Warranties and Covenants; Expenses**. Borrower expressly reaffirms all of its representationsand warranties in the Agreement as of the date of this Amendment (except such representations and warranties that expressly relateto an earlier date). Borrower agrees to pay all costs, expenses and reasonable attorney’s fees of Lender and its counselin connection with the Agreement or this Amendment.

 

6.             **No Waiver**. Except as set forth in this Amendment, all of the terms and conditions of the Agreement remainin full force and effect and none of such terms and conditions are, or shall be construed as, otherwise amended or modified, exceptas specifically set forth herein and nothing in this Amendment shall constitute a waiver by Lender of any Default or Event of Default,or of any right, power or remedy available to Lender or any Loan Party under the Agreement, whether any such defaults, rights,powers or remedies presently exist or arise in the future.

 

7.            **Ratification**. The Agreement shall, together with this Amendment and any related documents, instruments andagreements shall hereafter refer to the Agreement, as amended hereby.

 

 

 

 

 

8.            **Release**. **EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSSCOMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITSLIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. EACH LOAN PARTYHEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES,AFFILIATES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, DEMANDS,ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PARTON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED THAT SUCH LOAN PARTY MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IFANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND THATARISE FROM ANY OF THE LOANS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR ANY OF THE OTHER SECURITY INSTRUMENTS,AND/OR THE NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.**

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9.             **Other Provisions**. The provisions of the Agreement that are not expressly amended in this Amendment shall remainunchanged and in full force and effect. In the event of any conflict between the terms and provisions of this Amendment and theAgreement, the provisions of this Amendment shall control.

 

10.          **Signatures**. This Amendment may be signed in counterparts. A facsimile or other electronic transmission ofa signature page will be considered an original signature page. At the request of a party, the other party will confirm a fax-transmittedor electronically transmitted signature page by delivering an original signature page to the requesting party.

 

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

 

**LENDER:**

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TEXAS CAPITAL BANK, NATIONAL ASSOCIATION

 

 

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