Exhibit 10.1


 


 





	
         

         

         

         

         

        AMENDED AND RESTATED CREDIT AGREEMENT

         

        dated as of

         

        June 7, 2018

         

        among

         

        VINTAGE STOCK AFFILIATED HOLDINGS LLC,

         

        as Parent,

         

        VINTAGE STOCK, INC.,

        


        as Borrower,

         

        THE LENDERS PARTY HERETO,

        


        as Lenders,

         

        and

         

        COMVEST CAPITAL IV, L.P.,


         

        as Agent

         

         

         

         

         

         

         

         

         

         



 






    	 	 	 



     

    

 


 


 


TABLE OF CONTENTS





Page




	I. DEFINITIONS	1
	Section 1.01   Defined Terms	1
	Section 1.02   Accounting Terms and Determinations; Capitalized Leases.	24
	Section 1.03   Other Definitional Provisions and References.	24
	II. GENERAL TERMS	25
	Section 2.01   Term Loan	25
	Section 2.02   Interest, Certain Payments, Fees and Premiums.	26
	Section 2.03   Use of Proceeds	28
	Section 2.04   Further Obligations / Maximum Lawful Rate	28
	Section 2.05   Application of Payments	29
	Section 2.06   Obligations Unconditional/Withholding Taxes; Changes in Law.	30
	Section 2.07   Taxes	31
	Section 2.08   Reversal of Payments	32
	Section 2.09   Set-Off Rights	33
	Section 2.10   Making of Payments; Settlement of Payments	33
	Section 2.11   Proration of Payments	34
	Section 2.12   Recordkeeping	34
	Section 2.13   Certain Provisions Regarding the LIBOR Rate.	34
	III. REPRESENTATIONS AND WARRANTIES	34
	Section 3.01   Financial Matters.	35
	Section 3.02   Organization; Corporate Existence.	36
	Section 3.03   Authorization	37



 


 


 


 






    	 	i	 



     

    

 


	Section 3.04   Litigation	37
	Section 3.05   Material Contracts	38
	Section 3.06   Title to Properties	38
	Section 3.07   Real Property	38
	Section 3.08   Machinery and Equipment	39
	Section 3.09   Capitalization	39
	Section 3.10   Solvency	39
	Section 3.11   No Investment Company	39
	Section 3.12   Margin Securities	39
	Section 3.13   Taxes	39
	Section 3.14   ERISA	40
	Section 3.15   Intellectual Property	41
	Section 3.16   Compliance with Laws	41
	Section 3.17   Licenses and Permits	41
	Section 3.18   Insurance	41
	Section 3.19   Environmental Laws.	42
	Section 3.20   Sensitive Payments	42
	Section 3.21   No Material Adverse Change	42
	Section 3.22   No Default	42
	Section 3.23   Brokers	43
	Section 3.24   Full Disclosure	43
	IV. CONDITIONS OF MAKING THE TERM LOAN	43
	Section 4.01   Representations and Warranties	43
	Section 4.02   Loan Documents	43
	Section 4.03   Due Diligence/Approval	45



 


 


 


 


 






    	 	ii	 



     

    

 


	Section 4.04   Quality of Earnings Report	45
	Section 4.05   [Reserved]	45
	Section 4.06   Legal Opinions	45
	Section 4.07   Maximum Senior Leverage Ratio	45
	Section 4.08   Revolving Facility	45
	Section 4.09   Sponsor Equity Contribution	45
	Section 4.10   Seller Note; Sponsor Note	46
	Section 4.11   Fees and Reimbursements	46
	Section 4.12   Further Matters	46
	Section 4.13   No Default	46
	Section 4.14   Pro Forma Financial Covenant Compliance	46
	V. AFFIRMATIVE COVENANTS	46
	Section 5.01   Corporate; Insurance; Material Contracts; Laws	46
	Section 5.02   Taxes	47
	Section 5.03   Notices of Certain Material Events	47
	Section 5.04   Periodic Reports	48
	Section 5.05   Books and Records; Inspection	49
	Section 5.06   Accounting	50
	Section 5.07   Environmental Response	50
	Section 5.08   Management	50
	Section 5.09   Use of Proceeds	50
	Section 5.10   Future Subsidiaries	50
	Section 5.11   Further Assurances	51
	Section 5.12   [Reserved]	51
	Section 5.13   Board Observation Rights	51



 


 


 


 


 


 






    	 	iii	 



     

    

 


	Section 5.14   Post-Closing Deliveries.	52
	Section 5.15   Seller Subordinated Debt Contributions	52
	VI. NEGATIVE COVENANTS	53
	Section 6.01   Indebtedness	53
	Section 6.02   Liens	54
	Section 6.03   Guarantees	55
	Section 6.04   Sales of Assets	56
	Section 6.05   Sale-Leaseback	56
	Section 6.06   Investments	56
	Section 6.07   Consolidations; Mergers; Acquisitions; Etc	57
	Section 6.08   Dividends and Redemptions	57
	Section 6.09   Compensation; Management Fees.	57
	Section 6.10   Change of Business	58
	Section 6.11   Receivables	58
	Section 6.12   Certain Amendments; Jurisdiction of Formation; Principal Place of Business	58
	Section 6.13   Affiliate Transactions	58
	Section 6.14   Restrictive Agreements	58
	Section 6.15   Fiscal Year	59
	Section 6.16   Subordinated Debt	59
	Section 6.17   Subsidiaries	59
	Section 6.18   Financial Covenants.	59
	VII. DEFAULTS	63
	Section 7.01   Events of Default	63
	Section 7.02   Remedies	65
	Section 7.03   Waivers by Loan Parties	66



 


 


 


 






    	 	iv	 



     

    

 


	VIII. PARTICIPATING LENDERS ASSIGNMENTS	66
	Section 8.01   Participations	66
	Section 8.02   Assignment	67
	Section 8.03   Pledges/Security	68
	IX. MISCELLANEOUS	68
	Section 9.01   Survival	68
	Section 9.02   Indemnification / Expenses	68
	Section 9.03   GOVERNING LAW	70
	Section 9.04   Nonliability of Lenders	70
	Section 9.05   Reservation of Remedies	70
	Section 9.06   Notices	70
	Section 9.07   Nature of Rights and Remedies; No Waivers	72
	Section 9.08   Binding Effect	72
	Section 9.09   CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	72
	Section 9.10   Certain Waivers	73
	Section 9.11   Severability	73
	Section 9.12   Captions	73
	Section 9.13   Sole and Entire Agreement	73
	Section 9.14   Confidentiality	74
	Section 9.15   Marshaling	74
	Section 9.16   No Strict Construction	74
	Section 9.17   USA PATRIOT Act Notification	74
	Section 9.18   Tax Treatment	75
	Section 9.19   Counterparts; Fax/Email Signatures	75
	X. AGENT.	75



 


 


 


 


 






    	 	v	 



     

    

 


	Section 10.01   Appointment; Authorization	75
	Section 10.02   Delegation of Duties	75
	Section 10.03   Limited Liability	76
	Section 10.04   Reliance	76
	Section 10.05   Notice of Default; Dissemination of Information	77
	Section 10.06   Credit Decision	77
	Section 10.07   Indemnification	78
	Section 10.08   Agent Individually	78
	Section 10.09   Successor Agent	79
	Section 10.10   Collateral and Guarantee Matters	79
	Section 10.11   Agent Advances	80
	Section 10.12   Revolving Facility; Subordinated Debt	80
	Section 10.13   Actions in Concert	80
	Section 10.14   Competitors	81
	XI. Waiver; Amendments.	81
	Section 11.01   General Terms	81
	Section 11.02   Agency Provisions	82
	Section 11.03   Defaulting Lenders	82
	Section 11.04   Replacement of Lenders	82
	Section 11.05   EFFECT OF AMENDMENT AND RESTATEMENT	82


 





	EXHIBITS	
	Exhibit A	Form of Term Note
	Exhibit B	Form of Compliance Certificate
	Exhibit C	Form of Assignment and Acceptance
	Exhibit D	Form of Borrowing Notice
	 	 
	SCHEDULES	 
	Schedule C-1	Commitments and Pro Rata Shares
	Disclosure Schedules	 
	 	 



 


 


 






    	 	vi	 



     

    




 


AMENDED AND RESTATED CREDIT AGREEMENT


 


This AMENDED AND RESTATED
CREDIT AGREEMENT (as it may from time to time be amended, modified, supplemented and/or restated, this “Agreement”)
is made and entered into as of June 7, 2018, by and among the lenders from time to time party hereto (“the “Lenders”),
COMVEST CAPITAL IV, L.P., a Delaware limited partnership (in its individual capacity, “Comvest”), as the Agent
(as defined below) for all Lenders, VINTAGE STOCK, INC., a Missouri corporation (the “Borrower”), and acknowledged
and agreed to by VINTAGE STOCK AFFILIATED HOLDINGS LLC, a Nevada limited liability company and sole equity holder of the Borrower
(the “Parent”).


 


W I T N E S S E T H :


 


WHEREAS, pursuant
to the Assignment Agreement (as defined below), (i) Comvest assumed all of the rights, powers, privileges and duties of Existing
Term Agent (as defined below) under the Existing Agreement (as defined below), and (ii) the lenders party hereto purchased from
the lenders under the Existing Agreement all of the Loans (as defined in the Existing Agreement) held by such lenders and assumed
all the right, title and interest of such lenders under the Existing Agreement;


 


WHEREAS, Parent
and the Borrower have requested that Comvest and the lenders amend and restate in its entirety the Existing Agreement, and pursuant
to the Amendment and Restatement Agreement (as defined below), Comvest and such lenders have agreed to such request upon the terms
and conditions set forth therein and herein;


 


WHEREAS, the Borrower
is engaged in the retail business and through its buy-sell-trade model offers a selection of entertainment products including new
and pre-owned movies, video games and music products, as well as ancillary products such as books, comics, toys and collectibles
and other related merchandise (collectively, the “Business Operations”);


 


WHEREAS, in order
to provide funds for the refinancing of all indebtedness under the Existing Agreement on the Closing Date (as defined below), to
pay Transaction Costs (as defined below) and for the Borrower’s working capital and other general corporate purposes, the
Borrower has requested that the Lenders extend to the Borrower a Term Loan (as defined below) pursuant to the terms and conditions
set forth in this Agreement; and


 


WHEREAS, the Lenders
are willing to make the Term Loan, on a several basis, to the Borrower on the terms and conditions set forth in this Agreement;


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows:


 


I.       DEFINITIONS


 


Section 1.01       
Defined Terms. In addition to the other terms defined elsewhere in this Agreement,
as used herein, the following terms shall have the following meanings:


 


 


 


 






    	 	 	 



     

    

 


“Acceleration
Event” means the occurrence and continuance of any of the following: (a) an Event of Default under Section 7.01(b)
as a result of the failure to pay in full the Term Loan on the Maturity Date, (b) an Event of Default under Section 7.01(g)
or Section 7.01(h), or (c) any other Event of Default under Section 7.01 and the declaration by Agent or the
Required Lenders pursuant to Section 7.02 that the Obligations are due and payable.


 


“Accounts”
shall mean “accounts” (as defined in the UCC).


 


“Account Debtor”
shall mean any Person who is obligated on an Account.


 


“Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Affected Principal
Amount” shall mean the principal amount of Term Loan subject to a Voluntary Act Prepayment.


 


“Affiliate”
shall mean, with respect to any Person, (a) any other Person in Control of, Controlled by, or under common Control with the first
Person, (b) any other Person who has a substantial interest, direct or indirect, in the first Person or any of its Affiliates,
and (c) any officer or director of such Person or any of the Affiliates of such Person; provided, however, that none
of the Agent, any Lender nor any of their respective Affiliates shall be deemed an “Affiliate” of any Loan Party for
any purposes of this Agreement solely as a result of receiving any Capital Stock in any Loan Party in connection with making the
Term Loan or in connection with exercising any rights and remedies under the Loan Documents. For the purpose of this definition,
a “substantial interest” shall mean the direct or indirect legal or beneficial ownership of more than ten percent (10%)
of any class of Capital Stock. Notwithstanding anything to the contrary herein, in no event shall the term “Affiliate”
be deemed to include any Sponsor Affiliate.


 


“Agent”
shall mean Comvest in its capacity as administrative agent for all Lenders hereunder and any successor thereto in such capacity.


 


“Agent Advances”
shall have the meaning set forth in Section 10.11.


 


“Agent Payments
Letter” shall mean that certain amended and restated letter, dated as of even date with this Agreement, between the Borrower
and the Agent regarding certain payments owing from Borrower to Agent.


 


“Agent’s
Discretion” shall mean the Agent’s determination made in the exercise of commercially reasonable (from the perspective
of a secured lender) credit or business judgment.


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Aggregate Term
Loan Commitment” shall mean $24,000,000.


 


“Amendment and
Restatement Agreement” shall mean that certain Amendment and Restatement Agreement, dated as of even date herewith, by
and among Parent, Borrower, the lenders party thereto and Agent.


 



 


 


 


 






    	 	2	 



     

    

 


“Applicable
Amortization Payment” shall mean, as of any date of determination, an amount equal to (i) at any time the Senior Leverage
Ratio is greater than or equal to 1.50:1.00, $750,000, and (ii) at any time the Senior Leverage Ratio is less than 1.50:1.00, $600,000.
The Applicable Amortization Payment shall be adjusted quarterly, to the extent applicable, as of the first day of the month following
the date on which financial statements are required to be delivered pursuant to Section 5.04(b) after the end of the last
month of each Fiscal Quarter (including with respect to the last Fiscal Quarter of each Fiscal Year) based on the Senior Leverage
Ratio as of the last day of such Fiscal Quarter. Notwithstanding the foregoing, (i) for the Fiscal Quarter ending June 30, 2018,
(ii) if Borrower fails to deliver the financial statements required by Section 5.04(b), or the related certificate required
by Section 5.04(d), by the respective date required thereunder after the end of the last month of any Fiscal Quarter, for
the immediately succeeding Fiscal Quarter and (iii) at any time an Event of Default has occurred and is continuing, the Applicable
Amortization Payment shall, in each case, be $750,000. If, as a result of any restatement of or other adjustment to the financial
statements of the Loan Parties or for any other reason, Agent determines in Agent’s Discretion that (a) the Senior Leverage
Ratio as calculated by Parent as of any applicable date was inaccurate and (b) a proper calculation of the Senior Leverage
Ratio would have resulted in different principal repayment for any period, then (x) if the proper calculation of Senior Leverage
Ratio would have resulted in higher principal repayment for such period, Borrower shall automatically and retroactively be obligated
to pay to the Agent promptly on demand by the Agent, an amount equal to the excess of such principal repayment that should have
been paid for such period over the amount of the principal repayment actually paid for such period; and (y) if the proper
calculation of Senior Leverage Ratio would have resulted in lower principal repayment for such period, then an amount equal to
the excess of the amount of the principal repayment actually paid for such period over the amount of the principal repayment that
should have been paid for such period shall be automatically applied to the next principal repayment due under this Agreement.


 


“Applicable
ECF Percentage” shall mean, for the Fiscal Quarter ending June 30, 2018 and each Fiscal Quarter thereafter, if the Senior
Leverage Ratio (a) is greater than or equal to 2.25:1.00, 100%, (b) is less than 2.25:1.00 but greater than 1.50:1.00, 75%, and
(c) is less than or equal to 1.50:1.00, 50%.


 


“Applicable
Law” shall mean all applicable provisions of all (a) constitutions, statutes, ordinances, rules, regulations and orders
of all governmental and/or quasi-governmental bodies, (b) Government Approvals, and (c) order, judgments and decrees of all courts
and arbitrators.


 


“Applicable
Margin” shall mean the applicable rate per annum corresponding to the applicable Senior Leverage Ratio level, all as
set forth in the following table:


 


	Level	Senior Leverage Ratio	Applicable Margin for LIBOR Rate	Applicable Margin for Base Rate
	I	Greater than 2.25:1.00	9.50%	8.50%
	II	Less than or equal to 2.25:1.00 and greater than or equal to 1.25:1.00	8.75%	7.75%
	III	Less than 1.25:1.00 and greater than 1.00:1.00	8.50%	7.50%
	IV	Less than or equal to 1.00:1.00	8.00%	7.00%


 


 


 


 






    	 	3	 



     

    

 


The Applicable Margin shall be adjusted
quarterly, to the extent applicable, as of the first day of the month following the date on which financial statements are required
to be delivered pursuant to Section 5.04(b) after the end of the last month of each Fiscal Quarter (including with respect
to the last Fiscal Quarter of each Fiscal Year) based on the Senior Leverage Ratio as of the last day of such Fiscal Quarter. Notwithstanding
the foregoing, (a) until the first day of the month following the calendar month ending December 31, 2018, the Applicable
Margin shall be the rate corresponding to Level I in the foregoing table, (b) if Borrower fails to deliver the financial statements
required by Section 5.04(b), or the related certificate required by Section 5.04(d), by the respective date required
thereunder after the end of the last month of any Fiscal Quarter, the Applicable Margin shall be the rate corresponding to Level
I in the foregoing table until such financial statements and certificate are delivered, and (c) no reduction to the Applicable
Margin shall become effective at any time when an Event of Default has occurred and is continuing.


 


If, as a result of any
restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, Agent determines in
Agent’s Discretion that (x) the Senior Leverage Ratio as calculated by Parent as of any applicable date was inaccurate
and (y) a proper calculation of the Senior Leverage Ratio would have resulted in different pricing for any period, then (i) if
the proper calculation of Senior Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically
and retroactively be obligated to pay to the Agent promptly on demand by the Agent, an amount equal to the excess of the amount
of interest that should have been paid for such period over the amount of interest actually paid for such period; and (ii) if
the proper calculation of Senior Leverage Ratio would have resulted in lower pricing for such period, then an amount equal to the
excess of the amount of interest actually paid for such period over the amount of interest that should have been paid for such
period shall be automatically applied to the next interest payment due under this Agreement.


 


“Assignment
Agreement” shall mean that certain Agent Substitution and Loan Assignment Agreement, dated as of even date herewith,
by and among Existing Term Agent, as retiring agent, Comvest, as successor agent, the assigning lenders party thereto, the assignee
lenders party thereto and Parent and Borrower, as borrowers.


 


“Assignment
and Acceptance” shall mean an Assignment and Acceptance Agreement substantially in the form of Exhibit C attached
hereto, or such other form as may be acceptable to the Agent.


 


“Audited ECF
Calculation” shall have the meaning set forth in the definition of “Required ECF Payment”.


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect,
or any successor statute.


 


 


 


 


 


 






    	 	4	 



     

    

 


“Base Rate”
shall mean, for any day, the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate”
and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted
from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus
one half percent (0.50%), (iii) the most recently used LIBOR Rate and (iv) two percent (2.00%) per annum. Any change in the Base
Rate due to a change in such Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in such
Prime Rate or the Federal Funds Rate.


 


“Borrower”
shall have the meaning set forth in the Preamble.


 


“Borrowing Notice”
shall mean a notice executed by the chief executive officer or chief financial officer of the Borrower, appropriately completed
and substantially in the form of Exhibit D attached hereto.


 


“Business Day”
shall mean a day other than (a) a Saturday, (b) a Sunday, or (c) a day on which banking institutions in either the State of
Florida or the State of New York are authorized or required by Applicable Law or executive order to close.


 


“Business Operations”
shall have the meaning set forth in the Recitals.


 


“Capital Expenditures”
shall mean with respect to any Person, all expenditures of such Person for tangible and other assets which are required, in accordance
with GAAP, to be capitalized on the consolidated balance sheet of such Person, and the amount of all Capitalized Lease Obligations
of such Person, including all amounts paid or accrued by such Person in connection with the purchase (whether on a cash or deferred
payment basis) or lease (including Capitalized Lease Obligations) of any machinery, equipment, real property, improvements to real
property (including leasehold improvements), or any other tangible or other asset of such Person which is required, in accordance
with GAAP, to be capitalized on the consolidated balance sheet of such Person; provided that “Capital Expenditures”
shall not include any New Store Inventory Amounts.


 


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation), including any units of or other interests in
a partnership, and any and all warrants, rights or options to purchase any of the foregoing.


 


“Capitalized
Lease” shall mean any lease which is or should be capitalized on the balance sheet of the lessee thereunder in accordance
with GAAP.


 


“Capitalized
Lease Obligation” shall mean with respect to any Person, the amount of the liability which reflects the amount of all
future payments under all Capitalized Leases of such Person as at any date, determined in accordance with GAAP.


 


 


 






    	 	5	 



     

    

 


“Cash Equivalents”
shall mean (a) marketable securities issued, or directly and fully guaranteed or insured, by the United States of America or any
agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support
thereof) having maturities of not more than twelve (12) months from the date of acquisition; (b) time deposits, demand deposits,
certificates of deposit, acceptances or prime commercial paper issued by, or repurchase obligations for underlying securities of
the types described in clause (a) entered into with any commercial bank having a short-term deposit rating of at least A-2 or the
equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors
Service, Inc.; (c) commercial paper with a rating of A-1 or A-2 or the equivalent thereof by Standard & Poor’s Corporation
or P-1 or P-2 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing within twelve (12) months
after the date of acquisition; (d) marketable direct obligations issued by any state in the United States or any agency or instrumentality
thereof maturing within twelve (12) months from the date of acquisition thereof and, at the time of acquisition, having one of
the two highest ratings generally obtainable from either Standard & Poor’s Corporation or Moody’s Investors Services,
Inc.; (e) tax-exempt commercial paper of United States municipal, state or local governments rated at least A-2 or the equivalent
thereof by Standard & Poor’s Corporation or at least P-2 or the equivalent thereof by Moody’s Investors Services,
Inc. and maturing within twelve (12) months after the date of acquisition thereof; or (f) any mutual fund or other pooled
investment vehicle which invests principally in the foregoing obligations.


 


“CERCLA”
shall have the meaning set forth in the definition of “Environmental Laws”.


 


“Change of Control”
shall mean (a) if Sponsor shall cease to, directly or indirectly, (i) own and control at least 75% of the outstanding Capital
Stock of the Parent on a fully diluted basis, (ii) own and control at least 75% of the outstanding voting Capital Stock of the
Parent or (iii) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a
majority of the board of directors (or comparable body) of the Parent and to direct the management policies and decisions of the
Parent, (b) if the Parent shall cease to directly own and control 100% of each class of the outstanding Capital Stock of Borrower,
(c) if Borrower shall cease to, directly or indirectly, own and control 100% of each class of the outstanding Capital Stock
of each Subsidiary, or (d) a “Change of Control” (as defined in the Revolving Loan Documents) has occurred.


 


“Closing Date”
shall mean the date of this Agreement.


 


“Closing Payment”
shall have the meaning set forth in the Agent Payments Letter.


 


“Code”
shall mean the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, as amended and as in effect
from time to time.


 


“Collateral”
shall mean all collateral pledged or granted by any or all of the Loan Parties as security for the payment and performance of all
or any portion of the Obligations, whether pursuant to the Collateral Agreement or any other Security Document.


 


“Collateral
Agreement” shall mean the Amended and Restated Collateral Agreement, dated as of the Closing Date, by and among the Borrower,
the other Loan Parties from time to time parties thereto and the Agent, for its benefit and the benefit of the other Secured Persons,
as the same may be amended, modified, supplemented and/or restated from time to time.


 


 


 


 


 


 


 


 






    	 	6	 



     

    

 


“Competitor”
shall mean GameStop Corp., Trans World Entertainment Corp. or any of their respective Affiliates.


 


“Compliance
Certificate” shall mean a certificate delivered pursuant to Section 5.04(d) and substantially in the
form of Exhibit B attached hereto.


“Comvest”
shall have the meaning set forth in the Preamble.


 


“Confidential
Information” shall mean all information that is furnished to the Agent or any Lender by or on behalf of any Loan Party,
its Affiliates or any Sponsor Affiliate, and which is designated in writing by such Person as being confidential or would otherwise
reasonably be understood to be confidential as of the time it furnishes such information to the Agent or such Lender, pursuant
to any Loan Document concerning such Person’s business, but does not include any such information once such information has
become, or if such information is, generally available to the public or available to the Agent, the applicable Lender or other
applicable Person from a source other than such Person which is not, to the Agent’s, the applicable Lender’s or other
applicable Person’s knowledge, bound by any confidentiality agreement in respect thereof.


 


“Contract”
shall mean any indenture, contract, lease, license or other agreement (other than this Agreement or any other Loan Document) to
which any Loan Party is a party or to which any of their respective properties are subject.


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Control Agreement”
shall mean, with respect to each bank account and/or securities account maintained by or in the name of any Loan Party, an agreement
(in form and substance satisfactory to the Agent in the Agent’s Discretion) executed and delivered by such Loan Party, the
depository bank or other applicable account intermediary, as applicable, and the Agent, whereby, among other things, the depository
bank or other applicable account intermediary acknowledges the Agent’s Lien on such account and all funds or property therein,
and “control” (within the meaning of the UCC) over such account is established in favor of the Agent, on behalf of
itself and the other Secured Persons.


 


“Controlled
Account” shall mean any bank account or securities account subject to a Control Agreement.


 


“Covenant Default
Equity Contribution” shall have the meaning set forth in Section 6.18(g)(ii).


 


“Current Assets”
shall mean, as at any date of determination, the total assets of the Loan Parties on a consolidated basis that may properly be
classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents.


 


“Current Liabilities”
shall mean, as at any date of determination, the total liabilities of the Loan Parties on a consolidated basis that may properly
be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.


 


 


 


 






    	 	7	 



     

    

 


“Debtor Relief
Laws” shall mean the Bankruptcy Code, and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment
for the benefit of creditors or similar debtor relief laws of the United States, any state or any foreign country from time to
time in effect, affecting the rights of creditors generally or the rights of creditors of banks.


 


“Default”
shall mean any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become
an Event of Default.


 


“Default Rate
Interest” shall have the meaning set forth in Section 2.02(a).


 


“Defaulting
Lender” shall mean any Lender designated as such by Agent that (a) for so long as such failure shall exist, has
failed to make its Pro Rata Share of the Term Loan or any other payment that such Lender is required to make pursuant to the terms
of this Agreement, or (b)(i) has admitted in writing that it is insolvent or (ii) has become the subject of a bankruptcy
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment (unless, in the case of any
Lender referred to in this clause (b), the Agent is reasonably satisfied that such Lender intends, and has the financial
wherewithal and all approvals required to enable it, to continue to perform its obligations hereunder as a Lender).


 


“Disclosure
Schedule” shall mean the disclosure schedules attached hereto.


 


“Disqualified
Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the date which is ninety-one (91) days after the Maturity Date, (b) is convertible into or
exchangeable for (i) debt securities or (ii) any Capital Stock referred to in clause (a) above, in each case at any time
prior to the date which is ninety-one (91) days after the Maturity Date, (c) contains any repurchase obligation that may come into
effect either (i) prior to payment in full of all Obligations or (ii) prior to the date that is ninety-one (91) days after the
Maturity Date or (d) provides for scheduled payments or the payment of cash dividends or distributions prior to the date that is
ninety-one (91) days after the Maturity Date.


 


“Dollars”
or “$” shall mean United States Dollars, lawful currency for the payment of public and private debts.


 


“Domestic Subsidiary”
shall mean any Subsidiary which is incorporated or formed solely under the laws of the United States, any State or Commonwealth
in the United States, or the District of Columbia.


 


 


 


 


 


 






    	 	8	 



     

    

 


“EBITDA”
shall mean, for the applicable period, for the Loan Parties on a consolidated basis, the sum of (a) Net Income, plus (b)
Interest Expense deducted in the calculation of such Net Income, plus (c) taxes on income, whether paid, payable or accrued,
deducted in the calculation of such Net Income, plus (d) depreciation expense deducted in the calculation of such Net Income,
plus (e) amortization expense deducted in the calculation of such Net Income, plus (f) all non-cash impairment charges
with respect to goodwill or intangible assets deducted in the calculation of such Net Income, plus (g) all other non-cash,
non-recurring or unusual losses, charges or expenses deducted in the calculation of such Net Income (x) solely to the extent any
such losses, charges or expenses do not relate to, or are not in respect of, any accounts receivable or inventory, in an amount
not to exceed $500,000 in any Fiscal Year, and (y) any other such losses, charges or expenses which have been approved in writing
by Agent in its sole discretion for the purpose of an add back to EBITDA, plus (h) Transaction Costs deducted in the calculation
of such Net Income in an amount not to exceed $1,100,000, plus, (i) third-party costs, fees and expenses incurred in connection
with the Loan Documents (other than Transaction Costs) or the Revolving Loan Documents in an amount not to exceed $150,000 during
any Fiscal Year (the “Third Party Fee Cap”) deducted in the calculation of such Net Income (provided that any
such costs, fees or expenses of Agent, any Lender or Revolving Lender (including any attorneys’ fees or expenses of Agent,
any Lender or Revolving Lender) shall not be subject to, or included in the calculation of, the Third Party Fee Cap), plus
(j) Management Fees (whether or not paid in cash) during such Fiscal Year to the extent deducted in the calculation of such Net
Income, plus (k) losses and setup and store operating costs in an aggregate amount not to exceed $75,000 per retail location
of the Loan Parties permitted to be established under Section 6.18(f) during the first nine (9) months such retail location
is in operation.


 


Notwithstanding anything
to the contrary herein, EBITDA shall be deemed to be, for the calendar month ending (i) April 30, 2017, $904,000, (ii) May 31,
2017, $1,021,000, (iii) June 30, 2017, $1,480,000, (iv) July 31, 2017, $1,026,000, (v) August 31, 2017, $440,000, (vi) September
30, 2017, $944,000, (vii) October 31, 2017, $170,000, (viii) November 30, 2017, $801,000, (ix) December 31, 2017, $2,727,000, (x)
January 31, 2018, $438,000, (xi) February 28, 2018, $1,467,000, and (xii) March 31, 2018, $1,436,000.


 


“Environmental
Laws” shall mean and include all federal, state, local and other laws, rules, regulations, ordinances, permits, orders,
and consent decrees agreed to by any Loan Party, and all Environmental Notices, relating to health, safety, and environmental matters
applicable to the business and property of any Loan Party. Such laws and regulations include but are not limited to the Resource
Conservation and Recovery Act (“RCRA”), 42 U.S.C. §6901 et seq., as amended; the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601 et seq., as amended; the Toxic Substances
Control Act (“TSCA”), 15 U.S.C. §2601 et seq., as amended; the Clean Water Act, 33 U.S.C. §1331 et
seq., as amended, and applicable common law to the extent it establishes duties, liabilities or causes of action related to the
release, presence, disposal of or other exposure to Hazardous Substances.


 


“Environmental
Notice” shall mean any actual summons, citation, directive, information request, notice of potential responsibility,
notice of violation or deficiency, order, claim, complaint, investigation, proceeding, judgment, letter, or other communication,
written or oral, from the United States Environmental Protection Agency or other federal, state, local or other agency or authority,
or any other entity or individual, public or private, concerning any intentional or unintentional act or omission which involves
management of Hazardous Substances in amounts in violation of Environmental Laws on or off any Real Properties; the imposition
of any Lien on any Real Properties, including Liens asserted by government entities, in connection with any of any Loan Party’s
response to the presence or Release of Hazardous Substances in amounts in violation of Environmental Laws; and any alleged violation
of or responsibility under any Environmental Laws.


 


 


 


 


 


 






    	 	9	 



     

    

 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as in effect from time to time.


 


“ERISA Affiliate”
shall mean, with respect to any Person, any other Person which is under common control with the first Person within the meaning
of Section 414(b), 414(c), 414(m) or 414(o) of the Code; provided, however, that with respect to the Borrower, no
Person which is an Affiliate of the Agent or any Lender (other than the Loan Parties) shall be deemed an ERISA Affiliate for purposes
of this Agreement.


 


“Event of Default”
shall have the meaning set forth in Section 7.01.


 


“Excess Cash
Flow” shall mean, without duplication, with respect to any Fiscal Quarter, (a) the sum of (i) EBITDA plus (ii)
the Working Capital Adjustment minus (b) the sum of (i) income taxes and Interest Expense of the Loan Parties paid in cash
during such Fiscal Quarter to the extent deducted in determining Net Income, plus (ii) unfinanced Capital Expenditures
made during such Fiscal Quarter, plus (iii) Management Fees paid in cash during such Fiscal Quarter, plus (iv) all
other non-cash charges added back to EBITDA (less all other non-cash income added in determining Net Income), plus
(v) third-party costs, fees and expenses incurred in connection with the Loan Documents (including Transaction Costs) or the Revolving
Loan Documents, in each case to the extent paid in cash during such Fiscal Quarter, plus (vi) scheduled principal payments
paid in cash in respect of Senior Debt of the Loan Parties (excluding repayment of Revolving Loans except to the extent the related
revolving commitments are permanently reduced in connection with such repayments), plus (vii) voluntary prepayments
of the Term Loan pursuant to Section 2.01(c).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Excluded Equity
Contribution” shall mean any cash equity contribution from Sponsor to Parent and/or from Parent to Borrower (in each
case, funded with a capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the
Agent in the Agent’s Discretion and in any case, not constituting Disqualified Capital Stock) used within 30 days of receipt
solely for purposes of specifically identified capital expenditures, store openings and/or payment of Revolving Loans.


 


“Excluded Tax”
shall mean with respect to any interest, make whole, or fee or other amount received by a recipient under this Agreement, net income
taxes imposed on the recipient of such amount by the jurisdiction in which such recipient is organized or has a present or former
connection, other than a connection arising solely from entering into the Loan Documents, receiving any payments under the Loan
Documents, or enforcing any rights or remedies under the Loan Documents.


 


“Existing Agreement”
shall mean that certain Term Loan Agreement, dated as of November 3, 2016, by and among Borrower and Parent, as borrowers, the
subsidiaries of the Borrower party thereto, the lenders party thereto and Existing Term Agent.


 


 


 


 


 






    	 	10	 



     

    

 


“Existing Term
Agent” shall mean Wilmington Trust, National Association, as administrative agent under the Existing Agreement.


 


“Extraordinary
Receipts” shall mean, except as otherwise agreed to be excluded from this definition by Agent in writing in the Agent’s
Discretion, any cash or Cash Equivalents received by or paid to or for the account of any Loan Party not in the Ordinary Course
of Business including amounts received in respect of foreign, United States, state or local tax refunds, purchase price adjustments,
indemnification payments, and pension plan reversions.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor or version that
is substantially compatible and not more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into by the United States pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Rate” shall mean, for any day, a rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the rate published
by the Federal Reserve Bank of New York on the preceding Business Day or, if no such rate is so published, the average rate per
annum, as determined by Agent in Agent’s Discretion, quoted for overnight Federal Funds transactions last arranged prior
to such day.


 


“Financial Statements”
shall have the meaning set forth in Section 3.01(a).


 


“Fiscal Quarter”
shall mean a fiscal quarter of Borrower, ending on March 31, June 30, September 30 or December 31 of each calendar year.


 


“Fiscal Year”
shall mean the fiscal year of the Borrower which ends on September 30 of each year.


 


“Fixed Charge
Coverage Ratio” shall mean, with respect to any Fiscal Quarter, the ratio of (i) EBITDA minus unfinanced Capital
Expenditures to (ii) Fixed Charges of the Loan Parties on a consolidated basis, in each case for the twelve (12) month period
ending on the last day of such Fiscal Quarter; provided, that for purposes of determining Fixed Charges with respect to
items (a) and (b) of the definition of Fixed Charges for the Fiscal Quarter ending (A) June 30, 2018, the amount of such items
for the one Fiscal Quarter period then ending shall be multiplied by four (4), (B) September 30, 2018, the amount of such items
for the two Fiscal Quarter period then ending shall be multiplied by two (2), and (C) December 31, 2018, the amount of such items
for the three Fiscal Quarter period then ending shall be multiplied by four-thirds (4/3).


 


“Fixed Charges”
shall mean, for the period in question, on a consolidated basis, the sum of (a) all principal payments scheduled or required to
be made during or with respect to such period in respect of Indebtedness of the Loan Parties (excluding payment of Revolving Loans
except to the extent the related revolving commitments are permanently reduced in connection with such payments), plus (b)
all Interest Expense of the Loan Parties for such period paid or required to be paid in cash during such period, plus (c)
all taxes of the Loan Parties paid or required to be paid for such period, plus (d) all distributions, dividends, redemptions
and other cash payments made or required to be made during such period with respect to the Capital Stock of any Loan Party, plus
(e) all Management Fees paid or required to be paid during such period plus (f) the positive difference, if any, of (i)
the value of inventory of the Loan Parties on a consolidated basis as of such date minus (ii) the value of inventory of
the Loan Parties on a consolidated basis one (1) year prior to such date (provided, that, for the Fiscal Quarters ending
June 30, 2018, September 30, 2018, December 31, 2018 and March 31, 2019, the amount in this clause (ii) shall be deemed
to be the value of the inventory of the Loan Parties on a consolidated basis as of the Closing Date).


 


 


 


 


 






    	 	11	 



     

    

 


“Foreign Lender”
shall have the meaning set forth in Section 2.07(a).


 


“Foreign Subsidiary”
shall mean any Subsidiary which is not a Domestic Subsidiary.


 


“FRB”
shall mean the Board of Governors of the Federal Reserve System or any successor thereto.


 


“GAAP”
shall mean generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting
profession), which are applicable to the circumstances as of the date of determination, applied on a consistent basis.


 


“Government
Approval” shall mean an authorization, consent, non-action, approval, license or exemption of, registration or filing
with, or report to, any governmental or quasi-governmental department, agency, body or other unit.


 


“Guaranty”,
“Guaranteed” or to “Guarantee”, as applied to any Indebtedness, liability or other obligation,
shall mean (a) a guaranty, directly or indirectly, in any manner, including by way of endorsement (other than endorsements of negotiable
instruments for collection in the Ordinary Course of Business), of any part or all of such Indebtedness, liability or obligation,
and (b) an agreement, contingent or otherwise, and whether or not constituting a guaranty, assuring, or intended to assure, the
payment or performance (or payment of damages in the event of non-performance) of any part or all of such Indebtedness, liability
or obligation by any means (including the purchase of securities or obligations, the purchase or sale of property or services,
or the supplying of funds).


 


“Hazardous Substances”
shall mean hazardous waste, hazardous substance, pollutant, contaminant, toxic substance, oil, hazardous material, chemical or
other substance regulated by any Environmental Law.


 


“Indebtedness”
shall mean (without duplication), with respect to any Person, (a) any and all obligations or liabilities, contingent or otherwise,
of such Person for borrowed money, (b) any and all obligations of such Person represented by promissory notes, bonds, debentures
or the like, or on which interest charges are customarily paid, (c) any and all liability of such Person secured by any mortgage,
pledge, lien or security interest on property owned or acquired, whether or not such liability shall have been assumed, (d) any
and all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased
by such Person, (e) any and all obligations of such Person issued or assumed as the deferred purchase price of property or services
(excluding trade payables incurred in the Ordinary Course of Business that are not one hundred and twenty (120) days or more past
their respective invoice dates, but including the maximum potential amount payable under any earn-out or similar obligations),
(f) any and all Capitalized Lease Obligations of such Person, (g) any and all obligations (contingent or otherwise) of such Person
as an account party or applicant in respect of letters of credit and/or bankers’ acceptances, or in respect of financial
or other hedging obligations, (h) any and all Disqualified Capital Stock of such Person, (i) any and all principal outstanding
under any synthetic lease, off-balance sheet loan or similar financing product with respect to such Person, and (j) any and all
Guarantees, endorsements (other than for collection in the Ordinary Course of Business) and other contingent obligations of such
Person in respect of the obligations of others.


 


 


 


 


 






    	 	12	 



     

    

 


“Intercompany
Subordination Agreement” shall mean that certain Intercompany Subordination Agreement, dated as of the Closing Date,
among the Agent, as the senior creditor, the Parent, the Borrower, and each other Loan Party that holds any Indebtedness owing
by any other Loan Party, as subordinated creditors.


 


“Intercreditor
Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of the Closing Date, by and between
Agent and Revolving Lender, and acknowledged by the Loan Parties.


 


“Interest Expense”
shall mean, for the applicable period, for the Loan Parties on a consolidated basis, total interest expense (including interest
attributable to Capitalized Leases) and fees with respect to outstanding Indebtedness, in accordance with GAAP.


 


“Interest Rate”
shall have the meaning set forth in Section 2.02(a).


 


“Interest Settlement
Date” shall have the meaning set forth in Section 2.10.


 


“Investment”,
as applied to any Loan Party, shall mean: (a) any investment by such Loan Party in any shares of Capital Stock, evidence of Indebtedness
or other security issued by any other Person, (b) any loan to advance or extension of credit to, or contribution to the capital
of, any other Person by such Loan Party, other than credit terms extended to customers in the Ordinary Course of Business, (c)
any other investment by such Loan Party in any assets (other than purchases of non-material assets in the Ordinary Course of Business),
Capital Stock of any other Person, and (d) any commitment to make or do any of the foregoing.


 


“Lenders”
shall have the meaning set forth in the Preamble.


 


“Liabilities
and Contingencies” shall have the meaning set forth in Section 3.01(c).


 


“LIBOR Rate”
shall mean the greater of (a) a rate per annum equal to the London interbank offered rate for deposits in Dollars for a period
of one month and for the outstanding principal amount of the Term Loan as published in the “Money Rates” section of
The Wall Street Journal (or another national publication selected by Agent if such rate is not so published), two Business Days
prior to the first day of such one month period and (b) one percent (1.00%) per annum.


 


 


 


 






    	 	13	 



     

    

 


“Lien”
shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any
other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset.


 


“Liquidity”
shall mean, as of any date of determination for Parent and its Subsidiaries on a consolidated basis equal to (a) the aggregate
average Revolving Commitments for the sixty (60) day period ending on such date minus (b) the average Total Utilization
of Revolving Commitments for the sixty (60) day period ending on such date.


 


“Loan Documents”
shall mean the collective reference to this Agreement, the Notes, the Security Documents, the Loan Party Guaranty, the Sponsor
Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Seller Debt Subordination Agreement, the Sponsor
Debt Subordination Agreement, the Management Fee Subordination Agreement, the Assignment Agreement, the Agent Payments Letter,
the Amendment and Restatement Agreement and any and all other agreements, instruments, certificates and other documents as may
be executed and delivered by any and all Loan Parties in connection with the foregoing, in each case, as same may be amended, modified,
supplemented and/or restated from time to time.


 


“Loan Party”
shall mean the Parent, the Borrower or any Subsidiary of the Borrower, as applicable; and “Loan Parties” shall
mean, collectively, the Parent, the Borrower and its Subsidiaries.


 


“Loan Party
Guaranty” shall mean the Continuing Guaranty, dated as of the Closing Date, by and among Parent and each Subsidiary party
thereto, in favor of the Agent, for its benefit and the benefit of the other Secured Persons, as same may be amended, modified,
supplemented and/or restated from time to time, pursuant to which the Parent and each such Subsidiary guarantees the full and timely
payment and performance of all of the Obligations.


 


“Make Whole
Amount” shall mean with respect to any Voluntary Act Prepayment, an amount equal to the present value of the amount of
the regularly scheduled interest payments (calculated with reference to the last used (as of the time of such Voluntary Act Prepayment)
non-default LIBOR Rate (or non-default Base Rate, if Base Rate was then used more recently than LIBOR Rate)) plus the last
used Applicable Margin, and with the assumption that such LIBOR Rate (or Base Rate, as applicable) plus such Applicable
Margin would have continued to apply through the No Call Period End Date had such Voluntary Act Prepayment not been made, discounted
to the date such Voluntary Act Prepayment was made at a rate equal to the sum of (a) the U.S. Treasury rate then published in the
Key Interest Rates section of the Market Data Center of The Wall Street Journal (or, if such rate ceases to be so published, as
quoted from such other generally available and recognizable source as the Agent may select) (indexed off of the 3-year U.S. treasury
note) plus (b) 0.50%.


 


“Management
Fees” shall have the meaning set forth in the Management Fee Subordination Agreement.


 


“Management
Fee Subordination Agreement” shall mean that certain Amended and Restated Management Fee Subordination Agreement, dated
as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.


 


 


 


 


 






    	 	14	 



     

    

 


“Master Agreement”
shall have the meaning set forth in the definition of “Swap Contract”.


 


“Material Adverse
Effect” shall mean any event, act, omission, condition or circumstance which, individually or in the aggregate, has a
material adverse effect on (a) the business, operations, properties, assets or condition, financial or otherwise, of any Loan Party,
(b) the ability of any Loan Party to perform any of its obligations under any of the Loan Documents, or (c) the validity or enforceability
of, or the Agent’s or Lenders’ rights and remedies under, any of the Loan Documents.


 


“Material Contracts”
shall have the meaning set forth in Section 3.05.


 


“Mature Retail
Location” shall mean, as of any date of determination, any retail location of a Loan Party established and in operation
continuously for a period of eighteen (18) months or more as of such date.


 


“Maturity Date”
shall mean May 26, 2023.


 


“Net Income”
shall mean the consolidated net income (or loss) of the Loan Parties, determined on a consolidated basis in accordance with GAAP,
but excluding therefrom (to the extent otherwise included therein): (i) any extraordinary gains or losses, (ii) any gains attributable
to write-ups of assets or losses attributable to write-downs of assets, (iii) any equity interest of any Loan Party or any Subsidiary
in the unremitted earnings of any Person that is not a Subsidiary, (iv) the income of any Subsidiary to the extent that the declaration
or payment of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to such Subsidiary and (v) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into
or consolidated with any Loan Party or any Subsidiary of any Loan Party on the date that such Person’s assets are acquired
by any Loan Party or any Subsidiary of any Loan Party.


 


“New Store Inventory
Amounts” shall mean all amounts expended by any Loan Party in acquiring inventory for sale or use in any newly established
retail location of such Loan Party.


 


“No Call Period
End Date” shall mean June 7, 2019.


 


“Northpark Lease”
shall mean that certain Shopping Center Lease, dated June 3, 2010, by and between Northpark Mall/Joplin, LLC, as landlord, and
Vintage Stock, Inc. (as successor to The Book Barn, Inc.), as tenant, as in effect on the Closing Date or as amended, restated,
supplemented or otherwise modified with the consent of the Agent in Agent’s Discretion.


 


“Notes”
shall mean, collectively, any and all Term Notes issued from time to time in accordance with this Agreement.


 


“Obligations”
shall mean the collective reference to all Indebtedness (including all of the Term Loan and Agent Advances) and all of the other
liabilities and obligations of every kind and description owed by any and all the Loan Parties to the Agent and the other Secured
Persons from time to time under or pursuant to this Agreement, the Notes, the Security Documents and the other Loan Documents,
however evidenced, created or incurred, fixed or contingent, now or hereafter existing, due or to become due.


 


 


 


 






    	 	15	 



     

    

 


“Ordinary Course
of Business” shall mean, in respect of any action or omission taken or not taken by any Person, the ordinary course of
such Person’s business, as conducted by such Person consistent with past practices. For the avoidance of doubt, the ordinary
course of the Borrower’s business shall be deemed to include all of the following: (i) bulk sales of inventory solely to
Ingram Entertainment; (ii) bulk sales of inventory in the amount of (A) $250,000 or less in any single transaction or (B) $1,000,000
or less in the aggregate in any Fiscal Year; and (iii) bulk sales of inventory in an amount exceeding the amounts set forth in
the preceding clause (ii) so long as (x) the Borrower has provided Agent with such advance written notice of such proposed
bulk sale as is reasonably practicable in the circumstances and (y) Agent has consented to such proposed bulk sale in Agent’s
Discretion.


 


“Organic Documents”
shall mean, as applicable, with respect to any Person that is an entity, the certificate of incorporation, articles of incorporation,
certificate of formation, certificate of limited partnership, by-laws, operating agreement, limited liability company agreement,
limited partnership agreement and such other governance documents of such Person.


 


“Other Taxes”
shall mean all present or future stamp, court, documentary, intangible, recording, sales, use, value added, property, excise, filing,
or other similar taxes that arise from any payment made under, or from the execution, delivery, performance, enforcement, or registration
of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 


“Parent”
shall have the meaning set forth in the Preamble.


 


“Payment Default
Amount” shall have the meaning set forth in Section 6.18(g)(i).


 


“Payment Default
Equity Contribution” shall have the meaning set forth in Section 6.18(g)(i).


 


“Permitted Indebtedness”
shall mean any and all Indebtedness expressly permitted pursuant to Section 6.01.


 


“Permitted Liens”
shall mean those Liens expressly permitted pursuant to Section 6.02.


 


“Person”
shall mean any individual, partnership, corporation, limited liability company, banking association, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.


 


“Prepayment
Event” shall mean:


 


(a)       any
sale (other than sales of inventory in the Ordinary Course of Business and intercompany sales solely among the Loan Parties permitted
by Section 6.04), transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property
or asset of any Loan Party other than sales, transfers and dispositions of property and assets with an aggregate fair value which
does not exceed $250,000 in any Fiscal Year;


 


 


 


 


 


 






    	 	16	 



     

    

 


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party with an aggregate fair value immediately prior to such event equal to or greater than $150,000
in any Fiscal Year;


 


(c)       (i)
the issuance by any Loan Party to any Person (other than to another Loan Party) of any Capital Stock after the Closing Date, or
(ii) the receipt by any Loan Party of any capital contribution from any Person after the Closing Date (including any Covenant Default
Equity Contribution) other than (A) any capital contribution from another Loan Party (excluding any Covenant Default Equity Contribution),
(B) any Payment Default Equity Contribution, (C) any Seller Subordinated Debt Contribution, or (D) any Excluded Equity Contribution;


 


(d)       the
incurrence by any Loan Party of any Indebtedness not permitted by this Agreement;


 


(e)       the
receipt by any Loan Party of any Extraordinary Receipts in excess of $150,000 in the aggregate in any Fiscal Year;


 


(f)       any
Change of Control; and


 


(g)       subject
to any applicable conditions to payment set forth in Section 5.04 of the Revolving Loan Credit Agreement, any Required ECF Payment.


 


“Prepayment
Premium” shall mean each prepayment premium payable pursuant to Section 2.02(d); provided, that the Affected
Principal Amount, in an amount not to exceed $3,000,000 in any Fiscal Year, subject to a Voluntary Act Prepayment resulting from
prepayment of the Term Loan from any portion of Excess Cash Flow (which, for the avoidance of doubt, shall not include the proceeds
of any issuance of Capital Stock to, or any capital contribution received from, the Sponsor) that is not required to be applied
to prepay the Term Loan pursuant to Section 2.01(d) shall not be subject to a Prepayment Premium.


 


“Pro Rata Share”
shall mean, with respect to any Lender, the percentage equal to such Lender’s share of the Aggregate Term Loan Commitment,
or if the Term Loan Commitments have been terminated, its share of the outstanding principal balance of the Term Loan, in each
case as set forth beside such Lender’s name under the applicable heading on Schedule C-1 to this Agreement or in the
Assignment and Acceptance pursuant to which such Lender became a Lender under this Agreement, as such amounts may be reduced or
increased from time to time pursuant to assignments made in accordance with the provisions of Section 8.02.


 


“Quarterly ECF
Payment” shall have the meaning set forth in the definition of “Required ECF Payment”.


 


“RCRA”
shall have the meaning set forth in the definition of “Environmental Laws”.


 


 


 


 


 






    	 	17	 



     

    

 


“Real Properties”
shall mean, collectively, any real properties (land, buildings and/or improvements) now owned or leased or occupied by any and
all Loan Parties, and, during the period of any and all Loan Parties’ occupancy thereof, any other real properties heretofore
owned or leased by any and all Loan Parties (provided that, with respect to leased properties, the “Real Property”
shall refer only to the portion of the subject property (excluding common areas) leased by any and all Loan Parties).


 


“Register”
shall have the meaning set forth in Section 8.02.


 


“Related Fund”
shall mean, with respect to any Lender, (i) any fund, trust or similar entity that is advised or managed by (a) such Lender,
(b) an Affiliate of such Lender, (c) the same investment advisor that manages such Lender or (d) an Affiliate of
an investment advisor that manages such Lender or (ii) a finance company, insurance company or other financial institution
which temporarily warehouses loans for such Lender or any Person described in clause (i) above.


 


“Release”
shall have the meaning assigned to it in CERCLA, 42 U.S.C. §9601, as amended.


 


“Required ECF
Payment” shall mean, within five (5) Business Days following delivery of the financial statements required to be provided
pursuant to Section 5.04(b), prepayment of the outstanding amount of the Term Loan by the Borrower in an amount equal to
(each such payment, a “Quarterly ECF Payment”):


 


(a)              
with respect to the Fiscal Quarter ending June 30, 2018, the Applicable ECF Percentage multiplied by Excess Cash
Flow for such Fiscal Quarter;


 


(b)              
with respect to the Fiscal Quarter ending September 30, 2018, the Applicable ECF Percentage as of such date multiplied
by Excess Cash Flow for the two Fiscal Quarter period ending on such date minus the payment made pursuant to clause
(a) above;


 


(c)              
with respect to the Fiscal Quarter ending December 31, 2018, the Applicable ECF Percentage as of such date multiplied
by Excess Cash Flow for the three Fiscal Quarter period ending on such date minus the payments made pursuant to clauses
(a) and (b) above;


 


(d)              
with respect to the Fiscal Quarter ending March 31, 2019, the Applicable ECF Percentage as of such date multiplied by
Excess Cash Flow for the four Fiscal Quarter period ending on such date minus the payments made pursuant to clauses (a),
(b) and (c) above; and


 


(e)              
with respect to each Fiscal Quarter ending on any date thereafter, the Applicable ECF Percentage as of such date multiplied
by Excess Cash Flow for the four Fiscal Quarter period then ending on such date, minus the amount of Quarterly ECF Payments
made in respect of the previous three Fiscal Quarters;


 


provided, that:
(i) if the financial statements delivered pursuant to Section 5.04(a) for any Fiscal Year demonstrate that Applicable
ECF Percentage of the Excess Cash Flow for all periods for which Quarterly ECF Payments were due (such amount the “Audited
ECF Calculation”), exceeds the aggregate amount of all Quarterly ECF Payments actually made by Borrower, an additional
prepayment of the Term Loan shall be made by the Borrower, within five (5) Business Days following delivery of such financial statements,
in an amount equal to the amount by which the Audited ECF Calculation exceeds the actual aggregate amount of all Quarterly ECF
Payments made by Borrower; and (ii) if the financial statements delivered pursuant to Section 5.04(a) for any Fiscal Year
demonstrate that the aggregate amount of all Quarterly ECF Payments actually made by Borrower exceeds the Audited ECF Calculation,
an amount equal to the amount by which the actual aggregate amount of all Quarterly ECF Payments made by Borrower exceeds the Audited
ECF Calculation shall be automatically applied to the next Quarterly ECF Payment due under this Agreement.


 


 


 


 


 






    	 	18	 



     

    

 


“Required Lenders”
shall mean Lenders having Pro Rata Shares the aggregate amount of which exceeds fifty percent (50%) of the outstanding principal
amount of the Term Loan collectively.


 


“Revolving Commitment”
shall mean the “Maximum Revolving Facility” as defined in the Revolving Loan Credit Agreement in effect on the date
hereof or as amended, restated, supplemented or otherwise modified in accordance with the Intercreditor Agreement, which shall
not exceed $12,000,000.


 


“Revolving Lender”
shall mean Texas Capital Bank, National Association, together with all successors and assigns.


 


“Revolving Loan
Credit Agreement” shall mean that certain Loan Agreement, dated as of November 3, 2016, by and between the Borrower and
the Revolving Lender, as may be amended, amended and restated, modified, supplemented, refinanced, replaced, substituted or renewed
from time to time in accordance with the terms of the Intercreditor Agreement.


 


“Revolving Loan
Documents” shall mean all “Security Instruments” as defined in the Revolving Loan Credit Agreement, as amended,
amended and restated, modified, supplemented, refinanced, replaced, substituted or renewed from time to time in accordance with
the terms of the Intercreditor Agreement.


 


“Revolving Loans”
shall mean the revolving loans made to the Loan Parties from time to time by the Revolving Lender under the Revolving Loan Credit
Agreement.


 


“Same Store
Sales Percentage” shall mean, as of any date of determination, (i) the quotient of (a) the aggregate amount of sales
(excluding bulk sales of inventory) for all Mature Retail Locations for the twelve (12) month period ending on such date divided
by (b) the aggregate amount of sales (excluding bulk sales of inventory) for all Mature Retail Locations for the twelve (12)
month period ending such date of the immediately preceding calendar year minus (ii) one.


 


“Secured Persons”
shall mean the Agent and the Lenders.


 


“Security Documents”
shall mean the Collateral Agreement, the Control Agreements, and any other agreements or instruments securing or creating or evidencing
Liens securing all or any portion of the Obligations.


 


“Seller Debt
Subordination Agreement” shall mean that certain Amended and Restated Subordination Agreement, dated as of the Closing
Date, by and among the Sellers, Sponsor and the Agent and acknowledged by the Loan Parties.


 


 


 


 






    	 	19	 



     

    

 


“Seller Subordinated
Debt” shall mean all Indebtedness of the Loan Parties under the Seller Subordinated Note.


 


“Seller Subordinated
Debt Contribution” shall mean a capital contribution due from Sponsor to Parent no later than the first (1st)
Business Day of each Fiscal Quarter in the amount of (x) if an Event of Default under Section 7.01(b), 7.01(c) (solely
with respect to Section 6.18), 7.01(g) or 7.01(h) has occurred and is continuing as of such Business Day or
at any time after such Business Day prior to the making of such capital contribution, $200,000, and (y) otherwise, $100,000; provided,
that if, as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant
to Section 5.04(b) the Senior Leverage Ratio is less than 2.30:1.00, any portion of the Sponsor Equity Contribution made
on the Closing Date in excess of $3,500,000 but less than $4,000,000 (the “Sponsor Equity Contribution Excess”)
may be designated by the Loan Parties to be a Seller Subordinated Debt Contribution (and be permitted to be applied to the Seller
Subordinated Debt in accordance with the Seller Debt Subordination Agreement) so long as no Default or Event of Default has occurred
and is continuing as of (x) the last day of such Fiscal Quarter or (y) the date any Sponsor Equity Contribution Excess is so applied
to payment of the Seller Subordinated Debt, it being understood that if the Senior Leverage Ratio is greater than or equal to 2.30:1.00
as of the last day of any subsequent Fiscal Quarter, the Loan Parties shall not be permitted to so apply any Sponsor Equity Contribution
Excess to payment of the Seller Subordinated Debt on or after such day until such time as the Senior Leverage Ratio is less than
2.30:1.00 as of the last day of any Fiscal Quarter thereafter for which financial statements have been delivered pursuant to Section
5.04(b).


 


“Seller Subordinated
Note Documents” shall mean the Seller Subordinated Note and all other documents, instruments or agreements executed and
delivered by the Parent for the benefit of any holder of the Seller Subordinated Note (or the holder of any portion of the rights
of any Seller thereunder) in connection therewith, as may be amended, amended and restated, modified, supplemented, refinanced,
replaced, substituted or renewed from time to time in accordance with the terms of the Seller Debt Subordination Agreement.


 


“Seller Subordinated
Note” shall mean that certain Amended and Restated Subordinated Promissory Note, dated as of the date hereof, by Parent
in favor of the Sellers, as in effect on the date hereof or as amended in accordance with the Seller Debt Subordination Agreement.


 


“Sellers”
shall mean, collectively, the (a) Rodney and Sherry Spriggs Living Trust, dated April 18, 2012, (b) Steven and Anna Wilcox Living
Trust, dated May 15, 2012, and (c) Ken and Deanna Caviness Living Trust, dated July 12, 2002.


 


“Senior Debt”
shall mean (i)(a) solely for purposes of Section 4.07, the outstanding principal balance of the Revolving Loans as of the
Closing Date, and (b) for all other purposes, the average daily outstanding principal balance of the Revolving Loans during the
Fiscal Quarter most recently ended, plus (ii) all other Indebtedness of the Loan Parties as of the last day of the Fiscal
Quarter most recently ended, including the Obligations, minus (iii) the principal balance of the Seller Subordinated Debt
and the Sponsor Subordinated Debt as of the last day of the Fiscal Quarter most recently ended. For the avoidance of doubt, for
purposes of calculating Senior Debt, any obligation of any Loan Party under any lease (including any lease of real property) that
would have constituted an operating lease had such lease been in existence on the Closing Date shall not be deemed to constitute
Indebtedness of any Loan Party.


 


 


 


 


 






    	 	20	 



     

    

 


“Senior Leverage
Ratio” shall mean the ratio of Senior Debt of the Parent and its Subsidiaries on a consolidated basis to EBITDA for the
twelve (12) month period most recently ended.


 


“Specified Equity
Contribution” shall have the meaning set forth in Section 6.18(g).


 


“Sponsor”
shall mean Live Ventures Incorporated, a Nevada corporation.


 


“Sponsor Affiliate”
shall mean (a) Sponsor, (b) any Person in Control of, Controlled by, or under common Control with Sponsor (other than the Loan
Parties and their Subsidiaries), (c) any Person who has a substantial interest, direct or indirect, in Sponsor or any other Person
described in this definition, and (d) any officer or director of Sponsor or any other Person described in this definition (in each
case, except to the extent such officer or director is also an officer or director of a Loan Party or any Subsidiary of a Loan
Party). For the purpose of this definition, a “substantial interest” shall mean the direct or indirect legal or beneficial
ownership of more than ten percent (10%) of any class of Capital Stock.


 


“Sponsor Debt
Subordination Agreement” shall mean that certain Subordination Agreement, dated as of the Closing Date, by and among
the Sponsor and the Agent and acknowledged by the Loan Parties.


 


“Sponsor Equity
Contribution” shall have the meaning set forth in Section 4.09.


 


“Sponsor Equity
Contribution Excess” shall have the meaning set forth in the definition of “Seller Subordinated Debt Contribution”.


 


“Sponsor Guaranty”
shall mean the Continuing Guaranty, dated as of the Closing Date, by the Sponsor, in favor of the Agent, for its benefit and the
benefit of the other Secured Persons, as same may be amended, modified, supplemented and/or restated from time to time, pursuant
to which the Sponsor guarantees payment and performance of the Obligations upon the terms and conditions therein.


 


“Sponsor Subordinated
Debt” shall mean all Indebtedness of the Loan Parties under the Sponsor Subordinated Note.


 


“Sponsor Subordinated
Note” shall mean that certain Subordinated Promissory Note, dated as of the date hereof, by Parent in favor of the Sponsor,
as in effect on the date hereof or as amended in accordance with the Sponsor Debt Subordination Agreement.


 


“Sponsor Subordinated
Note Documents” shall mean the Sponsor Subordinated Note and all other documents, instruments or agreements executed
and delivered by the Parent for the benefit of any holder of the Sponsor Subordinated Note (or the holder of any portion of the
rights of Sponsor thereunder) in connection therewith, as may be amended, amended and restated, modified, supplemented, refinanced,
replaced, substituted or renewed from time to time in accordance with the terms of the Sponsor Debt Subordination Agreement.


 


 


 


 


 






    	 	21	 



     

    

 


“Subordinated
Debt” shall mean all Indebtedness of the Loan Parties which is contractually subordinated in right of payment, in a manner
satisfactory to the Agent (as evidenced by a subordination agreement pertaining thereto executed by the Agent and the holder of
such Indebtedness), to all of the Obligations, including the Seller Subordinated Note and Sponsor Subordinated Note.


 


“Subsidiary”
or “Subsidiaries” shall mean, with respect to any Person, any other Person of which an aggregate of more than
fifty percent (50%) of the outstanding shares of Capital Stock having ordinary voting power to elect a majority of the board of
directors (or other comparable body) of such other Person is at the time, directly or indirectly, owned legally or beneficially
by such Person or one or more Subsidiaries of such Person, or a combination thereof, or with respect to which any such Person has
the right to vote or designate the vote of more than fifty percent (50%) of such shares of Capital Stock whether by proxy, agreement,
operation of Applicable Law or otherwise. Unless the context otherwise requires, each reference to a Subsidiary shall mean a Subsidiary
of the Borrower.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


“Term Loan”
shall mean the term loan made pursuant to Section 2.01(a).


 


“Term Loan Commitment”
shall mean, with respect to any Lender, the percentage equal to such Lender’s share of the Aggregate Term Loan Commitment,
in each case as set forth beside such Lender’s name under the applicable heading on Schedule C-1 to this Agreement.


 


“Term Note”
shall mean any promissory note of the Borrower issued to a Lender with respect to the Term Loan, as described in Section 2.01(f).


 


“Third Party
Fee Cap” shall have the meaning set forth in the definition of “EBITDA”.


 


“Total Utilization
of Revolving Commitments” means, as at any date of determination, the aggregate principal amount of all outstanding Revolving
Loans.


 


 


 


 






    	 	22	 



     

    

 


“Transaction
Costs” shall mean the fees, costs and expenses payable by the Loan Parties on or before the Closing Date in connection
with the transactions contemplated by the Loan Documents.


 


“Treasury Regulations”
shall mean the United States Treasury regulations issued pursuant to the Code from time to time.


 


“TSCA”
shall have the meaning set forth in the definition of “Environmental Laws”.


 


“UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York (or of any other state the Applicable Laws of which
are required to be applied in connection with the perfection of security interests in any Collateral) on the Closing Date and hereafter
from time to time.


 


“Voluntary Act
Prepayment” shall mean (i) any voluntary prepayment made by or on behalf of Borrower of all or any portion of the outstanding
principal balance of the Term Loan, including any prepayment pursuant to Section 2.01(c), (ii) any mandatory prepayment
made or required to be made by or on behalf of Borrower of all or any portion of the outstanding principal balance of the Term
Loan pursuant to Section 2.01(d) resulting from a Prepayment Event under clauses (a), (c), (d) or (f)
of the definition of Prepayment Event, or (iii) any payment made or required to be made of all or any portion of the outstanding
principal balance of the Term Loan as a result of an acceleration, with or without notice, of all or any portion of the Obligations
pursuant to Section 7.02 in connection with (x) an Event of Default described in Section 7.01(g), or (y) any other
Event of Default, in the case of this clause (y), arising in all or in any part from any voluntary act of Borrower, any
other Loan Party or any of their respective Affiliates or any Sponsor Affiliates.


 


“Wholly-Owned
Domestic Subsidiary” shall mean each Domestic Subsidiary of which all of the outstanding shares of Capital Stock are
owned by the Borrower or another Wholly-Owned Domestic Subsidiary of Borrower.


 


“Wholly-Owned
Domestic Subsidiary Guarantor” shall mean each Wholly-Owned Domestic Subsidiary of Borrower that is a party to the Loan
Party Guaranty and as a result thereof guarantees the full and timely payment and performance of all of the Obligations.


 


“Wholly-Owned
Subsidiary” shall mean each Subsidiary of which all of the outstanding shares of Capital Stock (other than directors’
qualifying shares) are owned by the Borrower or another Wholly-Owned Subsidiary of Borrower.


 


“Working Capital”
shall mean, as at any date of determination, the excess or deficiency of Current Assets over Current Liabilities.


 


“Working Capital
Adjustment” shall mean, for any period of determination on a consolidated basis for the Loan Parties, the amount (which
may be a negative number) equal to (i) Working Capital as of the beginning of such period, minus (ii) Working Capital as
of the end of such period.


 


 


 


 


 


 






    	 	23	 



     

    

 


Section 1.02             
Accounting Terms and Determinations; Capitalized Leases.


 


Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including determinations
made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared
on a consolidated basis in accordance with GAAP applied on a consistent basis. If at any time any change in GAAP would affect the
computation of any financial ratio or financial requirement set forth in any Loan Document, and either the Borrower, the Agent
or Required Lenders shall so request, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP; provided that, until agreed to by the Borrower
and the Required Lenders, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) Borrower shall provide to the Agent and the Lenders financial statements and other documents required
under this Agreement and the other Loan Documents which include a reconciliation between calculations of such ratio or requirement
made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of
an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein
shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting
Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party or other Person at “fair value”,
as defined therein.


 


Notwithstanding anything
to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, in the event
of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of
this paragraph that they were in existence on the Closing Date) that would have constituted Capitalized Leases on the Closing Date
shall be considered Capitalized Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables
under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered
pursuant to this Agreement; provided that all such financial statements delivered to the Agent and the Lenders in accordance
with the terms of this Agreement after the date of such change in GAAP shall be accompanied by workpapers showing the adjustments
necessary to reconcile such financial statements with GAAP as in effect immediately prior to such change).


 


Section 1.03             
Other Definitional Provisions and References.


 


References in this Agreement
to “Articles”, “Sections”, “Annexes”, “Exhibits” or “Schedules” shall
be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term
defined herein may be used in the singular or plural. “Include”, “includes” and “including”
shall be deemed to be followed by “without limitation” unless otherwise specifically provided. Except as otherwise
specified or limited herein, references to any Person include the successors and assigns of such Person. References “from”
or “through” any date mean, unless otherwise specified, “from and including” or “through and including”,
respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties
hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance
obligation of the Loan Parties under this Agreement and each Loan Document. All amounts used for purposes of financial calculations
required to be made herein shall be without duplication. Unless otherwise specified herein, references to any statute or act shall
include all related current regulations and all amendments and any successor statutes, acts and regulations. Unless otherwise specified
herein, references to any agreement, instrument or document (i) shall include all schedules, exhibits, annexes and other attachments
thereto and (ii) shall be construed as referring to such agreement, instrument or other document as from time to time amended,
amended and restated, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
supplements or modifications set forth herein or in any other Loan Document). Unless otherwise specified herein, any reference
herein to any Person shall be construed to include such Person’s permitted successors and assigns. The words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. All covenants hereunder shall be given independent
effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted
by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or Event
of Default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given
independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another
representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness
of a breach of a representation or warranty hereunder.


 


 


 






    	 	24	 



     

    

 


II.       GENERAL
TERMS


 


Section 2.01       
Term Loan. 


 


(a)             
Term Loan. Subject at all times to all of the terms and conditions of this Agreement, each Lender hereby severally
agrees as to itself only (and not on behalf of any other Lender) to make a term loan to the Borrower in such Lender’s applicable
Pro Rata Share of the Aggregate Term Loan Commitment (collectively, the “Term Loan”). The Term Loan shall be
borrowed in a single borrowing on the Closing Date, and the Term Loan Commitment of each Lender shall terminate concurrently with
the making of the Term Loan on the Closing Date by each such Lender. Any principal amounts repaid in respect of the Term Loan may
not be reborrowed. Neither any Lender nor the Agent shall be responsible for the failure of any other Lender to fund its Pro Rata
Share of the Term Loan required hereunder.


 


(b)  
Amortization. Unless sooner due and payable by reason of acceleration resulting from an Event of Default, the outstanding
principal balance of the Term Loan shall be due and payable (i) in quarterly installments on the first (1st) day of each Fiscal
Quarter, commencing on July 1, 2018, in an amount equal to the Applicable Amortization Payment and (ii) in a final installment
due and payable on the Maturity Date, in an amount equal to the entire remaining balance. Such payments of the outstanding principal
balance of the Term Loan shall be made for the account of each Lender according to its Pro Rata Share thereof. The Borrower shall
pay the outstanding principal balance of the Term Loan in full on the Maturity Date.


 


(c)  
Voluntary Prepayments. All or any portion of the unpaid principal balance of the Term Loan, together with all accrued
and unpaid interest on the principal amount being prepaid, may at the Borrower’s option be prepaid in whole or in part, at
any time or from time to time, upon five (5) Business Days’ prior written notice to the Agent, with payment accompanied by
a Prepayment Premium, if any, as provided in Section 2.02(d).


 


 


 


 


 


 


 








    	 	25	 



     

    

 


(d)  
Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x)
with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier
of (i) 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section
5.04(b), (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of
the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three
(3) Business Days following the date of receipt by any Loan Party of any proceeds from such Prepayment Event (and on or before
the date that is three (3) Business Days following any date thereafter on which any other proceeds subject thereto are received
by any Loan Party), and (z) with respect to any other Prepayment Event, on the date (including on any date on or prior to the No
Call Period End Date) of receipt by any Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which
any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders
or any other Person, all of which is hereby expressly waived by the Borrower, in the amount equal to one hundred percent (100%)
of the proceeds (other than with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof,
net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each
case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment
Event; provided that with respect to a Prepayment Event of the type described in clause (b) of the definition of
Prepayment Event, so long as no Event of Default exists, to the extent that the proceeds received by such Person as a result of
such Prepayment Event do not exceed $150,000 in the aggregate during the applicable Fiscal Year (or, in the case of any Prepayment
Event of the type described in clause (b) of the definition of Prepayment Event resulting from an act of God, flood or fire,
do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of such receipt
to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar
functions or (II) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not
be required to prepay the Term Loan pursuant to this Section 2.01(d). Any such prepayment shall be accompanied by a Prepayment
Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the foregoing shall not be deemed to be implied
consent to any sale or other event or occurrence giving rise to a Prepayment Event.


 


(e)  
Application of Applicable Amortization Payments and Prepayments. All voluntary and mandatory prepayments of the Term
Loan shall be applied to the Applicable Amortization Payments in inverse order of maturity.


 


(f)   
Term Notes. Upon the request of any Lender, such Lender’s Pro Rata Share the Term Loan shall be evidenced by
a Term Note of the Borrower payable to such Lender or its registered assigns substantially in the form of Exhibit A attached
hereto. The terms of such Term Note, if any, are incorporated into this Agreement by this reference.


 


Section 2.02       
 Interest, Certain Payments, Fees and Premiums.


 


 


 


 


 


 


 


 






    	 	26	 



     

    

 


(a)  
Interest. The Borrower shall pay the Agent on behalf of the Lenders interest on the principal balance of the Term
Loan outstanding from time to time from the date hereof until the date that all of the Term Loan has been paid in full and each
of the Loan Documents have been terminated at the rate equal to the LIBOR Rate (or to the extent provided in Section 2.13,
the Base Rate) plus the Applicable Margin (the “Interest Rate”); provided, however, that the Interest
Rate shall be increased by three percent (3.00%) (“Default Rate Interest”) (1) automatically (without the need
for any election or notice) upon the occurrence and during the continuation of an Event of Default under Section 7.01(g)
or 7.01(h) and (2) at the election of Agent or the Required Lenders upon the occurrence and during the continuance of any
other Event of Default, which such election under this clause (2) shall be evidenced by the Agent or the Required Lenders
delivering written notice of such election to Borrower (it being understood and agreed that Agent or the Required Lenders shall
be permitted to elect to have Default Rate Interest provided for in this clause (2) apply retroactively back to the date
any then existing Event of Default first occurred). All interest shall be due and payable monthly in arrears on the first Business
Day of each calendar month and on the Maturity Date, and shall be computed on the daily unpaid balance of the Term Loan, based
on a three hundred sixty (360) day year, counting the actual number of days elapsed.


 


(b)  
 Closing Payment. The Borrower shall pay the Closing Payment to the Agent, for the benefit of the Lenders based on
their Pro Rata Shares thereof, on the Closing Date upon the execution and delivery of this Agreement as compensation for the making
of the Term Loan on the Closing Date (and not be counted as a repayment of the Term Loan). The Closing Payment shall be deemed
fully earned upon the parties’ execution and delivery of this Agreement, and shall not be refundable in whole or in part
and shall not be subject to reduction or set-off under any circumstances. The parties agree that for federal and state income tax
purposes, the Closing Payment shall be treated as an adjustment to issue price of the Term Loan in accordance with Treasury Regulation
Section 1.1273-2(g)(2), and the parties will file all their tax returns (including information returns) in a manner consistent
with this Section 2.02(b) unless there is a “determination” within the meaning of Code section 1313 to the contrary.


 


(c)  
Other Payments. The Borrower shall further pay to the Agent the amounts set forth in the Agent Payments Letter.


 


(d)  
Prepayment Premium. In the event that any Voluntary Act Prepayment (other than any regularly scheduled principal
amortization payments specifically provided for in Section 2.01(b)) of all or any portion of the Term Loan is made or is
required to be made for any reason whatsoever prior to the Maturity Date (including as a result of any acceleration of the Term
Loan resulting from an Event of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency
proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the payment of the subject principal amount and all
unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the benefit of the Lenders based on their
respective Pro Rata Shares thereof, a Prepayment Premium (as liquidated damages and compensation for the costs of the Lenders being
prepared to make funds available hereunder with respect to the Term Loan) in an amount equal to (i) if such Voluntary Act Prepayment
is made on or before the No Call Period End Date, the greater of (x) the Make Whole Amount with respect to the Affected Principal
Amount subject to such Voluntary Act Prepayment and (y) five percent (5.00%) with respect to the Affected Principal Amount subject
to such Voluntary Act Prepayment, (ii) if such Voluntary Act Prepayment is made after the No Call Period End Date but on or before
the second (2nd) anniversary of the Closing Date, an amount equal to three percent (3.00%) of the Affected Principal
Amount subject to such Voluntary Act Prepayment, (iii) if such Voluntary Act Prepayment is made after the second (2nd)
anniversary of the Closing Date but on or before the third (3rd) anniversary of the Closing Date, an amount equal to
one percent (1.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment
is made after the third (3rd) anniversary of the Closing Date, an amount equal to zero percent (0%) of the Affected
Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be deemed fully earned, and due and
payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be
refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges
and agrees that (x) the provisions of this Section 2.02(d) shall remain in full force and effect notwithstanding any rescission
by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02
or otherwise, (y) payment of any Prepayment Premium under this Section 2.02(d) constitutes liquidated damages and not a
penalty and (z) the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result
of such Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium under
this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation
of such lost profits or damages of the Agent and the Lenders.


 


 


 


 


 






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(e)             
Clearance. Payments received by Agent in respect of the Obligations after 12:00 noon New York time on any day shall
be deemed to be received on the next succeeding Business Day, and if any payment is received by Agent other than by wire transfer
of immediately available funds, such payment shall be subject to three (3) Business Days’ clearance prior to being credited
to the Obligations for interest calculation purposes.


 


Section 2.03       
Use of Proceeds. The Borrower shall utilize the proceeds of the Term Loan solely (a) to
refinance, in full on the Closing Date, the Indebtedness under the Existing Agreement, (b) to fund working capital growth
and other general corporate purposes of the Borrower and (c) to pay Transaction Costs. 


 


Section 2.04       
Further Obligations / Maximum Lawful Rate. With respect to all Obligations for which
the interest rate is not otherwise specified herein (whether such Obligations arise hereunder or under other Loan Documents, or
otherwise), such Obligations shall bear interest at the highest rate(s) in effect from time to time with respect to the Term Loan
and shall be payable upon demand by the Agent. In no event shall the interest or other amounts charged with respect to the Term
Loan or any other Obligation exceed the maximum amount permitted under Applicable Law. Notwithstanding anything to the contrary
herein or elsewhere, if at any time the rate of interest payable or other amounts hereunder or under any other Loan Document (the
“Stated Rate”) would exceed the highest rate of interest or other amount permitted under any Applicable Law
to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded,
the rate of interest and other amounts payable shall be equal to the Maximum Lawful Rate; provided, that if at any time
thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Applicable Law, continue
to pay interest and such other amounts at the Maximum Lawful Rate until such time as the total interest and other such amounts
received is equal to the total interest and other such amounts which would have been received had the Stated Rate been (but for
the operation of this provision) the interest rate payable or such other amounts payable. Thereafter, the interest rate and such
other amounts payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in
which event this provision shall again apply. In no event shall the total interest or other such amounts received by the Agent
or any Lender exceed the amount which it could lawfully have received had the interest and other such amounts been calculated for
the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, the Agent or any Lender has received interest
or other such amounts hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the
principal balance of the Term Loan or to other Obligations (other than interest) payable hereunder or under the other Loan Documents,
and if no such principal or other Obligations are then outstanding, such excess or part thereof remaining shall be paid to the
Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to the Agent or any Lender, such interest
shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation
is made. 


 


 


 


 


 


 


 






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Section 2.05       
Application of Payments. All amounts paid to or received by the Agent in respect of
the Obligations, from whatever source (whether from any Loan Party pursuant to this Agreement, the Loan Party Guaranty, or any
other Loan Document, any realization upon any Collateral or otherwise) shall, unless otherwise directed by the Borrower with respect
to any particular payment (provided, if an Event of Default is then in existence, the Agent may disregard the Borrower’s
direction), be applied by the Agent to the Obligations in such order as the Agent may elect when no Acceleration Event is in existence,
and while an Acceleration Event is in existence (or absent such election by Agent when no Acceleration Event is in existence) shall
be applied as follows: 


 


(A)            
FIRST, to the payment of all fees (other than the Prepayment Premium), costs, expenses and indemnities then owing to Agent
under this Agreement or any other Loan Document;


 


(B)             
SECOND, to the payment of all accrued and unpaid interest then owing to Agent in respect of any Agent Advances, until paid
in full;


 


(C)             
THIRD, to the payment of all principal then owing to Agent in respect of any Agent Advances, until paid in full;


 


(D)            
FOURTH, to the payment of all fees (other than the Prepayment Premium), costs, expenses and indemnities then due and owing
to Lenders in respect of the Term Loan, pro rata based on each Lender’s Pro Rata Share thereof, until paid in full;


 


(E)             
FIFTH, to the payment of all accrued and unpaid interest then due and owing to Lenders in respect of the Term Loan, pro
rata based on each Lender’s Pro Rata Share thereof, until paid in full;


 


(F)             
SIXTH, pro rata to the payment of all principal of the Term Loan then due and owing, pro rata based on each Lender’s
Pro Rata Share thereof, until paid in full;


 


(G)            
SEVENTH, to the payment of the Prepayment Premium then due and owing, pro rata based on each Lender’s Pro Rata Share
thereof, until paid in full; and


 


 


 


 


 


 


 


 






    	 	29	 



     

    

 


(H)            
EIGHTH, pro rata to the payment of all other Obligations then owing, until paid in full.


 


Section 2.06       
Obligations Unconditional/Withholding Taxes; Changes in Law.


 


(a)             
Obligations Unconditional/Withholding Taxes. The payment and performance of all Obligations shall constitute the
absolute and unconditional obligations of the Borrower, and shall be independent of any defense or rights of set-off, recoupment
or counterclaim which the Borrower or any other Person might otherwise have against the Agent, any Lender or any other Person.
All payments required (other than by the Agent to any Lender, or by the Agent or any Lender to any Loan Party) by this Agreement
and/or the other Loan Documents shall be made in Dollars (unless payment in a different currency is expressly provided otherwise
in the applicable Loan Document) and paid free of any deductions or withholdings for any taxes or other amounts and without abatement,
diminution or set-off. If any Loan Party is required by Applicable Law to make such a deduction or withholding from a payment hereunder
or under any other Loan Document, such Loan Party shall pay to the Agent such additional amount as is necessary to ensure that,
after the making of such deduction or withholding, the Agent and the Lenders receive (free from any liability in respect of any
such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or
withholding been made or required to be made. Each Loan Party shall (i) pay the full amount of such deduction or withholding,
which it is required to make by Applicable Law, to the relevant authority within the payment period set by Applicable Law, and
(ii) promptly after any such payment, deliver to the Agent an original (or certified copy) of an official receipt issued by
the relevant authority in respect of the amount withheld or deducted or, if the relevant authority does not issue such official
receipts, such other evidence of payment of the amount withheld or deducted as is acceptable to the Agent in the Agent’s
Discretion. Furthermore, the Loan Parties shall timely pay to the relevant governmental authority
in accordance with Applicable Law, or at the option of the Agent timely reimburse Agent and the Lenders for the payment of, any
Other Taxes.


 


(b)             
Changes in Law. If, at any time and from time to time after the Closing Date (or at any time before or after the
Closing Date with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations,
guidelines or directives thereunder or issued in connection therewith shall, regardless of the date enacted, adopted or issued,
or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case for purposes
of this clause (y) pursuant to Basel III), (i) any change in any existing law, regulation, treaty or directive or in
the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or application thereof,
or (iii) compliance by the Agent or any Lender with any request or directive (whether or not having the force of law) from
any governmental authority (A) subjects the Agent or any Lender to any tax, levy, impost, deduction, assessment, charge or
withholding of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to the Agent
or any Lender of any amount payable thereunder (except for an Excluded Tax), (B) imposes, modifies or deems applicable any reserve
(including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by the Agent or any Lender or imposes on the Agent or any Lender any other condition affecting the
Term Loan that bears interest at a rate determined by reference to the LIBOR Rate or its obligation to make the Term Loan that
bears interest at a rate determined by reference to the LIBOR Rate the result of which is to increase the cost to (or to impose
a cost on) the Agent or any Lender of making or maintaining the Term Loan that bears interest at a rate determined by reference
to the LIBOR Rate, or (C) imposes on the Agent or any Lender any other condition or increased cost in connection with the
transactions contemplated thereby or participations therein, and the result of any of the foregoing is to increase the cost to
the Agent or any Lender of making or continuing the Term Loan or to reduce any amount receivable hereunder or under any other Loan
Documents, then, in any such case, the Agent or such Lender shall, as soon as practicable thereafter, give written notice thereof
to the Borrower, and the Borrower shall pay to the Agent or such Lender, as applicable, promptly following such notice, any additional
amounts necessary to compensate the Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount as
reasonably determined by the Agent or such Lender. Each such notice of additional amounts payable pursuant to this Section 2.06(b)
submitted by the Agent or any Lender to the Borrower must also be sent to the Agent and shall, absent manifest error, be final,
conclusive and binding for all purposes.


 


 


 


 


 


 






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Section 2.07       
Taxes. 


 


(a)             
Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign
Lender”) for U.S. federal income tax purposes shall execute and deliver to Borrower and Agent, on or prior to the Closing
Date (in the case of each Foreign Lender that is a party hereto on the Closing Date) or on or prior to the date of any assignment
pursuant to which it becomes a Lender (in the case of each other Foreign Lender) one or more (as Borrower or Agent may reasonably
request) IRS Forms W-8ECI, W-8BEN, W-8BEN-E, W-8IMY (as applicable) or other applicable form, certificate or document prescribed
by the Code, the regulations issued thereunder or the United States Internal Revenue Service certifying as to such Foreign Lender’s
entitlement to exemption from withholding or deduction of all relevant taxes, and, in the case of such Foreign Lender claiming
the benefits of the exemption for portfolio interest under Section 881(c) of the Code, a certificate to the effect that such Foreign
Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described
in section 881(c)(3)(C) of the Code. Such forms shall be delivered by each Foreign Lender on or before the date it becomes a party
to this Agreement and on or before the date, if any, such Foreign Lender changes its applicable lending office by designating a
different lending office. Borrower shall not be required to pay additional amounts for United States federal withholding taxes
to any Foreign Lender or indemnify such Foreign Lender for United States federal withholding taxes pursuant to Sections 2.06
and 2.07 to the extent that the obligation to pay such additional amounts or pay such taxes would not have arisen but for
the failure of such Foreign Lender to comply with this paragraph.


 


(b)             
Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code
shall deliver to each of the Borrower and Agent a duly signed, properly completed IRS Form W-9 (or successor form) on or prior
to the Closing Date (or on or prior to the date it otherwise becomes a party hereto), certifying that such Lender is entitled to
an exemption from, or is otherwise not subject to, United States backup withholding tax. Borrower shall not be required to pay
additional amounts for United States federal withholding taxes to any Lender or indemnify such Lender for United States federal
withholding taxes pursuant to Sections 2.06 and 2.07 to the extent that the obligation to pay such additional amounts
or pay such taxes would not have arisen but for the failure of such Lender to comply with this paragraph.


 


 


 


 


 


 


 


 


 


 


 


 








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(c)             
Each Lender required to deliver any forms, certificates, or other evidence with respect to United States federal income
tax withholding matters pursuant to this Section 2.07 hereby agrees, from time to time, after the initial delivery by such
Lender of such forms, certificates, or other evidence (and whenever a lapse in time or change in circumstance renders such forms,
certificates, or other evidence obsolete or inaccurate in any material respect) to promptly deliver to Agent and Borrower one or
more original copies of, as applicable, IRS Forms W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or W-9, a certificate to the effect that such
Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder”
of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described
in section 881(c)(3)(C) of the Code, and such other documentation required by the Code, the regulations issued thereunder, or the
United States Internal Revenue Service or otherwise by Applicable Law, all as reasonably requested by Borrower in writing to confirm
or establish that such Lender is not subject to deduction or withholding of United States federal income taxation with respect
to payments made to such Lender under the Loan Documents. If a payment made to a Lender under any Loan Document would be subject
to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements
of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and the Agent, at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the
Borrower or the Agent, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower
and the Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s
obligations under FATCA or to determine, if necessary, the amount to deduct and withhold from such payment. For the avoidance of
doubt, for the purposes of this Section 2.07(c), “FATCA” shall include any amendments made to FATCA after the
date of this Agreement.


 


(d)             
Borrower shall indemnify the Agent and each Lender for the full amount of taxes (other than Excluded Taxes) arising in connection
with this Agreement or any other Loan Document (including any such taxes imposed or asserted on or attributable to amounts payable
under Sections 2.06 and 2.07) paid by Agent or each such Lender and any reasonable out-of-pocket third party expenses
arising therefrom or with respect thereto (including reasonable attorneys’ fees), whether or not such taxes were correctly
or legally imposed or asserted by the relevant governmental authority.


 


(e)  
This Section 2.07 and Section 2.06 shall remain operative and in full force and effect regardless of the expiration
or any termination of this Agreement.


 


Section 2.08       
Reversal of Payments. To the extent that any payment or payments made to or received
by the Agent or any Lender pursuant to this Agreement or any other Loan Document are subsequently invalidated, declared to be fraudulent
or preferential, set aside, or required to be repaid to any trustee, receiver or other Person under any state, federal or other
bankruptcy or other such Applicable Law, then, to the extent thereof, such amounts (and all Liens, rights and remedies therefore)
shall be revived as Obligations and continue in full force and effect under this Agreement and under the other Loan Documents as
if such payment or payments had not been received by the Agent or such Lender. This Section 2.08 shall remain operative
and in full force and effect regardless of the expiration or any termination of this Agreement.


 


 


 


 


 


 


 






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Section 2.09       
Set-Off Rights. The Parent and the Borrower each agrees that the Agent, each Lender
and each of their respective Affiliates have all rights of set-off and bankers’ lien provided by Applicable Law, and in addition
thereto, the Parent and the Borrower each agrees that at any time an Event of Default has occurred and is continuing, the Agent
and each Lender may (upon written notice to the Loan Parties) apply to the payment of any Obligations, whether or not then due,
any and all balances, credits, deposits, accounts or moneys or other properties of any Loan Party then or thereafter with the Agent,
any Lender or any of their respective Affiliates. Notwithstanding the foregoing, no Lender shall exercise, or permit any of its
Affiliates to exercise, any rights described in the preceding sentence without the prior written consent of the Agent.


 


Section 2.10       
Making of Payments; Settlement of Payments. All payments made by the Borrower or any
other Loan Party under any Loan Document to the Agent or any Lender shall be paid directly by the Borrower or such Loan Party to
Agent (as opposed to any individual Lender) without setoff, recoupment or counterclaim and in immediately available funds by wire
transfer to Agent’s account specified below (or to such other account designated in writing from time to time by Agent to
Borrower) not later than 12:00 noon New York time on the date due, and funds received after that hour shall be deemed to have been
received by Agent on the following Business Day. Wiring instructions for the Agent’s account are as follows:


 


	Bank Name:	Citibank, N.A.
	Bank Address:	153 East 53rd Street, 18th Floor
	 	New York, NY 10022
	Swift:	CITIUS33
	ABA#:	021-000-089
	Account Number:	

6779035780
	Account Name: 	Comvest Capital IV, L.P. 
	Reference:	Vintage Stock, Inc.


 


The Agent shall promptly remit to each
Lender its share of all principal payments received with respect to the Term Loan in collected funds by the Agent from the Borrower
for the account of such Lender. On the first Business Day of each month (each an “Interest Settlement Date”),
the Agent will notify each Lender of the amount of such Lender’s applicable Pro Rata Share of interest on the Term Loan as
of the end of the last day of the immediately preceding month. Provided that such Lender is not a Defaulting Lender, the Agent
will pay to such Lender, by wire transfer to such Lender’s account on the next Business Day following the Interest Settlement
Date, such Lender’s Pro Rata Share of interest received in collected funds by the Agent from the Borrower for the account
of such Lender for the immediately preceding month. It is agreed and understood that, in the case of a Defaulting Lender, the Agent
shall be entitled to set off the funding shortfall of such Defaulting Lender against such Defaulting Lender’s respective
share of any payments received by or on behalf of any Loan Party.


 


 


 


 


 


 


 


 


 






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Section 2.11       
Proration of Payments. If any Lender shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of set-off or otherwise) on account of principal of or interest on the Term Loan (but excluding (i)
any payment pursuant to Section 2.06 or Section 2.07 and (ii) participations and assignments pursuant to Sections
8.01 and 8.02) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on
account of principal of and interest on the Term Loan then held by them, then such Lender shall purchase from the other Lenders
such participations in the Term Loan held by them as shall be necessary to cause such purchasing Lender to share the excess payment
or other recovery ratably with each of them; provided, that if all or any portion of the excess payment or other recovery
is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent
of such recovery.


 


Section 2.12       
Recordkeeping. Agent, on behalf of each Lender, shall record in its records the date
and amount of the portion of the Term Loan made by each Lender and each repayment thereof. The aggregate unpaid principal amount
so recorded shall be rebuttably presumptive evidence of the principal amount of the Term Loan owing and unpaid. The failure to
record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations
of the Borrower hereunder or under any Note to repay the principal amount of the Term Loan hereunder, together with all interest
accruing thereon.


 


Section 2.13       
Certain Provisions Regarding the LIBOR Rate.


 


(a)  
If the Agent determines (which determination shall be binding and conclusive on Borrower) in the Agent’s Discretion
that, by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining
the LIBOR Rate, then the Agent shall promptly notify Borrower thereof and, so long as such circumstances shall continue, the Term
Loan shall, unless then repaid in full, automatically bear interest at a per annum rate determined by reference to the Base Rate
plus the Applicable Margin.


 


(b)  
If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law
or regulation by any governmental or other regulatory body charged with the administration thereof, would make it (or in the good
faith judgment of the Agent or any Lender cause a substantial question as to whether it is) unlawful for the Agent or such Lender
to make, maintain or fund loans based on the LIBOR Rate, then the Agent or such Lender, as applicable, shall promptly notify Borrower
and the Agent and, so long as such circumstances shall continue,  the Term Loan shall automatically bear interest at a per
annum rate determined by reference to the Base Rate plus the Applicable Margin.


 


(c)  
Notwithstanding any provision of this Agreement to the contrary, the Agent and the Lenders shall be entitled to fund and
maintain its funding of all or any part of its Pro Rata Share of the Term Loan in any manner it may determine at its sole discretion.


 


III.       REPRESENTATIONS
AND WARRANTIES


 


The Parent and the Borrower
each hereby jointly and severally make the following representations and warranties to the Agent and the Lenders, in each case,
as of the Closing Date, all of which representations and warranties shall survive the Closing Date and the making of the Term Loan,
and are as follows:


 


 


 


 


 


 


 






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Section 3.01       
Financial Matters.


 


(a)  
The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including
balance sheets, statements of income and statements of cash flows) of the Parent and its Subsidiaries as of September 30, 2017
for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30,
2018 for the seven (7) month period then ended (collectively, the “Financial Statements”).


 


(b)  
The Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis for all periods
(subject, in the case of unaudited statements, to the absence of full footnote disclosures, and to normal non-material year-end
audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects
the financial condition of each Loan Party as of said dates, and the results of each of their operations for the periods stated,
(iv) contain and reflect all necessary adjustments and accruals for a fair presentation, in all material respects, of the
financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods
covered by such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for
the various assets and liabilities (including deferred revenues) of the Loan Parties, fixed or contingent, and the results of each
of their operations and transactions in its accounts, as of the dates and for the periods referred to therein.


 


(c)  
As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedule, no Loan Party has any
liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively
“Liabilities and Contingencies”), including Liabilities and Contingencies under employment agreements and with
respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities
and Contingencies disclosed or reflected in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred
in the Ordinary Course of Business and consistent with past practice since the date of the most recent Financial Statements, or
(iii) those Liabilities and Contingencies which are not required to be disclosed or reflected under GAAP. The reserves, if any,
reflected on the consolidated balance sheet of the Parent included in the most recent Financial Statements are appropriate and
reasonable. As of the Closing Date, no Loan Party has had (during the periods covered by the Financial Statements) or presently
does have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations
or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth or provided for in
the Financial Statements or in Schedule 3.01 of the Disclosure Schedule.


 


(d)  
Since the date of the most recent Financial Statements through the Closing Date, except as set forth in Schedule 3.01
of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise),
assets, liabilities, reserves, business, management or operations of any Loan Party, including the following:


 


(i)          
there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency
or other reserve relating to any Loan Party;


 


(ii)       
there have been (A) no material write-downs in the value of any inventory of, and there have been no write-offs as uncollectible
of any notes, Accounts or other receivables of any Loan Party other than write-offs of Accounts or other receivables reserved in
full as of the date of the most recent Financial Statements, and (B) no reserves established for the uncollectibility of any notes,
Accounts or other receivables of any Loan Party except to the extent that the same have been disclosed to the Agent and the Lenders
in writing;


 


 


 


 


 


 


 






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(iii)     
no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real,
personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by any Loan Party except in the
Ordinary Course of Business;


 


(iv)      
there has been no change in any method of accounting or accounting practice utilized by any Loan Party;


 


(v)        
no material casualty, loss or damage has been suffered by any Loan Party, regardless of whether such casualty, loss or damage
is or was covered by insurance;


 


(vi)      
no Loan Party has received written notice of any changes in the policies or practices of any customer, supplier or referral
source which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;


 


(vii)   
there has been no incurrence of (A) any liability or obligation outside of the Ordinary Course of Business, or (B) any Indebtedness
other than Permitted Indebtedness;


 


(viii) 
there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind
by any Loan Party to or in respect of any Capital Stock of any Loan Party; and


 


(ix)      
no action described in this Section 3.01(d) has been agreed to be taken by any Loan Party.


 


Section 3.02       
Organization; Corporate Existence.


 


(a)  
Each of the Loan Parties (i) with respect to the Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of Missouri, (ii) with respect to each other Loan Party is duly organized and validly
existing and in good standing under the laws indicated with respect to such other Loan Party on Schedule 3.02 of the
Disclosure Schedule and is the type of entity indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure
Schedule, (iii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as
now conducted and as proposed hereafter to be conducted, (iv) is qualified to do business as a foreign entity in each jurisdiction
in which the failure of such Loan Party to be so qualified could reasonably be expected to have a Material Adverse Effect, and
(v) has all requisite right, power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents
to which it is a party and to consummate all of the transactions contemplated by the Loan Documents. True and complete copies of
the Organic Documents of each Loan Party, together with all amendments and modifications thereto, have been furnished to the Agent.


 


 


 


 


 


 


 


 


 








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(b)  
The Borrower is a direct and Wholly-Owned Subsidiary of the Parent. The outstanding Capital Stock of the Borrower, the Subsidiaries
and the Parent, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other
rights to acquire Capital Stock of the Borrower, the Subsidiaries and the Parent, in each case, as of the Closing Date, are as
set forth in Schedule 3.02 of the Disclosure Schedule.


 


(c)  
On the Closing Date, the Borrower has no Subsidiaries and the Parent has no Subsidiaries other than the Borrower.


 


Section 3.03       
Authorization. 


 


(a)  
The execution, delivery and performance by the Borrower and each other Loan Party of their respective obligations under
the Loan Documents to which they are a party, and the consummation of each of the transactions contemplated hereby, have been duly
authorized by all requisite corporate and other action and will not, either prior to or as a result of the consummation of the
transactions contemplated by the Loan Documents: (i) violate any provision of Applicable Law, any order of any court or other
agency of government, any provision of the Organic Documents of any such Person, or any Contract to which any such Person is a
party, or by which any such Person or any assets or properties of any such Person are bound, or (ii) be in conflict with, result
in a breach of, or constitute (after the giving of notice or lapse of time or both) a default under, or, except for any Lien in
favor of Agent, for the benefit of Agent and the other Secured Persons, as may be provided in the Loan Documents, result in the
creation or imposition of any Lien of any nature whatsoever upon any of the property or assets of Borrower or any other Loan Party
pursuant to, any such Organic Document, Contract or otherwise.


 


(b)  
Except for the filing of amendments to financing statements in respect of any and all Lien filings against the Loan Parties
under the Existing Agreement, no Loan Party is required to obtain any Government Approval, consent or authorization from, or to
file any declaration or statement with, any governmental instrumentality or agency in connection with or as a condition to the
execution, delivery or performance of any of the Loan Documents or any of the transactions contemplated hereby.


 


(c)  
Each of the Loan Documents constitutes the valid and binding obligation of each Loan Party (in each case to the extent a
party thereto), enforceable against each such Loan Party in accordance with each of their respective terms, except as enforceability
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium laws, or other similar laws affecting
creditors’ rights and general principles of equity.


 


Section 3.04       
Litigation. Except as disclosed on Schedule 3.04 of the Disclosure Schedule,
there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now
pending or, to the knowledge of the Parent or the Borrower, threatened against or affecting any Loan Party or any of their respective
assets, which, if adversely determined, could, in the aggregate, reasonably be expected to have a Material Adverse Effect or result
in liabilities to the Loan Parties in excess of $100,000. Neither the Parent nor the Borrower has any knowledge of any state of
facts, events, conditions or circumstances which could reasonably be expected to properly constitute grounds for or the basis of
any suit, action, arbitration, proceeding or investigation (including any unfair labor practice charges, interference with union
organizing activities, or other labor or employment claims) against or with respect to any Loan Party which, if adversely determined,
could, in the aggregate, reasonably be expected to have a Material Adverse Effect or result in liabilities in excess of $100,000.


 


 


 


 


 


 


 








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Section 3.05       
Material Contracts. Except as disclosed on Schedule 3.05(1) of the Disclosure
Schedule, no Loan Party is (a) a party to any Contract the termination of which could reasonably be expected to have a Material
Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in (x) any Contract to which it is a party or by which any of its assets or properties is bound, which default,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess
of $150,000 or (y) any Material Contract. Except as disclosed on Schedule 3.05(2) of the Disclosure Schedule, no Loan
Party is party to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements
or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services
to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations
or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses
or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee,
(vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any Loan
Party is a party (in each case with respect to any Contract of the type described in the preceding clauses (i), (iii), (iv),
(v), (vi) and (vii) requiring payments of more than $150,000 in the aggregate in any Fiscal Year), (viii) partnership
agreements to which any Loan Party is a partner, limited liability company agreements to which any Loan Party is a member or manager,
or joint venture agreements to which any Loan Party is a party, (ix) real estate leases or (x) any other Contract to which any
Loan Party is a party, in each case with respect to this clause (x), the breach, nonperformance or cancellation of which
could reasonably be expected to have a Material Adverse Effect (all types of Contracts (subject to any applicable thresholds expressly
provided in this Section 3.05) referenced in this Section 3.05 are hereinafter referred to as “Material
Contracts”).  


 


Section 3.06       
Title to Properties. Each Loan Party has good title to all of its properties and assets,
free and clear of all mortgages, security interests, restrictions, encumbrances and other Liens of any kind, except for restrictions
on the nature of use thereof imposed by Applicable Law, and except for Permitted Liens, none of which materially interfere with
the use and enjoyment of such properties and assets in the normal course of the Business Operations as presently conducted, or
materially impair the value of such properties and assets for the purpose of such business. 


 


Section 3.07       
Real Property. Schedule 3.07 of the Disclosure Schedule sets forth a correct
and complete list of all Real Properties owned, leased or occupied by any Loan Party on the Closing Date, including a statement
as to whether such property is owned, leased and or occupied by any Loan Party. Each of the Loan Parties has a valid interest in
each Real Property currently leased or occupied by the Loan Parties. No Loan Party nor, to Parent’s or the Borrower’s
knowledge, any other party thereto, is in material breach or violation of any requirements of any such lease; and such Real Properties
are in good condition (reasonable wear and tear excepted) and are adequate for the current and proposed businesses of the Loan
Parties. The use of such Real Properties by the Loan Parties in the normal conduct of the Business Operations does not violate
in any material respect any applicable building, zoning or other Applicable Law, ordinance or regulation affecting such Real Properties,
and no covenants, easements, rights-of-way or other such conditions of record impair in any material respect any Loan Party’s
use of such Real Properties in the normal conduct of the Business Operations.


 


 


 


 


 


 


 






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Section 3.08       
Machinery and Equipment. The machinery and equipment owned and/or used by the Loan
Parties is, as to each individual material item of machinery and equipment, and in the aggregate as to all such material machinery
and equipment, in good and usable condition and in a state of good maintenance and repair (reasonable wear and tear excepted),
and adequate for its use in the Business Operations.


 


Section 3.09       
Capitalization. Neither the Parent nor the Borrower, directly or indirectly, owns any
Capital Stock of any other Person except that the Parent owns all of the Capital Stock issued by the Borrower. 


 


Section 3.10       
Solvency. After giving effect to the Term Loan, the borrowings made by the Borrower
under this Agreement, and the consummation of the transactions contemplated hereby: (a) no Loan Party is insolvent or has
unreasonably small capital for its business, (b) the fair saleable value of all of the assets and properties of each of each
Loan Party exceeds the aggregate liabilities and Indebtedness of each such Loan Party (including contingent liabilities), (c) no
Loan Party is contemplating either the filing of a petition under any state, federal or other bankruptcy or insolvency law, or
the liquidation of all or any substantial portion of its assets or property, (d) no Loan Party has any knowledge of any Person
contemplating the filing of any such petition against any Loan Party thereof, and (e) each Loan Party reasonably anticipates
that it will be able to pay its debts as they mature.


 


Section 3.11       
No Investment Company. No Loan Party is an “investment company” or a company
“controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940,
as amended.


 


Section 3.12       
Margin Securities. No Loan Party owns or has any present intention of acquiring any
“margin security” or any “margin stock” within the meaning of Regulations T, U or X of the FRB (herein
called “margin security” and “margin stock”). None of the proceeds of the Term Loan will be used, directly
or indirectly, for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any Indebtedness which was
originally incurred to purchase or carry, any margin security or margin stock or for any other purpose which might constitute the
transactions contemplated hereby a “purpose credit” within the meaning of said Regulations T, U or X, or cause this
Agreement to violate any other regulation of the FRB or the Exchange Act, or any rules or regulations promulgated under such statutes.



 


Section 3.13       
Taxes. 


 


(a)  
All federal and material state, local and other tax returns and tax reports required to be filed by any Loan Party have
been timely filed after giving effect to legally available extensions to file such returns with the appropriate governmental agencies
in all jurisdictions in which such returns and reports are required to be filed. All federal and material state, local, foreign
and other income, franchise, sales, use, property, excise, ad valorem, value-added, payroll and other taxes (including interest,
penalties and additions to tax and including estimated tax installments where required to be filed and paid) due from or with respect
to the Loan Parties have been fully paid, and appropriate accruals have been made on the Loan Parties’ books for taxes not
yet due and payable. All material taxes and other assessments and levies which any Loan Party is required by Applicable Law to
withhold or to collect have been duly withheld and collected, and have been paid over to the proper governmental authorities to
the extent due and payable. Except as set forth in Schedule 3.13 of the Disclosure Schedule, there are no material outstanding
or pending claims, deficiencies or assessments for taxes, interest or penalties with respect to any taxable period of any Loan
Party, and no outstanding tax Liens.


 


 


 


 


 


 


 






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(b)  
Except as disclosed in Schedule 3.13 of the Disclosure Schedule, neither the Parent nor the Borrower has any knowledge
or has received written notice of any pending audit with respect to any federal, state, local or other tax returns of any Loan
Party, and no waivers of statutes of limitations have been given or requested with respect to any tax years or tax filings of any
Loan Party.


 


(c)  
No Loan Party engages in any transaction or holds any investment that would give rise to non-deductible expenses, non-creditable
taxes, or income inclusions under sections 162(c), (e), (f), (g), or (j), 280E, 901(j), 908, or 952(a) of the Code or similar laws.


 


Section 3.14       
ERISA. With respect to each obligation of any Loan Party or any ERISA Affiliate to
make any contributions to any pension, profit sharing or other similar plan providing for deferred compensation to any employee
as may now exist or may hereafter be established by such Loan Party or an ERISA Affiliate of such Loan Party, or for which such
Loan Party or such ERISA Affiliate have a duty to contribute and which constitutes an “employee pension benefit plan”
within the meaning of Section 3(2) of ERISA: (a) the Loan Parties or the subject ERISA Affiliate has paid when due all amounts
necessary to fund such plan(s) in accordance with its terms and applicable law, including Section 412 of the Code, (b) except for
normal premiums payable by the Loan Parties to the Pension Benefit Guaranty Corporation (“PBGC”), no Loan Party
nor the subject ERISA Affiliate has taken any action which could reasonably be expected to result in any material liability to
the PBGC, or any of its successors or assigns, (c) the present value of all accrued benefits thereunder has not at any time exceeded
the value of the assets of such plan(s) allocable to such accrued benefits, (d) there have not been any transactions that could
reasonably be expected to result in the imposition of any tax or penalty under Section 4975 of the Code or under Section 502 of
ERISA on any Loan Party, (e) there has not been any termination or partial termination thereof (other than a partial termination
resulting solely from a reduction in the number of employees of a Loan Party or an ERISA Affiliate of any Loan Party, which reduction
is not anticipated by any Loan Party), and there has not been any “reportable event” (as such term is defined in Section
4043(b) of ERISA) on or after the effective date of Section 4043(b) of ERISA with respect to any such plan(s) subject to Title
IV of ERISA, (f) no “accumulated funding deficiency” (within the meaning of ERISA) has been, (g) such plan(s) have
been “qualified” within the meaning of Section 401(a) of the Code, and have been duly administered in all material
respects in compliance with ERISA and the Code, and (h) no Loan Party is aware of any fact, event, condition or cause which could
reasonably be expected to adversely affect the qualified status thereof. As respects any “multiemployer plan” (as such
term is defined in Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof has heretofore been, is now,
or may hereafter be required to make contributions, any Loan Party or such ERISA Affiliate has made all required contributions
thereto, and there has not been any “complete withdrawal” or “partial withdrawal” (as such terms are respectively
defined in Sections 4203 and 4205 of ERISA) therefrom on the part of any Loan Party or such ERISA Affiliate. 


 


 


 


 


 


 


 


 


 


 


 








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Section 3.15       
Intellectual Property. The Loan Parties own or have the valid right to use all material
patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology
and other intellectual property used, marketed and sold in the Business Operations, and the Loan Parties are in compliance in all
material respects with all licenses, user agreements and other such agreements regarding the use of intellectual property used
in the Business Operations; and neither the Parent nor the Borrower has any knowledge that, or has received any written notice
claiming that, any of such intellectual property infringes upon or violates the rights of any other Person.


 


Section 3.16       
Compliance with Laws. Except as set forth on Schedule 3.16 of the Disclosure
Schedule: (a) the Loan Parties are in compliance, in all material respects, with all occupational safety, health, wage and hour,
employment discrimination, environmental flammability, labeling and other Applicable Law; (b) no Loan Party is aware of any state
or facts, events, conditions or occurrences which may now or hereafter constitute or result in a violation, in any material respect,
of any Applicable Law, or which may reasonably be expected to give rise to the assertion of any such violation; (c) no Loan Party
has received written notice of default or violation, nor is any Loan Party in default or violation, with respect to any judgment,
order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other governmental
agency, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of any Loan Party’s
business, affairs, properties or assets; and (d) no Loan Party has received written notice of or been charged with, or is, to the
Parent’s or the Borrower’s knowledge, under investigation with respect to, any violation in any material respect of
any provision of any Applicable Law.


 


Section 3.17       
Licenses and Permits. Each Loan Party has all federal, state, local and other licenses
and permits required to be maintained in connection with and material to the Business Operations, and all such licenses and permits
are valid and in full force and effect. Each Loan Party has complied with the requirements of such licenses and permits in all
material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination,
revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause
or permit any of such licenses or permits to be voided, revoked or withdrawn.


 


Section 3.18       
Insurance. Schedule 3.18 of the Disclosure Schedule lists all insurance coverages
maintained by each Loan Party on the Closing Date, including the names of insurers, policy limits and deductibles in summary fashion.
No Loan Party has received written notice of cancellation or intent not to renew any of such policies, and there has not occurred,
and no Loan Party is aware of any occurrence or the existence of any condition (other than general industry-wide conditions) such
as could reasonably be expected to cause any of such insurers to cancel any of such insurance coverages, or could be reasonably
likely to materially increase the premiums charged to any Loan Party for coverages consistent with the scope and amounts of coverages
as in effect on the Closing Date. 


 


 


 


 


 


 


 






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Section 3.19       
Environmental Laws.


 


(a)  
Each Loan Party has complied in all material respects with all Environmental Laws relating to its business and properties,
and to the knowledge of the Parent and the Borrower there exist no Hazardous Substances, nor underground storage tanks at, on,
under or about, any of the Real Properties the existence of which could reasonably be expected to have a Material Adverse Effect
or result in liabilities in excess of $50,000 in the aggregate to any Loan Party.


(b)  
No Loan Party has received written notice of any pending or threatened litigation or administrative proceeding which in
any instance (i) asserts or alleges any violation of applicable Environmental Laws on the part of any Loan Party, (ii) asserts
or alleges that any Loan Party is required to clean up, remove or otherwise take remedial or other response action due to the disposal,
depositing, discharge, leaking or other release of any Hazardous Substances, or (iii) asserts or alleges that any Loan Party is
required to pay all or any portion of the costs of any past, present or future cleanup, removal or remedial or other response action
or compensation for damage to persons or property which arises out of or is related to the disposal, depositing, discharge, leaking
or other release of any Hazardous Substances by any Loan Party. To the Parent’s and the Borrower’s knowledge, no Loan
Party is subject to any judgment, decree, order or citation related to or arising out of any Environmental Laws. To the Parent’s
and the Borrower’s knowledge, no Loan Party has been named or listed as a potentially responsible party by any governmental
body or agency in any matter arising under any Environmental Laws. No Loan Party is a participant in, nor does the Parent or the
Borrower have knowledge of, any governmental investigation involving any of the Real Properties.


 


(c)  
No Loan Party nor, to the Parent’s and the Borrower’s knowledge, any other Person has caused or permitted any
Hazardous Substances or other materials to be stored, deposited, treated, recycled or disposed of on, under or at any of the Real
Properties which materials, if known to be present, could reasonably be expected to require or authorize cleanup, removal or other
remedial action by any Loan Party under any applicable Environmental Laws.


 


Section 3.20       
Sensitive Payments. No Loan Party has (a) made any contributions, payments or gifts
to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution,
payment or gift is illegal under the Applicable Laws of the United States or the jurisdiction in which made or any other applicable
jurisdiction, (b) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries
on its books, (c) made any payments to any Person with the intention that any part of such payment was to be used for any purpose
other than that described in the documents supporting the payment, or (d) engaged in any “trading with the enemy” or
other transactions violating any rules or regulations of the Office of Foreign Assets Control or any similar Applicable Laws, rules
or regulations.


 


Section 3.21       
No Material Adverse Change. Since September 30, 2017, there has been no material adverse
change in the business, operations, properties or condition (financial or otherwise) of any Loan Party. 


 


Section 3.22       
No Default. After giving effect to the Assignment Agreement, no Default or Event of
Default has occurred and is continuing. 


 


 


 


 


 


 


 






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Section 3.23       
Brokers. Except as set forth on Schedule 3.23 of the Disclosure Schedules,
and except for fees payable to the Agent and the Lenders pursuant to the Loan Documents, no broker, finder or other intermediary
has brought about the obtaining, making or closing of the transactions contemplated by the Loan Documents, and no Loan Party, has
or will have any obligation to any Person in respect of any finder’s or brokerage fees in connection herewith or therewith.


 


Section 3.24       
Full Disclosure. No statement of fact made in writing (other than the projections or
any other forward-looking information and any information of a general economic or industry-specific nature) by or on behalf of
any Loan Party or any Affiliate thereof in this Agreement or any other Loan Document, or in any information memorandum, business
summary, agreement, certificate, schedule or other statement or report furnished by or on behalf of any Loan Party or Affiliate
thereof to the Agent or any Lender pursuant to, or in connection with, this Agreement or any other Loan Document, when taken as
a whole, contained, as of the date such statement of fact was furnished, any untrue statement of a material fact, or omitted to
state, as of the date such statement of fact was furnished, any material fact necessary to make any statements contained herein
or therein not misleading. All financial projections delivered by or on behalf of any Loan Party or Affiliate thereof to the Agent
or any Lender pursuant to, or in connection with, this Agreement or any other Loan Document (i) were prepared by such Person in
good faith, (ii) were prepared in accordance with assumptions which were reasonable at the time such projections were so delivered
(and, if later, were also reasonable on the Closing Date) and (iii) reflect the Loan Parties’ judgment based on circumstances
at the time such projections were delivered of the most likely set of conditions and course of action for the projected period
(it being understood that such projections are subject to uncertainties and contingencies, many of which are beyond the control
of the Loan Parties, that actual results may vary from projected results and that such variances may be material).


 


IV.       CONDITIONS
OF MAKING THE TERM LOAN


 


The obligation of each
Lender to make its Pro Rata Share of the Term Loan on the Closing Date is subject to the following conditions precedent, all of
which must be satisfied in a manner acceptable to the Agent (and as applicable, pursuant to documentation which is in form and
substance acceptable to the Agent):


 


Section 4.01       
Representations and Warranties. The representations and warranties set forth in Article
III hereof and in the other Loan Documents shall be true and correct on and as of the Closing Date both before and after giving
effect to the transactions contemplated hereby (including the funding of the Term Loan).


 


Section 4.02       
Loan Documents. Agent shall have received each of the following:


 


(a)             
this Agreement duly executed by Agent, each Lender, Borrower and Parent;


 


(b)             
the Notes, to the extent requested by a Lender, duly executed by Borrower;


 


(c)             
the Collateral Agreement and any and all other Security Documents required by the Agent at the Closing Date, in each case
duly executed by the Loan Parties party thereto;


 


 


 


 


 


 






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(d)             
the Agent Payments Letter duly executed by the Borrower and the Agent;


 


(e)             
the Management Fee Subordination Agreement duly executed by the Agent and the Sponsor;


 


(f)              
the Intercreditor Agreement duly executed by the Agent and the Revolving Lender;


 


(g)             
the Seller Debt Subordination Agreement duly executed by the Sellers, Sponsor and the Agent;


 


(h)             
the Sponsor Debt Subordination Agreement duly executed by the Sponsor and the Agent;


 


(i)               
the Intercompany Subordination Agreement duly executed by the Agent and the Loan Parties;


 


(j)               
the Loan Party Guaranty duly executed by each of the Loan Parties party thereto;


 


(k)             
the Sponsor Guaranty duly executed by the Sponsor;


 


(l)               
the Assignment Agreement duly executed by the Agent, the Existing Term Agent, the assigning lenders party thereto, the assignee
lenders party thereto, Parent and Borrower;


 


(m)           
the Amendment and Restatement Agreement duly executed by the Agent, the lenders party thereto, Parent and Borrower;


 


(n)             
a certificate or certificates of insurance evidencing the insurance required by Section 5.01(c);


 


(o)             
a Borrowing Notice duly executed by the Borrower;


 


(p)             
a duly executed certificate of the Secretary or an Assistant Secretary of each Loan Party party to any Loan Document, certifying
(i) the adoption of resolutions of the boards of directors (or other comparable body) of such Person authorizing and directing
the execution and delivery of the Loan Documents to which such Person is a party and all further agreements, instruments, certificates
and other documents to be delivered pursuant hereto and thereto to which such Person is a party; (ii) the names of the officers
of each such Person who are authorized to execute and deliver the Loan Documents to which such Person is a party and all other
agreements, instruments, certificates and other documents to be delivered pursuant hereto and thereto to which such Person is a
party, together with the true signatures of such officers (it being understood and agreed that the Agent may conclusively rely
on such certificate until the Agent shall receive any further such certificate canceling or amending the prior certificate and
submitting the signatures of the officers named in such further certificate) and (iii) copies of the Organic Documents (certified
by the Secretary of State or other appropriate governmental official, as applicable, with respect to each certificate of incorporation
or formation) of each such Person;


 


 


 


 


 






    	 	44	 



     

    

 


(q)             
a certificate of the Secretary of State or other appropriate governmental official of the jurisdiction of incorporation
or formation, as applicable, of each Loan Party party to any Loan Document of each jurisdiction in which such Person is qualified
to do business as a foreign corporation, dated reasonably prior to the Closing Date, stating that such Person is duly formed or
qualified and in good standing in such jurisdiction; and


 


(r)              
such other agreements, instruments, documents, proxies and certificates (including satisfactory lien and judgment searches
and payoff letters and release letters, if any, respecting the Loan Parties) as the Agent or its counsel may require, and including
such other agreements instruments, documents and certificates listed on any closing checklist delivered to the Borrower by the
Agent.


 


Section 4.03       
Due Diligence/Approval. The Agent shall have completed its business (including background
checks on Jon Isaac, Rodney Spriggs, Seth Bayless and Mark Szafranowski) and legal due diligence pertaining to the Loan Parties
and the transactions contemplated hereby with results thereof satisfactory to the Agent in its sole discretion, and the Term Loan
and this Agreement shall have been approved by the Agent’s Investment Committee.


 


Section 4.04       
Quality of Earnings Report. The Agent shall have received a third party accounting
and tax due diligence report on the Loan Parties in form and substance satisfactory to the Agent.


 


Section 4.05       
[Reserved]. 


 


Section 4.06       
Legal Opinions. The Agent shall have received the favorable written opinions of Mann
Conroy, LLC, Rice Reuther Sullivan & Carrol, LLP and Venable LLP, counsel for each Loan Party and the Sponsor, dated the Closing
Date, with respect to the Loan Documents and the transactions contemplated thereby.


 


Section 4.07       
Maximum Senior Leverage Ratio. After giving pro forma effect to the making of the Term
Loan, the consummation of the transactions contemplated hereby and the payment of all Transaction Costs, the Senior Leverage Ratio
for the twelve (12) month period ending March 31, 2018 shall not be greater than 2.66:1.00.


 


Section 4.08       
Revolving Facility. As of the Closing Date, the Agent shall have received evidence
that Total Utilization of the Revolving Commitments does not exceed $10,250,000 and that the total Revolving Commitments are equal
to $12,000,000. Agent shall have received a fully executed or conformed copy of each Revolving Loan Document. Each Revolving Loan
Document shall be in full force and effect and shall include terms and provisions reasonably satisfactory to Agent, including such
amendments and modifications requested by Agent to permit the Term Loan, the Liens securing the Term Loan, this Agreement and the
other Loan Documents.


 


Section 4.09       
Sponsor Equity Contribution. Agent shall have received evidence that Parent shall have
received an equity contribution (in the form of cash common equity or preferred stock on terms and conditions reasonably satisfactory
to Agent) in an amount not less than $4,000,000 (the “Sponsor Equity Contribution”). Parent shall have made
an equity contribution to the Borrower in an amount equal to the Sponsor Equity Contribution.


 


 


 


 


 


 


 


 






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Section 4.10       
Seller Note; Sponsor Note. Agent shall have received all Seller Subordinated Note Documents
and all Sponsor Subordinated Note Documents, in each case duly executed by the parties thereto in form and substance satisfactory
to the Agent. 


 


Section 4.11       
Fees and Reimbursements. Borrower shall have paid all fees, costs and expenses due
and payable under this Agreement and the other Loan Documents on the Closing Date. 


 


Section 4.12       
Further Matters. All legal matters, and the form and substance of all documents, incident
to the transactions contemplated hereby shall be satisfactory to the Agent.


 


Section 4.13       
No Default. No Default or Event of Default shall have occurred and be continuing or
would result from the making of the Term Loan or the consummation of the transactions contemplated hereby.


 


Section 4.14       
Pro Forma Financial Covenant Compliance. After giving pro forma effect to the making
of the Term Loan and the consummation of the transactions contemplated hereby, the Borrower is in compliance on a pro forma basis
with the covenants set forth in Section 6.18 recomputed for the most recently ended month for which information is available
using the financial covenant levels for the first testing date set forth in Section 6.18.


 


V.       AFFIRMATIVE
COVENANTS


 


Each of the Parent and
the Borrower hereby covenants and agrees that, from the Closing Date and until all Obligations (whether now existing or hereafter
arising) have been paid in full and all lending commitments (if any) under each of the Loan Documents have been terminated, the
Parent and the Borrower shall, and shall cause each of their respective Subsidiaries to:


 


Section 5.01       
Corporate; Insurance; Material Contracts; Laws. Do or cause to be done all things necessary
to at all times (a) preserve, renew and keep in full force and effect its corporate or other legal existence, and all rights, licenses,
permits and franchises that are necessary to the conduct of the Business Operations, (b) maintain, preserve and protect all of
its franchises and trade names, and preserve all of its property that is material to the conduct of the Business Operations, and
keep the same in good repair, working order and condition (reasonable wear and tear excepted), and from time to time make, or cause
to be made, all repairs, renewals, replacements, betterments and improvements thereto necessary so that the Business Operations
carried on in connection therewith may be conducted at all times in the Ordinary Course of Business, (c) maintain insurance
in amounts, on such terms and against such risks (including fire and other hazards insured against by extended coverage, and public
liability insurance covering claims for personal injury, death or property damage, business interruption insurance, and key person
life insurance on the lives of Rodney Spriggs and Steve Wilcox with coverage in the amounts of $12,000,000 and $6,000,000, respectively)
as are both maintained as of the Closing Date and as are customary for companies of similar size in the same or similar businesses
and operating in the same or similar locations as well as all such other insurance as is required by the Agent in Agent’s
Discretion, each of which policies shall be issued by a financially sound and reputable insurer satisfactory to the Agent in Agent’s
Discretion, and shall name the Agent, for the benefit of the Agent and the other Secured Persons, as lender’s loss payee
and additional insured (as applicable) as its interest appears and, unless otherwise agreed to by Agent, provide for the Agent
to receive written notice thereof at least thirty (30) days prior to any cancellation of the subject policy, and (d) comply in
all material respects with all Material Contracts to which it is a party or by which its assets or properties are bound, all benefit
plans which it maintains or is required to contribute to, and all Applicable Laws (including all applicable Environmental Laws
and all Applicable Laws referred to in Sections 3.19 and 3.20), and all requirements of its insurers, whether now
in effect or hereafter enacted, promulgated or issued. The Borrower shall provide to the Agent certificates from the applicable
insurers evidencing all such required insurance promptly upon request.


 


 


 


 






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Unless Borrower provides
the Agent with a certificate of insurance or other evidence of the continuing insurance coverage required by this Agreement within
five (5) Business Days of the Agent’s written request, the Agent may purchase insurance of the type described in the preceding
paragraph at Borrower’s expense to protect the Agent’s and each other Secured Person’s interests. This insurance
may, but need not, protect any Loan Party’s interests. The coverage that the Agent purchases may, but need not, pay any claim
that is made against any Loan Party in connection with their assets. Borrower may later cancel any insurance purchased by the Agent,
but only after providing the Agent with evidence that Borrower has obtained the insurance coverage required by this Agreement.
If the Agent purchases such insurance, as set forth above, Borrower shall be responsible for the costs of that insurance, including
interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation
or expiration of the insurance and the costs of the insurance may be added to the principal amount of the Term Loan owing hereunder.


 


Section 5.02       
Taxes. File, pay and discharge, or cause to be paid and discharged, all federal, state
and other material taxes, assessments and governmental charges or levies imposed upon any Loan Party or upon its income and profits
or upon any of its property (real, personal or mixed) or upon any part thereof, before the same shall become in default or past-due,
as well as all lawful claims for labor, materials, supplies and otherwise, which, if unpaid when due, could reasonably be expected
to become a Lien or charge upon such property or any part thereof; provided, however, that no Loan Party shall be
required to pay and discharge or cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as (a)
the validity thereof shall be being diligently contested by the Loan Parties in good faith by appropriate proceedings which result
in the stay of any enforcement thereof and the Loan Parties shall have set aside on its books adequate reserves with respect to
any such tax, assessment, charge, levy or claim so contested, and (b) payment with respect to any such tax, assessment, charge,
levy or claim shall be made before any Person has the right to seize or sell any property of any Loan Party in satisfaction thereof.



 


Section 5.03       
Notices of Certain Material Events. Give prompt (but in any case no later than three
(3) Business Days after the occurrence of) written notice to the Agent and each Lender of (a) any proceedings instituted against
any Loan Party in any federal, state or other court or before any commission or other regulatory body, whether federal, state or
other, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or could result in liabilities
in excess of $100,000 in the aggregate, and of any adverse determination in any such proceeding, (b) the occurrence of any casualty
to any Collateral with an aggregate value in excess of $100,000 (whether or not covered by insurance, the value of which being
determined immediately prior to giving effect to such casualty), (c) any event that could reasonably be expected to result in any
Material Adverse Effect, any Default or any Event of Default, (d) any actual or alleged breaches of any Material Contract (to the
extent such breach was committed by a Loan Party or for which any Loan Party has obtained knowledge) or termination or threat in
writing to terminate any Material Contract or any amendment to or modification of any Material Contract and (e) any change in any
Loan Party’s certified accountant or resignation, or decision not to stand for re-election, by any member of any Loan Party’s
board of directors (or other comparable body), or any other change in the composition of any Loan Party’s board of directors
(or other comparable body), and in each case the action that each Loan Party has taken, is taking, or proposes to take with respect
thereto.


 


 


 


 


 


 






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Section 5.04       
Periodic Reports. Furnish to the Agent and each Lender: 


 


(a)  
Within one hundred and five (105) calendar days after the end of each Fiscal Year, consolidated balance sheets, and consolidated
and consolidating statements of income, statements of stockholders’ equity, and statements of cash flows of the Parent and
its Subsidiaries, together with footnotes and supporting schedules thereto, certified (as to the consolidated statements) by a
nationally recognized independent certified public accounting firm selected by the Borrower and satisfactory to the Agent in the
Agent’s Discretion, showing the financial condition of the Parent and its Subsidiaries at the close of such Fiscal Year and
the results of operations of the Loan Parties during such Fiscal Year;


 


(b)  
Within forty-five (45) calendar days after the end of each Fiscal Quarter, consolidated and consolidating unaudited balance
sheets, statements of income and statements of cash flows of the Parent and its Subsidiaries, together with supporting schedules
thereto, prepared by the Parent and certified by the Borrower’s Chief Financial Officer, such balance sheets to be as of
the close of such Fiscal Quarter and such statements of income and statements of cash flows to be for the period from the beginning
of the then-current Fiscal Year to the end of such Fiscal Quarter, together with comparative statements of income and cash flows
for the corresponding period in the immediately preceding Fiscal Year, in each case subject to the absence of footnotes and normal
audit and year-end adjustments;


 


(c)  
Within thirty (30) calendar days after the end of each calendar month, consolidated and consolidating unaudited balance
sheets, statements of income and statements of cash flows of the Parent and its Subsidiaries, together with supporting schedules
thereto, prepared by the Parent and certified by the Borrower’s Chief Financial Officer, such balance sheets to be as of
the close of such calendar month and such statements of income and statements of cash flows to be for the period from the beginning
of the then-current Fiscal Year to the end of such calendar month, together with comparative statements of income and cash flows
for the corresponding period in the immediately preceding Fiscal Year, in each case subject to the absence of footnotes and normal
audit and year-end adjustments;


 


(d)  
Concurrently with the delivery of each of the financial statements required by Sections 5.04(a), 5.04(b) and
5.04(c), (i) a Compliance Certificate (signed by the Chief Financial Officer of the Borrower), (w) certifying that such
person has examined the provisions of this Agreement and the other Loan Documents and that no Default or Event of Default has occurred
and is continuing, (x) when delivered in connection with the financial statements required by Sections 5.04(a) and 5.04(b),
certifying to, and setting forth (in reasonable detail), the calculations supporting such statements in respect of Section 6.18,
to the extent applicable, (y) certifying that such financial statements fairly present in all material respects the financial condition
and results of operations of the Parent and its Subsidiaries as of the dates and periods covered by such financial statements and
have been prepared in accordance with GAAP applied on a consistent basis, subject to, in the case of the financial statements delivered
pursuant to Sections 5.04(b) and 5.04(c), changes resulting from audit and normal year-end adjustments and the absence
of footnote disclosures, and (z) when delivered in connection with the financial statements required by Section 5.04(c),
certifying to, and attaching, the monthly profit and loss statement for each retail location of the Loan Parties, and (ii) with
respect to each such financial statements being delivered with respect to a period ending on the last day of a Fiscal Quarter,
a management discussion and analysis, in form and detail reasonably acceptable to Agent, describing the performance of the Parent
and its Subsidiaries for such periods;


 


 


 


 






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(e)             
As soon as approved by the Borrower’s board of directors (or other comparable body) (but in any event not later than
30 days following the beginning of each Fiscal Year), a budget and operating plan (on a month-by-month basis) for such Fiscal Year,
in such detail as may be required by the Agent in Agent’s Discretion, and promptly following the preparation thereof, any
material updates to any of the foregoing from time to time prepared, if any;


 


(f)              
As and when distributed to each Loan Party’s direct and indirect equityholders, copies of all proxy materials, reports
and other information which each Loan Party provides to its equityholders; and as and when distributed to any other holders of
Indebtedness of any Loan Party, copies of all reports, statements and other information provided to such holders;


 


(g)             
As soon as practical (but in no event more than two (2) Business Days from the receipt or delivery thereof), all default
notices, acceleration notices, collateral reports or other material information, notices and/or reports delivered to or from the
Revolving Lender relating to the Revolving Loan Documents or from the holder of any Subordinated Debt relating to such Subordinated
Debt; and


 


(h)             
Promptly, from time to time, such other information regarding any Loan Party’s operations, assets, business, affairs
and financial condition, as the Agent may request in Agent’s Discretion.


 


Section 5.05       
Books and Records; Inspection. Maintain centralized books and records regarding the
Business Operations at the Borrower’s principal place of business, and permit the Agent (accompanied by any Lender who is
an Affiliate or Related Fund of Comvest, along with representatives of, advisors of, and other professionals retained by or on
behalf of, the Agent or such Lender) to inspect (provided that Borrower shall only be required to reimburse Agent for up to one
such inspection, for costs, fees and expenses actually incurred by Agent in connection therewith in an amount not to exceed $35,000
in the aggregate, in any Fiscal Year plus any additional inspections that are conducted during the existence of an Event of Default),
at any time during normal business hours (or at any time during the existence of an Event of Default), upon at least three (3)
Business Days’ advance notice (provided that no such notice shall be required during the existence of an Event of Default),
all of each Loan Party’s various books, records, operations and properties, to make copies, abstracts and/or reproductions
of such books and records, and to discuss the business, financials and affairs of the Loan Parties with the management, employees,
customers, suppliers, accountants, representatives and advisors of the Loan Parties (provided that, if, and to the extent,
such information, in the reasonable good faith judgment of such Loan Party is not appropriate to be discussed in the presence of
the Agent or such Lender in order to avoid a conflict of interest with respect to a material matter or, upon and consistent with
the advice of legal counsel to the Loan Parties, is necessary to preserve the attorney-client privilege with respect to any matter,
then to the extent the disclosure of any information related to such issue would cause such a conflict of interest or would result
in the loss of such attorney-client privilege, such information may be withheld by such Person), and to consult with and advise
the officers and management of the Loan Parties with respect to such Loan Parties’ business, finances and affairs, which
consultation and advice the Loan Parties shall cause such officers and management to give due consideration, though such officers
and management are not required to follow such advice.


 


 


 


 






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Section 5.06       
Accounting. Maintain a standard system of accounting in order to permit the preparation
of financial statements in accordance with GAAP applied on a consistent basis.


 


Section 5.07       
Environmental Response. In the event of any material discharge, spill, injection, escape,
emission, disposal, leak or other Release of Hazardous Substances in amounts in violation of applicable Environmental Laws by any
Loan Party on any Real Property owned or leased by any Loan Party, which is not authorized by a permit or other approval issued
by the appropriate governmental agencies and which requires notification to or the filing of any report with any federal, state
or other governmental agency, the Parent and the Borrower shall, and shall cause each of its Subsidiaries to, promptly: (a) notify
the Agent and each Lender; and (b) comply with the notice requirements of the Environmental Protection Agency and applicable governmental
agencies, and take all steps necessary to promptly clean up such discharge, spill, injection, escape, emission, disposal, leak
or other Release in accordance with all applicable Environmental Laws and the Federal National Contingency Plan, and, if required,
receive a certification from all applicable state agencies or the Environmental Protection Agency, that such Real Property has
been cleaned up to the satisfaction of such agency(ies).


 


Section 5.08       
Management. Cause Rodney Spriggs to continue to be employed as, and to actively perform
the duties of, the Chief Executive Officer of each Loan Party unless a successor is appointed within sixty (60) days after the
termination of such individual’s employment, and such successor is satisfactory to the Agent in Agent’s Discretion.



 


Section 5.09       
Use of Proceeds. Cause all proceeds of the Term Loan to be utilized solely in the manner
and for the purposes set forth in Section 2.03.


 


Section 5.10       
Future Subsidiaries. At any time and from time to time when any Loan Party proposes
to form or acquire any Subsidiary subsequent to the Closing Date, the Borrower shall give written notice thereof to the Agent reasonably
in advance of (and in no event less than thirty (30) days prior to) the formation or acquisition of such Subsidiary. Prior to,
or concurrently with, the formation or acquisition of such Subsidiary, the Borrower shall provide the Agent with true and complete
copies of the Organic Documents of such Subsidiary and a written notice stating, with respect to such Subsidiary, (a) its proper
legal name, (b) its jurisdiction of incorporation or formation, (c) the jurisdictions (if any) in which it is qualified or is required
to be qualified to do business as a foreign entity, (d) the number of shares of Capital Stock and (e) the record owners of such
outstanding Capital Stock. The Borrower shall cause such new Subsidiary to, contemporaneously with the formation or acquisition
of such new Subsidiary execute and deliver (i) a joinder to the Loan Party Guaranty as a guarantor thereunder (and/or such
other guaranty of all of the Obligations required by the Agent) in form and substance satisfactory to the Agent in the Agent’s
Discretion, (ii) a joinder to the Collateral Agreement (and/or such other Security Documents required by the Agent) as a grantor
thereunder (with completed perfection certificate) in form and substance satisfactory to the Agent in the Agent’s Discretion,
(iii) a joinder to the Intercompany Subordination Agreement as a Subordinated Creditor in form and substance satisfactory to the
Agent in the Agent’s Discretion, and (iv) other Security Documents and Loan Documents as required by Agent in the Agent’s
Discretion, all which must be in form and substance satisfactory to the Agent in the Agent’s Discretion and to the extent
required by the Agent must be accompanied by legal opinions and other documents in form and substance satisfactory to the Agent
in the Agent’s Discretion. Notwithstanding the foregoing, this Section 5.10 shall not limit any of the other provisions
of this Agreement or of any other Loan Document that restrict the Loan Parties from forming or otherwise acquiring any Subsidiary.


 


 


 


 


 






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Section 5.11       
Further Assurances. Each of the Parent and the Borrower shall, and shall cause each
Subsidiary, at their own cost and expense, to promptly and duly take, execute, acknowledge and deliver (or cause to be duly taken,
executed, acknowledged and delivered) all such further acts, documents and assurances as may from time to time be necessary or
as the Agent may from time to time in the Agent’s Discretion require in order to (a) carry out the intent and purposes of
the Loan Documents and the transactions contemplated thereby, (b) establish, create, preserve, protect and perfect a first priority
Lien (subject only to Permitted Liens) in favor of the Agent, for the benefit of Agent and each other Secured Person, in all real
and personal property (wherever located) from time to time owned by the Loan Parties and in all Capital Stock from time to time
issued by the Borrower and each Subsidiary, and (c) cause the Parent and each Subsidiary to guarantee all of the Obligations, all
pursuant to documentation that is in form and substance satisfactory to the Agent in the Agent’s Discretion. 


 


Section 5.12                   
[Reserved]. 


 


Section 5.13                   
Board Observation Rights. Cause Comvest (provided that, in the event that none of Comvest,
its Affiliates and or Related Funds is a Lender, then the Lender with the then greatest Pro Rata Share of all of the Term Loan
shall have the rights afforded to Comvest under this Section 5.13 and all references in this Section 5.13 to Comvest
shall be deemed to be a reference to such Lender) to have the right to designate one representative, who shall: (a) receive prior
notice (no later than such notice is given to the members of the board of directors (or other comparable body), the equityholders,
and the committee members, as applicable) of all meetings (both regular and special) of the board of directors (or other comparable
body) and of the equityholders of each Loan Party and each committee of any such board of directors (or other comparable body);
(b) be entitled to attend (or, at the option of such representative, monitor by telephone) all such meetings; (c) receive all notices,
information, reports and minutes of meetings, which are furnished (or made available) to the members of any such board of directors
(or other comparable body) and/or committee and/or equityholders in their respective capacities as such at the same time and in
the same manner as the same is furnished (or made available) to such members and equityholders; and (d) be entitled to participate
in all discussions conducted at such meetings; provided, however, that if, and to the extent, an issue is to be discussed
or otherwise arises at any meeting of the board of directors (or comparably body) of any Loan Party which, in the reasonable good
faith judgment of such board of directors (or comparable body) is not appropriate to be discussed in the presence of such representative
of Comvest in order to avoid a conflict of interest with respect to a material matter on the part of such non-voting observer or,
upon and consistent with the advice of legal counsel to the Loan Parties, is necessary to preserve an attorney-client privilege
with respect to any matter, then to the extent a discussion of such issue would cause such a conflict of interest or would result
in the loss of such attorney-client privilege, such issue may be discussed without such representative of Comvest present, and
such representative of Comvest may be excluded from distribution of applicable portions of related materials or related draft resolutions
or consents. If any action is proposed to be taken by any such board of directors (or other comparable body), equityholders and/or
committee by written consent in lieu of a meeting, the Parent and the Borrower shall give, or shall cause to be given, written
notice thereof to such representative of Comvest, which notice shall describe in reasonable detail the nature and substance of
such proposed action and shall be delivered not later than the date upon which any member of any such board of directors (or other
comparable body), equityholders and/or committee receives the same. The Parent and the Borrower shall furnish, or shall cause to
be furnished, to such representative a copy of each such written consent not later than five (5) days after it has been signed
by a sufficient number of signatories to make it effective. At least two times per Fiscal Year, Borrower shall hold a scheduled
meeting of Borrower’s executive officers to review Borrower’s business and operations, and the rights of Comvest and
each Lender, and the limitations thereon, set forth in this Section 5.13 with respect to meetings of Borrower’s board
of directors shall apply mutatis mutandis with respect to each such meeting of Borrower’s executive officers.


 


 


 


 


 






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Section 5.14       
Post-Closing Deliveries.


 


In consideration for
Agent and Lenders agreeing to fund the Term Loan hereunder even though the following items required as conditions precedent under
Section 4.02 were not satisfied on the Closing Date, the Loan Parties shall deliver, or cause to be delivered, to Agent, or
otherwise complete to Agent’s satisfaction in its sole discretion, the following items within the time periods designated
below (unless such time periods are extended by Agent in its sole discretion pursuant to its written consent):


 


(a)  
Within 30 days of the Closing Date, loss payable and additional insured endorsements evidencing the insurance required by
Section 5.01(c).


 


Section 5.15       
Seller Subordinated Debt Contributions. Cause Sponsor to make each Seller Subordinated
Debt Contribution to the Parent for so long as any Seller Subordinated Debt is outstanding, for application in accordance with
the Seller Debt Subordination Agreement; provided, that if the Senior Leverage Ratio is less than 2.00:1.00 as of the last
day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.04(b),
the Sponsor shall not be required to make, and the Loan Parties shall not be required to cause the Sponsor to make, any Seller
Subordinated Debt Contribution to the Parent until such time as the Senior Leverage Ratio is greater than or equal to 2.00:1.00
as of the last day of any subsequent Fiscal Quarter.


 


 


 


 


 


 


 


 


 


 


 


 








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VI.       NEGATIVE
COVENANTS


 


Each of the Parent and
the Borrower hereby covenants and agrees that, until all Obligations (whether now existing or hereafter arising) have been paid
in full and all lending commitments (if any) under each of the Loan Documents have been terminated, neither the Parent nor the
Borrower shall, and neither the Parent nor the Borrower shall permit any Subsidiary to, directly or indirectly:


 


Section 6.01       
Indebtedness. Incur, create, assume, become or be liable in any manner with respect
to, or permit to exist, any Indebtedness, other than:


 


(a)             
the Obligations;


 


(b)             
Revolving Loans in an aggregate principal amount at any time outstanding not to exceed $12,000,000 solely to the extent
the Revolving Loans are subject to the Intercreditor Agreement;


 


(c)             
Indebtedness existing on the date of this Agreement and described on Schedule 3.01 of the Disclosure Schedule;


 


(d)             
Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including
through Capitalized Leases), in an aggregate principal amount at any time outstanding not greater than $100,000;


 


(e)             
 intercompany Indebtedness resulting from inter-company loans solely between (i) the Borrower and any Wholly-Owned Domestic
Subsidiary Guarantor and (ii) Wholly-Owned Domestic Subsidiary Guarantors, in each case to the extent such Indebtedness is permitted
by, and is subject to, the Intercompany Subordination Agreement;


 


(f)              
Guarantees to the extent permitted pursuant to Section 6.03;


 


(g)             
Seller Subordinated Debt in an aggregate principal amount at any time outstanding not to exceed $10,000,000 solely to the
extent the Seller Subordinated Debt is subject to the Seller Debt Subordination Agreement;


 


(h)             
unsecured Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit or incurred
in respect of netting services, overdraft protection, and other like services, in each case, incurred in the Ordinary Course of
Business;


 


(i)               
Indebtedness incurred in the Ordinary Course of Business under performance, surety, statutory or appeal bonds;


 


(j)               
Indebtedness owed to any Person providing property, casualty, liability or other insurance to any Loan Party, so long as
the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost
of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;


 


 


 


 


 


 


 


 








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(k)             
Indebtedness incurred in the Ordinary Course of Business in respect of credit cards, credit card processing services, debit
cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards”
or “p-cards”), or cash management or related services in an aggregate amount not to exceed $250,000 at any time outstanding
and provided that all amounts outstanding in respect of such credit cards, credit card processing services, debit cards, stored
value cards, commercial cards, or cash management or related services are paid in full on a monthly basis;


 


(l)               
Indebtedness comprising Investments permitted under Section 6.06;


 


(m)           
accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case,
on Indebtedness that otherwise constitutes Indebtedness permitted under this Section 6.01;


 


(n)             
obligations (contingent or otherwise) existing or arising under Swap Contracts in an amount not to exceed $250,000 in the
aggregate at any time outstanding; provided, that (i) such obligations are (or were) entered into by such Person in
the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or
foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party;


 


(o)             
Sponsor Subordinated Debt in an aggregate principal amount at any time outstanding not to exceed $470,000 solely to the
extent the Sponsor Subordinated Debt is subject to the Sponsor Debt Subordination Agreement; and


 


(p)             
unsecured Indebtedness, of a type not described above, not to exceed $250,000 in the aggregate at any time outstanding.


 


Section 6.02       
Liens. Create, incur, assume or suffer to exist any Lien or other encumbrance of any
nature whatsoever on any of its assets, now or hereafter owned, other than:


 


(a)             
Liens in favor of the Agent (for the benefit of the Agent and the other Secured Persons) securing the Obligations;


 


(b)             
Liens in favor of the Revolving Lender on Collateral securing the obligations of the Borrower under the Revolving Loan Documents
solely to the extent such Liens are subject to the Intercreditor Agreement;


 


(c)             
Liens existing on the date of this Agreement and described on Schedule 6.02 of the Disclosure Schedule;


 


(d)             
any Lien on any asset securing Indebtedness permitted under Section 6.01(d), provided, that such Lien
attaches only to the assets financed by such Indebtedness, and such Lien attaches concurrently with or within ninety (90) days
after the acquisition thereof;


 


(e)             
subject to Section 5.02, Liens securing the payment of taxes which are either not yet due or the validity of which
is being diligently contested by the Loan Parties, as applicable, in good faith by appropriate proceedings which result in the
stay of any enforcement thereof and the Loan Parties shall have set aside on their books adequate reserves with respect to any
such tax so contested, and payment with respect to any such tax shall be made before any Person has the right to seize or sell
any property of any Loan Party in satisfaction thereof;


 


 


 


 






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(f)              
Liens arising in the Ordinary Course of Business that are imposed by Applicable Law (as opposed to by Contract) (i) in
favor of carriers, warehousemen, landlords, mechanics and materialmen and (ii) in connection with worker’s compensation,
unemployment compensation and other types of social security (excluding Liens arising under ERISA or the Code) or in connection
with surety bonds, bids, performance bonds and similar obligations, in all cases described in this paragraph (f) for sums
not overdue and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services
and, in each case, for which the Loan Parties maintain adequate reserves;


 


(g)             
easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering
in any material respect with the ordinary conduct of the business of any Loan Party;


 


(h)             
any interest or title of a lessor or sublessor under any lease permitted by this Agreement;


 


(i)               
Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement
solely covering such leased items;


 


(j)               
licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with
the business of any Loan Party;


 


(k)             
Liens in favor of collecting banks arising under Section 4-210 of the UCC;


 


(l)               
Liens (including the right of setoff) in favor of a bank or other depository institution arising as a matter of Applicable
Law encumbering deposits;


 


(m)           
judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event
of Default under Section 7.01(i);


 


(n)             
Liens granted to Northpark Mall/Joplin, LLC pursuant to the Northpark Lease; and


 


(o)             
Liens granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the financing of
insurance premiums to the extent the financing is permitted under Section 6.01(j).


 


Section 6.03       
Guarantees. Guarantee, endorse or otherwise in any manner become or be responsible
for obligations of any other Person, except (a) endorsements of negotiable instruments for collection in the Ordinary Course of
Business, (b) Guarantees of the Obligations, (c) guarantees by any Loan Party of obligations of the Borrower or of a Wholly-Owned
Domestic Subsidiary Guarantor and (d) Guarantees of the Revolving Loans.


 


 


 


 


 


 






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Section 6.04       
Sales of Assets. Sell, lease, transfer, encumber or otherwise dispose of any of any
Loan Party’s properties, assets, rights, licenses or franchises other than (a) sales of inventory in the Ordinary Course
of Business, (b) disposition of surplus or obsolete personal properties (other than shares of Capital Stock of any Subsidiary)
in the Ordinary Course of Business with a fair market value not to exceed $200,000 in the aggregate in any Fiscal Year, (c) other
sales of assets (other than shares of Capital Stock of any Subsidiary) for fair value so long as all of the following conditions
are met: (i) the aggregate market value of such assets sold in any single transaction or series of related transactions does
not exceed $150,000 and the aggregate market value of assets sold in any Fiscal Year does not exceed $200,000, (ii) not less
than 75% of the sales price is paid in cash, and (iii) no Default or Event of Default then exists or would result therefrom,
or (d) as otherwise expressly permitted by Section 6.07.


 


Section 6.05       
Sale-Leaseback. Enter into any arrangement, directly or indirectly, with any Person
whereby any Loan Party shall sell or transfer any property (real, personal or mixed) used or useful in the Business Operations,
whether now owned or hereafter acquired, and thereafter rent or lease such property.


 


Section 6.06       
Investments. Make any Investment, except:


 


(a)             
Investments (i) made by the Borrower in Wholly-Owned Domestic Subsidiary Guarantors; (ii) made by one Wholly-Owned Domestic
Subsidiary Guarantor in another Wholly-Owned Domestic Subsidiary Guarantor, and (iii) constituting capital contributions from the
Parent to the Borrower;


 


(b)             
advances to employees of any Loan Party for normal business expenses not to exceed at any time outstanding $25,000 in the
aggregate;


 


(c)             
Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon
the bankruptcy or insolvency of such Account Debtors;


 


(d)             
Investments in cash and Cash Equivalents;


 


(e)             
Investments in negotiable instruments deposited or to be deposited for collection in the Ordinary Course of Business;


 


(f)              
advances made in connection with the purchase of goods or services in the Ordinary Course of Business;


 


(g)             
guarantees permitted under Section 6.03;


 


(h)             
Investments resulting from entering into any Swap Contract permitted under Section 6.01;


 


(i)               
deposits of cash made in the Ordinary Course of Business to secure performance of operating leases; and


 


 


 


 


 


 






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(j)               
so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate
amount not to exceed $150,000 during the term of this Agreement.


 


Section 6.07       
Consolidations; Mergers; Acquisitions; Etc. Dissolve or liquidate, or consolidate or
merge with or into, sell all or substantially all of the assets of any Loan Party to, or acquire all or substantially all, or any
material portion, of the securities, assets or properties of, any other Person, except for, upon no less than thirty (30) days’
prior written notice to the Agent (and so long as prior to the date of consummating any such transaction, the Loan Parties have
complied with all items required under Section 5.11 by the Agent with respect thereto): (a) consolidations of a Wholly-Owned
Domestic Subsidiary Guarantor with another Wholly-Owned Domestic Subsidiary Guarantor; (b) mergers of a Wholly-Owned Domestic Subsidiary
Guarantor into the Borrower (with the Borrower being the surviving entity) or into another Wholly-Owned Domestic Subsidiary Guarantor;
or (c) sales made by a Wholly-Owned Domestic Subsidiary Guarantor to the Borrower or to another Wholly-Owned Domestic Subsidiary
Guarantor, in each case for fair value.


 


Section 6.08       
Dividends and Redemptions. Directly or indirectly declare or pay any dividends, or
make any distribution of cash or property, or both, to any Person in respect of any of the shares of the Capital Stock of any Loan
Party, or directly or indirectly redeem, purchase or otherwise acquire for consideration any securities or shares of the Capital
Stock of any Loan Party; provided, that this Section 6.08 shall not be deemed to prohibit:


 


(a)              
the payment of dividends or distributions by any Subsidiary to the Borrower or any Wholly-Owned Domestic Subsidiary Guarantor;
and


 


(b)              
distributions by the Borrower to the Parent and to its other equity holders for tax purposes in order for Parent (or its
owners if Parent is a partnership or disregarded entity for federal income tax purposes) and such other equity holders to pay their
federal and state income tax due solely from the taxable income of the Company allocable to Parent (or its owners) and such other
equity holders; provided, that for the period beginning on the Closing Date and ending on the thirty-six (36) month anniversary
thereof, the amount of such distributions shall not exceed five percent (5%) of the Net Income of the Loan Parties (which, for
the avoidance of doubt, shall not include the Net Income of the Sponsor Affiliates) for the twelve (12)-month period ending on
the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.04(b);
provided further, that no such distributions shall be made with respect to a taxable period until the aggregate amount of
losses allocable to the Parent and such other equity holders from prior periods have been fully recovered by allocations from the
Borrower of taxable income.


 


Section 6.09       
Compensation; Management Fees.


 


(a)  
Directly or indirectly pay any cash compensation to any executive officers of any Loan Party (which, for the avoidance of
doubt, shall not include any store managers) except (i) in accordance with the employment agreements between such Loan Party and
such executive officers as in effect on the Closing Date, copies of which have been provided to the Agent prior to the Closing
Date, or (ii) reasonable compensation for services (including bonus compensation) actually rendered by such persons to such Loan
Party which have been approved by the board of directors (or other comparable body) of such Loan Party and, if and to the extent
such payments to (x) any single person would exceed $75,000, or (y) all such persons would exceed $200,000, in each case, during
any Fiscal Year, have been disclosed in writing to the Agent prior to the making of any such payments.


 


 


 


 


 


 








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(b)  
Directly or indirectly pay any management fees to any Affiliate of any Loan Party or any Sponsor Affiliate except the Management
Fee in accordance with the terms of the Management Fee Subordination Agreement.


 


Section 6.10       
Change of Business. Directly or indirectly engage in a business other than the Business
Operations as now being conducted or as currently proposed to be conducted, or any business reasonably related thereto. The Parent
shall not (i) engage in any business activities other than serving as a passive holding company for the Borrower, (ii) have
any material assets other than the outstanding Capital Stock issued by the Borrower, (iii) have any Subsidiaries other than the
Borrower or (iv) have any material liabilities other than the Obligations or guarantees permitted under Section 6.03.


 


Section 6.11       
Receivables. Sell or assign in any way any Accounts, other accounts receivable, promissory
notes or trade acceptances held by any Loan Party with or without recourse, except for collections (including endorsements) in
the Ordinary Course of Business.


 


Section 6.12       
Certain Amendments; Jurisdiction of Formation; Principal Place of Business. Agree,
consent, permit or otherwise undertake to (a) amend or otherwise modify any of the terms or provisions of any Loan Party’s
Organic Documents, the Seller Subordinated Note Documents or the Sponsor Subordinated Note Documents except for such amendments
or other modifications required by Applicable Law or which are not adverse to the interests of the Agent or any Lender and which,
in each instance, are fully disclosed in writing to the Agent no less than five (5) Business Days prior to being effectuated, (b)
without the prior written consent of Agent, change its jurisdiction of organization, incorporation or formation, or (c) without
the prior written consent of Agent, move its chief executive office or principal place of business (other than within the same
state).


 


Section 6.13       
Affiliate Transactions. Enter into any Contract or transaction with any Affiliate of
any Loan Party or any Sponsor Affiliate except (a) as disclosed in Schedule 6.13 of the Disclosure Schedule, (b) for intercompany
transactions among the Loan Parties expressly permitted by this Agreement, or (c) in the Ordinary Course of Business on terms and
conditions no less favorable to any Loan Party than those which could be obtained in an arms’ length transaction with an
unaffiliated third party and which are fully disclosed in writing to the Agent no less than five (5) Business Days prior to being
consummated.


 


Section 6.14             
Restrictive Agreements. Directly or indirectly (i) enter into or assume any agreement
(other than the Loan Documents, the Revolving Loan Documents and other than Capitalized Leases and purchase money debt documents
which contain prohibitions only upon the property leased or purchased thereunder) prohibiting the creation or assumption of any
Lien upon its properties or assets, whether now owned or hereafter acquired or (ii) create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind (other than pursuant to the Loan Documents or the
Revolving Loan Documents) on the ability of any such Person to pay or make any dividends or distributions to its equityholders,
to pay any Indebtedness owed by such Person, to make loans or advances or to transfer any of its property or assets.


 


 


 


 


 


 


 






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Section 6.15       
Fiscal Year. Change its Fiscal Year.


 


Section 6.16       
Subordinated Debt. Prepay, redeem or purchase any Subordinated Debt, or make any payment
on any Subordinated Debt, in each case in violation of the applicable subordination or intercreditor agreement, or the subordination
terms set forth in such Subordinated Debt.


 


Section 6.17       
Subsidiaries. Establish or acquire any Foreign Subsidiary after the Closing Date. 


 


Section 6.18       
Financial Covenants.


 


(a)  
Maximum Capital Expenditures.


 


(i)                
At all times the Senior Leverage Ratio is greater than or equal to 2.00:1.00, permit the aggregate amount of Capital Expenditures
for the Loan Parties on a consolidated basis for any period set forth below to exceed the amount set forth below for such period:


 


	Fiscal Year	Maximum Capital Expenditures
	2018 and each Fiscal Year thereafter	$1,000,000


 


(ii)             
At all times the Senior Leverage Ratio is less than 2.00:1.00, permit the aggregate amount of Capital Expenditures for the
Loan Parties on a consolidated basis for any period set forth below to exceed the amount set forth below for such period:


 


	Fiscal Year	Maximum Capital Expenditures
	2018 and 2019	$1,500,000
	2020	$2,000,000
	2021	$1,750,000
	2022 and each Fiscal Year thereafter	$1,500,000


 


(b)  
Minimum EBITDA. At all times that the Senior Leverage Ratio is greater than or equal to 1.50:1.00, permit EBITDA
for the twelve (12) month period ending on the last day of any Fiscal Quarter to be less than the amount set forth below for such
date:


 


 


 


 


 


 


 






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	Fiscal Quarter Ending	Minimum EBITDA
	June 30, 2018, September 30, 2018 and December 31, 2018 	$12,000,000
	March 31, 2019 and each Fiscal Quarter thereafter	$12,500,000


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 








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(c)  
Maximum Senior Leverage Ratio. Permit the Senior Leverage Ratio for the twelve (12) month period ending on the last
day of any Fiscal Quarter to be greater than the ratio set forth below for such date:


 


	Fiscal Quarter Ending	Senior Leverage Ratio
	June 30, 2018 and September 30, 2018	2.85:1.00
	December 31, 2018	2.65:1.00
	March 31, 2019	2.60:1.00
	June 30, 2019	2.40:1.00
	September 30, 2019	2.10:1.00
	December 31, 2019	1.90:1.00
	March 31, 2020	1.80:1.00
	June 30, 2020	1.75:1.00
	September 30, 2020 and each Fiscal Quarter thereafter	1.50:1.00


 


(d)  
Minimum Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for the twelve (12) month period
ending on the last day of any Fiscal Quarter to be less than the ratio set forth below for such date:


 


	Fiscal Quarter Ending	Fixed Charge Coverage Ratio
	June 30, 2018, September 30, 2018 and December 31, 2018	1.30:1.00
	March 31, 2019	1.10:1.00
	June 30, 2019, September 30, 2019 and December 31, 2019	1.30:1.00
	March 31, 2020 and each Fiscal Quarter thereafter	1.40:1.00


 


 


(e)  
Maximum Same Store Sales Decline. At all times that the Senior Leverage Ratio is greater than or equal to 1.50:1.00,
permit the Same Store Sales Percentage to be less than or equal to negative five and one-half percent -5.50% as of the last day
of any Fiscal Quarter.


 


 


 


 


 


 


 


 


 


 






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(f)   
Maximum New Store Openings.


 


(i)                
At all times the Senior Leverage Ratio is greater than or equal to 2.00:1.00, establish more than three (3) new retail locations
of the Loan Parties in any consecutive twelve (12)-month period.


 


(ii)             
At all times the Senior Leverage Ratio is less than 2.00:1.00, establish more than four (4) new retail locations of the
Loan Parties in any consecutive twelve (12)-month period.


 


(g)  
Equity Cure.


 


(i)                
In the event the Loan Parties would otherwise default in any payment of principal, interest, fees or other amount payable
under this Agreement or any other Loan Document (each, a “Payment Default Amount”) when the same shall be due
and payable, any cash equity contribution to Borrower (funded with a capital contribution to Parent or proceeds of Capital Stock
issued by Parent having terms acceptable to the Agent in the Agent’s Discretion and in any case, not constituting Disqualified
Capital Stock) on or prior to the due date for such payment will, at the irrevocable election of the Parent, be permitted solely
for the purposes of making such payment (any such equity contribution, a “Payment Default Equity Contribution”),
provided, that (A) notice of Parent’s irrevocable election to make a Payment Default Equity Contribution shall be
delivered to Agent no later than the day on which such Payment Default Equity Contribution is made, (B) the amount of any Payment
Default Equity Contribution will be no greater than the applicable Payment Default Amount, and (C) the gross proceeds of each Payment
Default Equity Contribution shall be paid to the Agent to be applied to the applicable Payment Default Amount.


 


(ii)             
In the event the Loan Parties fail to comply with the financial covenants set forth in Section 6.18(b), (c)
or (d) as of the last day of any Fiscal Quarter, as applicable, any cash equity contribution to Borrower (funded with a
capital contribution to Parent or proceeds of Capital Stock issued by Parent having terms acceptable to the Agent in the Agent’s
Discretion and in any case, not constituting Disqualified Capital Stock) after the last day of such Fiscal Quarter, and on or prior
to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that Fiscal
Quarter, will, at the irrevocable election of the Parent, be included in the calculation of EBITDA solely for the purposes of determining
compliance with such covenants at the end of Fiscal Quarter, and for not more than three (3) subsequent periods that includes such
Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Covenant Default Equity Contribution”;
each Payment Default Equity Contribution and Covenant Default Equity Contribution is referred to herein as a “Specified
Equity Contribution”); provided, that (A) notice of Parent’s irrevocable election to make a Covenant Default
Equity Contribution shall be delivered to Agent no later than the day on which financial statements are required to be delivered
for the applicable Fiscal Quarter, (B) the amount of any Covenant Default Equity Contribution will be no greater than the amount
required to cause the Loan Parties to be in compliance with such covenants, (C) all Covenant Default Equity Contributions will
be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing and
other items governed by reference to EBITDA, (E) the gross proceeds of all Covenant Default Equity Contributions shall be paid
to the Agent to be applied as a mandatory prepayment (including the Make-Whole Amount or Prepayment Premium applicable thereto)
of the Term Loan and applied under Section 2.05 hereof when funded and (F) the amount of the Term Loan prepaid with the
proceeds of Covenant Default Equity Contributions shall be deemed outstanding for purposes of determining compliance with such
covenants for the current Fiscal Quarter and the next three Fiscal Quarters thereafter.


 


 


 


 


 






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(iii)           
Notwithstanding anything to the contrary herein, Specified Equity Contributions shall not be made (A) more than twice during
the term of this Agreement, (B) in two consecutive Fiscal Quarters, (C) more than once during any four consecutive Fiscal Quarter
period or (D) in any single Fiscal Quarter in an amount greater than $2,000,000.


 


VII.       DEFAULTS


 


Section 7.01       
Events of Default. Each of the following events is herein, sometimes referred to as
an “Event of Default”: 


 


(a)  
if any representation, warranty or other statement or disclosure made herein or in any other Loan Document, or in any certificate,
financial statement, instrument or other statement furnished by or on behalf of any Loan Party in connection with this Agreement,
any other Loan Document or with respect to the Term Loan and/or any other Obligations shall be false, inaccurate or misleading
in any material respect (without duplication of any existing materiality qualifiers) when made or when deemed made;


 


(b)  
any default in the payment by any Loan Party of any (i) principal payable under this Agreement or any other Loan Document
when the same shall be due and payable, whether at the due date thereof or at a date required for prepayment or by acceleration
or otherwise, or (ii) interest, fees or other amount (other than principal) payable under this Agreement or any other Loan Document
when the same shall be due and payable, whether at the due date thereof or at a date required for prepayment or by acceleration
or otherwise, and in the case of clause (ii) above, the continuance of any such non-payment (in whole or in part) for a
period of three (3) Business Days;


 


(c)  
any default by any Loan Party in the due observance or performance of any covenant, condition or agreement contained in
Section 5.01(c), 5.03, 5.04, 5.05, 5.08, 5.09, 5.10, 5.13, 5.14
or in any Section of Article VI hereof;


 


(d)  
any default by any Loan Party in the due observance or performance of any covenant, condition or agreement contained in
Section 5.15, and the continuance of such default unremedied for a period of three (3) Business Days;


 


(e)  
any default by any Loan Party in the due observance or performance of any covenant, condition or agreement contained in
any provision of this Agreement or any other Loan Document and not addressed in Section 7.01(a), (b), (c)
or (d), and the continuance of such default unremedied for a period of twenty (20) days after the earlier of (i) the date
upon which any Loan Party obtains knowledge of such default and (ii) the date upon which any Loan Party receives written notice
of such default from Agent; provided, that such twenty (20) day grace period shall not be available for any default that
is not reasonably capable of being cured within such period or for any intentional default;


 


(f)   
(x) any default with respect to any Indebtedness (other than the Obligations) of any Loan Party that has an outstanding
aggregate balance in an amount in excess of $200,000 if (i) such default shall consist of the failure to pay all or any portion
of such Indebtedness when due, whether by acceleration or otherwise, or (ii) the effect of such default is to permit the holder,
with or without notice or lapse of time or both, to accelerate the maturity of all or any portion of any such Indebtedness or to
cause all or any portion of such Indebtedness to become due prior to the stated maturity thereof or (y) the occurrence of any “Event
of Default” (as defined in the Revolving Loan Credit Agreement);


 


 


 


 


 


 






    	 	63	 



     

    

 


(g)  
any Loan Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar Applicable Law or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts
as they become due, or shall take any action to authorize any of the foregoing;


 


(h)  
 an involuntary case or other proceeding shall be commenced against any Loan Party seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or other similar Applicable Law or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief
shall be entered against any Loan Party under any bankruptcy, insolvency or other similar Applicable Law as now or hereafter in
effect;


 


(i)    
one or more judgments, orders, decrees or arbitration awards for the payment of money aggregating in excess of $200,000
shall be rendered against any one or more of the Loan Parties and either (i) enforcement proceedings shall have been commenced
by any creditor upon any such judgments or orders or (ii) there shall be any period of thirty (30) days during which a stay
of enforcement of any such judgments, or orders, decrees or awards, by reason of a pending appeal, bond or otherwise, shall not
be in effect;


 


(j)    
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of any
Loan Party having an aggregate fair value or repair cost (as the case may be) in excess of $200,000 individually or in the aggregate,
and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after the date thereof;


 


(k)  
if any Lien purported to be created by any Security Document shall cease to be a valid perfected first priority Lien (subject
only to any priority accorded by Applicable Law to Permitted Liens or pursuant to the Intercreditor Agreement) on the assets or
properties covered thereby, or any Loan Party shall assert in writing that any Lien purported to be created by any Security Document
is not a valid perfected first priority lien (subject only to any priority accorded by Applicable Law to Permitted Liens or pursuant
to the Intercreditor Agreement) on the assets or properties purported to be covered thereby;


 


(l)    
if any of the Loan Documents shall cease to be in full force and effect (other than as a result of the discharge thereof
in accordance with the terms thereof) or if any Loan Party or any of its Affiliates or any Sponsor Affiliate seeks to revoke all
or any portion of any Loan Document to which it is a party;


 


 


 


 


 






    	 	64	 



     

    

 


(m) (i) any subordination
or intercreditor provision in favor of Agent or any Lender in any document or instrument governing Subordinated Debt, including
the Seller Subordinated Note Documents and Sponsor Subordinated Note Documents, (ii) any subordination or intercreditor provision
in favor of Agent or any Lender in any subordination or intercreditor agreement that relates to any Subordinated Debt, (iii) any
subordination or intercreditor provision in any guaranty by any Loan Party of any Subordinated Debt or (iv) any provision of the
Intercreditor Agreement, Seller Debt Subordination Agreement or Sponsor Debt Subordination Agreement, shall, in each case, cease
to be in full force and effect, or any Person (including the holder of any applicable Subordinated Debt or the Revolving Lender)
shall contest in any manner the validity, binding nature or enforceability of any such provision or shall be in breach of any such
provision;


 


(n)  
 if any Loan Party or any of its officers, directors or members of senior management shall be indicted for, convicted of
or plead nolo contendere to any criminal offense constituting a felony;


 


(o)  
the occurrence of a Change of Control;


 


(p)  
 (i) the institution of any steps by any Person to terminate a pension plan subject to Title IV of ERISA if as a result
of such termination any Loan Party could reasonably be expected to make a contribution to such pension plan or could incur a liability
or obligation to such pension plan, in excess of $200,000; (ii) a contribution failure occurs with respect to any such pension
plan sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code or under any other Applicable
Law on the assets of any Loan Party; (iii) there shall occur any withdrawal or partial withdrawal from a multiemployer plan (as
defined in Section 4001(a)(3) of ERISA) and the withdrawal liability to such multiemployer plan that could reasonably be expected
to be imposed on any Loan Party is in excess of $200,000; (iv) any plan to which any Loan Party contributes that is intended to
be qualified under Section 401 of the Code is determined by a governmental authority not to be so qualified; or (v) an excise tax
or penalty in excess of $200,000 is imposed under Chapter 43 of the Code or under any other Applicable Law on any Loan Party; or


 


(q)  
any Loan Party (i) ceases substantially all, or any material portion, of its normal business operations for a period in
excess of ten (10) consecutive days, or (ii) suffers any material disruption, interruption or discontinuance of a material portion
of its normal business operations for a period in excess of ten (10) consecutive days, in each case, determined in Agent’s
Discretion.


 


Section 7.02       
Remedies. If any Event of Default shall have occurred and be continuing, Agent may,
and at the written request of the Required Lenders shall, with or without notice, (i) declare all or any portion of the Obligations,
including all or any portion of any Loan and all Prepayment Premiums (if any) payable in connection with a repayment or prepayment
of all or any portion of the Term Loan, to be forthwith due and payable, all without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by Borrower and each other Loan Party; and (ii) exercise any rights and
remedies provided to Agent under any Loan Document and/or at law or equity, including all remedies provided under the UCC; provided,
however, that upon the occurrence of an Event of Default specified in specified in Section 7.01(g) or 7.01(h),
all of the Obligations, including all Prepayment Premiums (if any) payable in connection with a repayment or prepayment being made
or being required to be made of all or any portion of the Term Loan, shall become immediately due and payable, each without declaration,
notice or demand by any Person. No delay or omission on Agent’s or any Lender’s part in exercising any right, remedy
or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.


 


 


 


 


 






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Section 7.03       
Waivers by Loan Parties. Except as otherwise provided for in this Agreement or by Applicable
Law, each of Parent and Borrower (on behalf of each Loan Party) waives: (a) presentment, demand and protest and notice of
presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release,
compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments,
chattel paper and guaranties at any time held by the Agent or any Lender on which any Loan Party may in any way be liable, and
hereby ratifies and confirms whatever the Agent or any Lender may do in this regard, (b) all rights to notice and a hearing
prior to the Agent or any Lender taking possession or control of, or to the Agent’s or any Lender’s replevy, attachment
or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing the Agent or any Lender
to exercise any of its remedies and (c) the benefit of all valuation, appraisal, marshalling and exemption laws.


 


VIII.       PARTICIPATING
LENDERS ASSIGNMENTS. 


 


Section 8.01       
Participations. Anything in this Agreement or any other Loan Document to the contrary
notwithstanding, any Lender may, at any time and from time to time, without in any manner affecting or impairing the validity of
any Obligations, sell to one or more Persons participating interests in its Term Loan and/or other interests hereunder and/or under
any other Loan Document (any such Person, a “Participant”) with the prior written consent of the Agent. In the
event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder and
under the other Loan Documents shall remain unchanged for all purposes, (b) the Borrower, the Agent and such Lender shall
continue to deal solely and directly with each other in connection with such Lender’s rights and obligations hereunder and
under the other Loan Documents and (c) all amounts payable by the Borrower shall be determined as if such Lender had not sold
such participation and shall be paid directly to the Agent on behalf of such Lender or to such Lender, as applicable. The Borrower
agrees that if amounts outstanding under this Agreement or any other Loan Document are due and payable (as a result of acceleration
or otherwise), each Participant along with each Affiliate of each Participant shall be deemed to have the right of set-off in respect
of its participating interest in amounts owing under this Agreement and the other Loan Documents to the same extent as if the amount
of its participating interest were owing directly to it as a Lender under this Agreement; provided, that such right of set-off
shall not be exercised without the prior written consent of the Agent and shall be subject to the obligation of each Participant
and Affiliate thereof to share with Agent and the Lenders its share thereof. The Borrower also agrees that each Participant shall
be entitled to the benefits of Sections 2.06 and 2.07 as if it were a Lender. Notwithstanding the granting of any
such participating interests: (i) the Borrower and the Agent shall look solely to the Lender that sold such participation interest
for all purposes of this Agreement, the Loan Documents and the transactions contemplated hereby, (ii) the Borrower and the Agent
shall at all times have the right to rely upon any waivers or consents signed by such Lender as being binding upon all of the Participants
of such Lender, and (iii) all communications in respect of this Agreement and such transactions with such Lender need not involve
any Participant of such Lender. Each Lender granting a participation hereunder shall maintain, as a non-fiduciary agent of the
Borrower, a register (a “Participant Register”) as to the participations granted and transferred under this
Section containing the same information specified in Section 8.02 on the Register as if each Participant were a Lender.
No participation shall be effective for any purpose under the Loan Documents unless and until recorded in a Participant Register
by the applicable Lender. The requirement for a Participant Register set forth in this Section 8.01 shall be construed so
that the Term Loan and/or other interests hereunder are at all times maintained in “registered form” within the meaning
of Treasury Regulation Section 1.871-14(c). No Participant shall have any direct or indirect voting rights hereunder except with
respect to any event described in Section 11.01 expressly requiring the unanimous vote of all Lenders or, as applicable,
all directly affected Lenders.


 


 


 


 


 


 






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Section 8.02       
Assignment. Anything in this Agreement or any other Loan Document to the contrary notwithstanding
any Lender may, at any time and from time to time, without in any manner affecting or impairing the validity of any Obligations,
assign all or any its portion of the Term Loan (along with the related rights and interests) to any Person (an “Assignee
Lender”), with the prior written consent of the Agent (provided such consent of Agent shall not be (x) unreasonably withheld,
delayed or conditioned or (y) required with respect to any assignment by a Lender to a Lender or an Affiliate or Related Fund of
a Lender, in each case so long as no such Person is a Defaulting Lender. Except as the Agent may otherwise agree, any such assignment
(other than any assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender) shall be in a minimum aggregate
amount equal to $1,000,000 of the Term Loan or, if less, all of the remaining Term Loan of such assigning Lender. No such assignment
shall be effective unless and until the Agent shall have received and accepted an effective Assignment and Acceptance executed,
delivered and fully completed by the applicable parties thereto (including the Agent) and a processing fee of $5,000 to be paid
to the Agent by the Lender to whom such interest is assigned (unless such processing fee is waived by the Agent; and provided that
no such processing fee shall be required with respect to an assignment by a Lender to its Affiliates or Related Funds). Any attempted
assignment not made in accordance with this Section 8.02 shall be null and void. From and after the date on which the conditions
described above have been met, (i) such Assignee Lender shall be deemed automatically to have become a party hereto and, to
the extent that rights and obligations hereunder have been assigned to such Assignee Lender pursuant to such Assignment and Acceptance,
shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance, shall be released from its rights (other than its
indemnification rights) and obligations hereunder. Upon the request of the Assignee Lender (and, as applicable, the assigning Lender)
pursuant to an effective Assignment and Acceptance, the Borrower shall execute and deliver to the Agent for delivery to the Assignee
Lender (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee Lender’s Term Loan (and,
as applicable, a Note in the principal amount of the Term Loan retained by the assigning Lender). Each such Note shall be dated
the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to
the Borrower any prior Note held by it. Without limiting the foregoing, in no event, without the prior written consent of Agent,
which consent of Agent may or may not be given (and which if given, such consent may be conditioned on any matter required by Agent)
in the sole and absolute discretion of Agent, may any Lender transfer and assign all or any interests in its Term Loan and/or other
interests hereunder and/or under any other Loan Document to (x) any Sponsor Affiliate, any Loan Party or any Affiliate of any Loan
Party, or (y)  any holder of Subordinated Debt (or Indebtedness owing by a Loan Party which is secured by a Lien that is either
senior or subordinated to any of the Liens of Agent securing the Obligations) or any Affiliate of any such holder. Agent, acting
solely for this purpose as a non-fiduciary agent of Borrower, shall maintain at one of its offices in the United States a copy
of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the
names and addresses of each Lender, and principal amount and stated interest of the Term Loan owing to, such Lender pursuant to
the terms hereof. Subject to receipt of any required tax forms reasonably required by Agent, Agent shall record the applicable
transfers, assignments and assumptions in the Register. The entries in such Register shall be conclusive, and Borrower, Agent and
Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary, and no assignment shall be effective for any purpose under the Loan
Documents unless and until recorded in the Register. Such Register shall be available for inspection by Borrower and any Lender
(solely as to such Lender), at any reasonable time upon reasonable prior notice to Agent. The requirement for the Register set
forth in this Section 8.02 shall be construed so that the Term Loan and/or other interests hereunder are at all times maintained
in “register form” within the meaning of Treasury Regulation Section 1.871-14(c). Notwithstanding anything to the contrary
herein, if no Event of Default under Section 7.01(b), (g) or (h) has occurred and is continuing, neither Agent
nor any Lender may assign all or any of its rights or obligations under this Agreement to any Competitor.


 


 


 


 


 






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Section 8.03       
Pledges/Security. Notwithstanding any provision of this Agreement or any other Loan
Document to the contrary, the Agent and each Lender may at any time pledge or grant a security interest in all or any portion of
its rights under this Agreement and the other Loan Documents to secure obligations of the Agent or such Lender, including any pledge
or grant to secure obligations to a Federal Reserve Bank; provided, that notwithstanding the foregoing no such Person to
whom such pledge or grant is made in favor of shall be permitted to be a Lender hereunder without the prior written consent of
the Agent.


 


IX.       MISCELLANEOUS


 


Section 9.01       
Survival. This Agreement and all covenants, agreements, representations and warranties
made by the Loan Parties herein and in the certificates delivered pursuant hereto, shall survive the making by the Agent or any
Lender of the Term Loan and the execution and delivery to Agent and the Lenders of this Agreement, and shall continue in full force
and effect for until all of the Obligations have been paid in full and all Loan Documents have been terminated. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns
of such party; and all covenants, promises and agreements in this Agreement contained, by or on behalf of the Parent and the Borrower
shall inure to the benefit of the successors and permitted assigns of the Agent and the Lenders.


 


Section 9.02       
Indemnification / Expenses. 


 


(a)  
Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender
and each Participant and their respective managers, directors, officers, employees, attorneys and agents against (each, an “Indemnified
Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded
Tax) damages and liabilities and related reasonable (provided such “reasonable” qualifier shall not apply with respect
to costs and expenses of Agent incurred during the existence of an Event of Default) expenses, including reasonable counsel fees
and expenses, incurred by any Indemnified Person arising out of, in any way connected with, or as a result of: (a) the use of any
of the proceeds of the Term Loan; (b) this Agreement or any other Loan Document; (c) the transactions contemplated by this Agreement
or any other Loan Document; (d) the ownership and operation of any Loan Party’s assets, including all Real Properties and
improvements or any Contract or the performance by any Loan Party of its obligations under any Contract; (e) any finder’s
fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated
by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan
Party, or any of its Affiliates or any Sponsor Affiliate; and/or (f) any claim, litigation, investigation or proceeding relating
to any of the foregoing, whether or not the Agent, any Lender, any Participant or any of their respective directors, officers,
managers, employees, attorneys or agents are a party thereto; provided that such indemnity provided to any such Person shall
not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from the willful misconduct
or gross negligence of any Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction.
All amounts due under this Section 9.02 shall be payable on written demand therefor.


 


 


 


 






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(b)  
The Borrower hereby agrees to promptly pay (i) all reasonable costs and expenses (provided such “reasonable”
qualifier shall not apply with respect to costs and expenses incurred by the Lender during the existence of an Event of Default)
of the Agent (including the reasonable fees, costs and expenses of legal counsel to, and appraisers, accountants, consultants and
other professionals and advisors retained by or on behalf of the Agent) incurred in connection with: (A) all loan proposals and
commitments pertaining to the transactions contemplated hereby (whether or not such transactions are consummated), (B) the examination,
review, due diligence investigation, documentation, negotiation, and closing of the transactions contemplated by the Loan Documents
(whether or not such transactions are consummated), (C) the creation, perfection and maintenance of Liens pursuant to the Loan
Documents, (D) the performance by the Agent of its rights and remedies under the Loan Documents, (E) the administration of the
Loan Documents, (F) the preparation, execution, syndication, delivery and administration of this Agreement and the other Loan
Documents, including with respect to any amendments, modifications, consents and waivers to and/or under any and all Loan Documents
(whether or not such amendments, modifications, consents or waivers are consummated), (G) any periodic public record searches
conducted by or at the request of Agent (including title investigations and public records searches), pending litigation and tax
lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued
existence, organization and good standing of certain Persons) and any periodic management background checks, (H) protecting,
storing, insuring, handling, maintaining, auditing, examining, valuing or selling any Collateral, (I) exercising board observation
rights and/or inspection rights (subject to the limitations set forth in Section 5.05), (J) any litigation, dispute,
suit or proceeding relating to any Loan Document, and (K) any workout, collection, bankruptcy, insolvency and other enforcement
proceedings under any and all of the Loan Documents (it being agreed that such costs and expenses may include the costs and expenses
of workout consultants, investment bankers, financial consultants, appraisers, valuation firms and other professionals and advisors
retained by or on behalf of the Agent), (ii) without limitation of the preceding clause (i) all reasonable costs and expenses
of Agent (or any of its Affiliates) in connection with the Agent’s (or such Affiliate’s) reservation of funds in anticipation
of the funding of the Term Loan to be made hereunder and (iii) all reasonable and out of pocket costs and attorney fees (limited
to one counsel for all Lenders other than the Agent) of each Lender incurred during the existence of an Event of Default in connection
with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Loan Documents.
Any fees, costs and expenses owing by the Borrower or other Loan Party hereunder shall be due and payable within five (5) Business
Days after written demand therefor.


 


 


 


 


 


 


 


 






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(c)  
The foregoing indemnity and cost and expense reimbursements shall remain operative and in full force and effect regardless
of the expiration or any termination of this Agreement, the consummation of the transactions contemplated by this Agreement, the
repayment of the Term Loan, the invalidity or unenforceability of any term or provision of any Loan Document, any investigation
made by or on behalf of the Lender, and the content or accuracy of any representation or warranty made by any Loan Party in any
Loan Document.


 


Section 9.03       
GOVERNING LAW. THIS AGREEMENT, ALONG WITH ALL OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
PROVIDED OTHERWISE IN SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW). FURTHER, THE LAW OF THE STATE OF NEW YORK SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES
ARISING OUT OF OR CONNECTED TO OR WITH THIS AGREEMENT AND ALL SUCH OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE IN
SUCH OTHER LOAN DOCUMENT) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATION LAW).


 


Section 9.04       
Nonliability of Lenders. The relationship between Borrower on the one hand and Lenders
and Agent on the other hand shall be solely that of borrower and lender. Neither Agent nor any Lender shall have any fiduciary
responsibility to Borrower or any other Loan Party. Neither Agent nor any Lender undertakes any responsibility to Borrower or any
other Loan Party review or inform Borrower or any other Loan Party of any matter in connection with any phase of Borrower’s
or any other Loan Party’s business or operations. Execution of this Agreement by Borrower constitutes a full, complete and
irrevocable release of any and all claims which Borrower or any other Loan Party may have at law or in equity in respect of all
prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents.



 


Section 9.05       
Reservation of Remedies. Neither any failure nor any delay on the part of the Agent
or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or future exercise, or the exercise of any other right,
power or privilege.


 


Section 9.06       
Notices. All notices, requests, demands and other communications under or in respect
of this Agreement or any transactions hereunder shall be in writing (which may include facsimile communication) and shall be personally
delivered or mailed (by prepaid registered or certified mail, return receipt requested), sent by prepaid recognized overnight courier
service, or by facsimile transmission to the applicable party at its address or facsimile number indicated below.


 


 


 


 


 


 






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If to Agent or Comvest:


 


Comvest Capital IV, L.P.

525 Okeechobee Boulevard, Suite 1050

West Palm Beach, Florida 33401

Attention: Jason Gelberd and Vintage Stock Account Manager

Facsimile: (561) 727-2100


 


with a copy to:


 


Alston & Bird LLP

2828 N. Harwood, Suite 1800

Dallas, Texas 75201

Attention: Kate K. Moseley

Facsimile: (214) 922-3874


 


If to any other Lender, as
provided on its signature page to this Agreement or in the applicable Assignment Acceptance


 


If to the Parent or the Borrower:


 


Vintage Stock, Inc.

325 E. Warm Springs Road, #102

Las Vegas, Nevada 89119

Attention: Virland Johnson

Facsimile: (702) 997-1576


 


with a copy (which shall not
constitute notice) to:


 


Live Ventures Incorporated

325 E. Warm Springs Road, #102

Las Vegas, Nevada 89119

Attention: Michael Stein

Facsimile: (702) 997-5968


 


and


 


Venable LLP

750 E. Pratt Street, Suite 900

Baltimore, Maryland 21202

Attention: Anthony J. Rosso and W. Bryan Rakes

Facsimile: (410) 244-7742


 


 


 


 


 


 






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or, as to each party, at such other address
or facsimile number as shall be designated by such party in a written notice to the other party delivered as aforesaid. All such
notices, requests, demands and other communications shall be deemed given (a) when personally delivered, (b) when received after
being deposited in the mails with postage prepaid (by registered or certified mail, return receipt requested), (c) one (1) Business
Day after being timely delivered to the overnight courier service, if prepaid and sent overnight delivery, addressed as aforesaid
and with all charges prepaid or billed to the account of the sender, or (d) when sent by facsimile transmission to a facsimile
number designated by such addressee and the sender receives a confirmation of transmission from the sending facsimile machine.


 


Section 9.07       
Nature of Rights and Remedies; No Waivers. All obligations of the Loan Parties and
rights and remedies of the Agent and Lenders expressed herein or in any other Loan Document shall be in addition to and not in
limitation of those provided by Applicable Law. The rights and remedies herein and therein provided shall be cumulative and not
exclusive of any rights or remedies provided by Applicable Law. No failure to exercise and no delay in exercising, on the part
of the Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. No reference in any Loan Document to the “continuing” nature of any
Event of Default or that an Event of Default “remains in existence” (or any similar references) shall be construed
as establishing or otherwise indicating that any Loan Party has the right to cure any such Event of Default, but is rather presented
merely for convenience should such Event of Default be waived in accordance with Article XI (which the parties hereto understand
and agree would require a written waiver from the Agent and the applicable Lenders as provided in Article XI expressly waiving
such Event of Default). For the sake of clarity, once an Event of Default shall have occurred, no Loan Party shall have a right
to cure such Event of Default and no such Event of Default shall be deemed cured and/or cease to exist and/or cease to be continuing
unless and until such Event of Default is waived in writing in accordance with Article XI of this Agreement.


 


Section 9.08       
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
Parent, the Borrower, the Agent and the Lenders and their respective successors and permitted assigns, except that neither the
Parent nor the Borrower shall assign any of its rights or obligations hereunder without the prior written consent of each Lender.


 


Section 9.09       
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (UNLESS EXPRESSLY PROVIDED OTHERWISE IN SUCH OTHER LOAN DOCUMENT) SHALL
BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, IN AGENT’S SOLE DISCRETION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND, AND EACH PARTY HERETO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY CONSENTS TO THE JURISDICTION
OF THE AFOREMENTIONED COURTS. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED
ON UPON 28 U.S.C. § 1404, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING AND ADJUDICATION OF ANY SUCH ACTION, SUIT OR
PROCEEDING IN ANY OF THE AFOREMENTIONED COURTS AND AGREES TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
BY THE COURT. EACH PARTY HERETO EACH HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS AGREEMENT OR, ANY OTHER LOAN DOCUMENT, OR UNDER ANY AMENDMENT, WAIVER, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH
ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


 


 


 


 


 






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Section 9.10       
Certain Waivers. Each of the Parent and the Borrower, on behalf of themselves and each
of the other Loan Parties, hereby waives any claims for special, consequential or punitive damages in any way arising out of or
relating to this Agreement, any of the other Loan Documents, any of the transactions contemplated hereby or thereby, or any breach
hereof or thereof.


 


Section 9.11       
Severability. If any provision of this Agreement or any other Loan Document is held
invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision
shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances,
or excised from this Agreement or such other Loan Document, as the situation may require, and this Agreement and the other Loan
Documents shall be construed and enforced as if such provision had been included herein as so modified in scope or application,
or had not been included herein or therein, as the case may be.


 


Section 9.12       
Captions. The Article and Section headings in this Agreement are included herein for
convenience of reference only, and shall not affect the construction or interpretation of any provision of this Agreement.


 


Section 9.13       
Sole and Entire Agreement. This Agreement, the other Loan Documents, and the other
agreements, instruments, certificates and documents referred to or described herein and therein constitute the sole and entire
agreement and understanding between the parties hereto as to the subject matter hereof, and supersede all prior discussions, letters
of intent, commitment letters, proposal letters, other agreements and understandings of every kind and nature between the parties
as to such subject matter. Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement
and the other Loan Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions
of this Agreement or any other Loan Document.


 


 


 


 


 


 


 


 


 


 


 






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Section 9.14       
Confidentiality. Agent and each Lender agree not to disclose Confidential Information,
to any Person without the prior consent of the Borrower; provided, however, that nothing herein contained shall limit
any disclosure of the tax structure of the transactions contemplated hereby, or the disclosure of any information (a) to the extent
required by Applicable Law, statute, rule, regulation or judicial process or in connection with the exercise of any right or remedy
under any Loan Document, or as may be required in connection with the examination, audit or similar investigation of or by
the Agent, any Lender or any of their respective Affiliates, (b) to examiners, auditors, accountants or any regulatory authority,
(c) to the officers, partners, managers, directors, employees, agents and advisors (including independent auditors, lawyers and
counsel) of the Agent or any Lender or any of their respective Affiliates so long as such Person is made aware of the confidential
nature of such Confidential Information and instructed to keep such information confidential, (d) in connection with any litigation
or dispute which relates to this Agreement or any other Loan Document to which the Agent or any Lender is a party or is otherwise
subject, (e) to a subsidiary or Affiliate of Agent or any Lender, (f) to any Assignee Lender or Participant (or prospective Assignee
Lender or Participant) of Agent or any Lender which agrees to be bound by this Section 9.14 and (g) to any lender or other
funding source of the Agent or any Lender (each reference to Agent and/or a Lender in the foregoing clauses shall be deemed to
include (i) the actual and prospective Assignee Lenders and Participants referred to in clause (f) above and the lenders and other
funding sources referred to in clause (g) above, as applicable for purposes of this Section 9.14), and provided
further, that in no event shall the Agent or any Lender be obligated or required to return any materials furnished by or on
behalf of the Borrower or any other Loan Party. Any Person required to maintain the confidentiality of Confidential Information
as provided in this Section 9.14 shall be considered to have complied with the obligation to do so if such Person has exercised
the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord its own confidential
information (but not less than a reasonable degree of care). The obligations of the Agent and each Lender under this Section
9.14 shall supersede and replace the obligations of the Agent and each Lender under any confidentiality letter or provision
in respect of this financing or any other financing previously signed and delivered by the Agent and/or any Lender to the Borrower
or any of its Affiliates or any Sponsor Affiliates.


 


Section 9.15       
Marshaling. Neither the Agent nor any Lender shall be under any obligation to marshal
any assets in payment of any or all of the Obligations. 


 


Section 9.16       
No Strict Construction. The parties hereto and to the other Loan Documents have participated
jointly in the negotiation and drafting of this Agreement and each of the other Loan Documents. In the event an ambiguity or question
of intent or interpretation arises, this Agreement and each of the other Loan Documents shall be construed as if drafted jointly
by the parties hereto and thereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any other Loan Document.


 


Section 9.17       
USA PATRIOT Act Notification. The Agent and each Lender hereby notifies the Loan Parties
that pursuant to the requirements of the USA PATRIOT Act, it may be required to obtain, verify and record certain information and
documentation that identifies such Person, which information may include the name and address of each such Person and such other
information that will allow the Agent or such Lender to identify such Persons in accordance with the USA PATRIOT Act.


 


 


 


 






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Section 9.18       
Tax Treatment. The parties hereto intend and agree that the Term Loan shall be treated
as indebtedness for U.S. federal and state income tax purposes, and that the Term Loan has original issue discount (“OID”)
for the purposes of the Code (and similar state law).  Information as to the issue price, yield to maturity, amount of OID,
and issue date may be obtained by contacting Mark Szafranowski, Chief Financial Officer of the Borrower.  Furthermore, the
parties agree and intend that for purposes of applying Sections 1271 through 1275 of the Code and the related Treasury Regulations
and provisions of state and local income tax laws, the potential for contingent payments set forth herein as of the issue date
shall be treated as "remote" or "incidental" contingencies with the meaning of Treasury Regulation Section
1.1275-2(h).  Each of the parties hereto agrees not to take a position inconsistent with this Section 9.18 for federal,
state, or local income tax purposes (including the filing of any information return, such as an IRS Form 1099), unless there is
a determination within the meaning of Section 1313 of the Code to the contrary.


 


Section 9.19       
Counterparts; Fax/Email Signatures. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same agreement. This Agreement may be executed by signatures delivered
by facsimile or electronic mail, each of which shall be fully binding on the signing party.


 


X.       AGENT.


 


Section 10.01   
Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and
authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duty or responsibility except those expressly
set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.


 


Section 10.02   
Delegation of Duties. The Agent may execute any of its duties under this Agreement
or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care. Without limiting the generality of the powers of the Agent, as set forth above, the Agent
is hereby authorized to act as collateral agent for each Lender pursuant to each of the Loan Documents. In such capacity, the Agent
has the right to exercise all rights and remedies available under the Loan Documents, the UCC and other applicable law, as directed
by the Required Lenders, which rights and remedies shall include, in the event of a foreclosure by the Agent on any portion of
the Collateral, whether pursuant to a public or private sale, the right of the Agent, as agent for all Lenders, to be, or form
an acquisition entity to be, the purchaser of any or all of such Collateral at any such sale. The Agent, as agent for all Lenders,
shall be entitled at any such sale to offset any of the Obligations against the purchase price payable by the Agent (or such acquisition
entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in
connection with such sale. The Agent shall have the authority to take such other actions as it may deem necessary or desirable,
and as may be approved by Required Lenders, to consummate a sale of the type described in the immediately preceding sentences.
The Agent shall have the authority to accept non-cash consideration in connection with the sale or other disposition of the Collateral,
whether the purchaser is the Agent, an entity formed by the Agent as described above or any other Person. Without limiting the
generality of the powers of the Agent, as set forth above, in the context of any bankruptcy or other insolvency proceeding involving
any Loan Party, the Agent is hereby authorized to, at the direction of Required Lenders: (i) file proofs of claim and other
documents on behalf of the Lenders, (ii) object or consent to the use of cash collateral, (iii) object or consent to
any proposed debtor-in-possession financing, whether provided by one or more of the Lenders or any other Person and whether secured
by Liens with priority over the Liens securing the Obligations or otherwise, (iv) object or consent to any sale of Collateral,
including sales for non-cash consideration in satisfaction of a portion of the Obligations, as may be agreed to by Required Lenders
on behalf of all Lenders, (v) to be, or form an acquisition entity to be, the purchaser of any or all of such Collateral at
any such sale under clause (iv) and to offset any of the Obligations against the purchase price payable by the Agent (or such acquisition
entity) at such sale or to otherwise consent to a reduction of the Obligations as consideration to the applicable Loan Party in
connection with such sale, and (vi) seek, object or consent to any Loan Party’s provision of adequate protection of
the interests of the Agent and/or the Lenders in the Collateral.


 


 


 


 






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Section 10.03   
Limited Liability. None of the Agent or any of its directors, officers, attorneys,
employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent resulting solely from
willful misconduct or gross negligence of such Person as determined by a final, non-appealable judgment of a court of competent
jurisdiction), or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made
by any Loan Party or Affiliate of any Loan Party or any Sponsor Affiliate, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received
by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien
or security interest therein), or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations
hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect
the properties, books or records of any Loan Party or Affiliate of any Loan Party or any Sponsor Affiliate.


 


Section 10.04   
Reliance. The Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail or telephone
message, statement or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants
and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document (a) unless it shall first receive such advice or concurrence of Required Lenders (or all Lenders,
or such other Lenders, if expressly required hereunder) as it deems appropriate and, if it so requests, confirmation from Lenders
of their obligation to indemnify the Agent against any and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action, (b) if such action would, in the opinion of Agent, be contrary to Applicable Law or the
terms of this Agreement or any other Loan Document, (c) if such action would, in the opinion of Agent, expose Agent to liabilities,
or (d) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Required
Lenders (or all Lenders, or such other Lenders, if expressly required hereunder) and such request and any action taken or failure
to act pursuant thereto shall be binding upon each Lender. Without limiting the foregoing, no Lender shall have any right of action
whatsoever against Agent as a result of Agent’s acting or refraining from acting hereunder or under any other Loan Document
in accordance with the instructions of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder).


 


 


 


 


 






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Section 10.05   
Notice of Default; Dissemination of Information. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default or Default, unless the Agent shall have received written notice from
a Lender or the Borrower referring to this Agreement, describing such Event of Default or Default and expressly stating that such
notice is a “notice of default”. The Agent will endeavor to notify the Lenders of its receipt of any such notice; provided
that the Agent shall not have any liability whatsoever for failing to deliver any such notice. The Agent shall take such action
with respect to such Event of Default or Default as may be reasonably requested by Required Lenders in accordance with Section
7.02; provided, that unless and until the Agent has received any such request, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable
in its sole discretion. Agent and Lenders acknowledge that Borrower, the Loan Parties and certain other Persons are required to
provide certain financial statements and other financial information and reports to Agent and/or Lenders in accordance with the
Loan Documents and agree that Agent shall not have any duty to provide the same to Lenders.


 


Section 10.06   
Credit Decision. Each Lender acknowledges that the Agent has not made any representation
or warranty to it, and that no act by the Agent hereafter taken, including any review of the affairs of the Borrower and the other
Loan Parties, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon the Agent and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrower and the other Loan Parties, and made its own decision to enter into this Agreement
and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon
the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly herein required to
be furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness
of any Loan Party which may come into the possession of the Agent.


 


 


 


 


 


 


 


 


 






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Section 10.07   
Indemnification. Whether or not the transactions contemplated hereby are consummated,
each Lender shall indemnify (based on such Lender’s Pro Rata Share) the Agent and its managers, directors, officers, employees,
attorneys and agents against (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of the
Borrower to do so), and shall hold the Agent and such other Persons harmless from, any and all losses, claims, taxes (other than
an Excluded Tax) damages and liabilities and related reasonable expenses (provided such “reasonable” qualifier shall
not apply with respect to costs and expenses of Agent incurred during the existence of an Event of Default), including counsel
fees and expenses, incurred by the Agent or any such other Person arising out of, in any way connected with, or as a result of:
(a) the use of any of the proceeds of the Term Loan; (b) this Agreement or any other Loan Document, (c) the transactions contemplated
by this Agreement or any other Loan Document, (d) the ownership and operation of any Loan Party’s assets, including all Real
Properties and improvements or any Contract or the performance by any Loan Party of its obligations under any Contract; (e) any
finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions
contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct
of any Loan Party or any of its Affiliates or Sponsor Affiliates, and/or (f) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not the Agent, or any of its directors, officers, managers, employees, attorneys or
agents are a party thereto; provided that such indemnity provided to any such Person shall not apply to any such losses, claims,
damages, liabilities or related expenses to the extent arising solely from the willful misconduct or gross negligence of such Person
as determined by a final, non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section 10.07
shall be payable on written demand therefor. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand
for its Pro Rata Share of any Agent Advances and of any costs or out-of-pocket expenses (including legal costs and expenses) incurred
by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 10.07 shall survive repayment
of the Term Loan, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, the Collateral Agreement
or any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of the Agent.


 


Section 10.08   
Agent Individually. Comvest and its Affiliates and Related Funds may make loans to,
issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind
of banking, trust, financial advisory, underwriting or other business with any Loan Party and any Affiliate of any Loan Party or
any Sponsor Affiliate as though Comvest were not the Agent hereunder and without notice to or consent of any Lender. Each Lender
acknowledges that, pursuant to such activities, Comvest or its Affiliates or its Related Funds may receive information regarding
Loan Parties or their Affiliates (including information that may be subject to confidentiality obligations in favor of any such
Loan Party or such Affiliate) or Sponsor Affiliates and acknowledge that the Agent shall be under no obligation to provide such
information to them. With respect to their Term Loan (if any), Comvest and its Affiliates and Related Funds shall have the same
rights and powers under this Agreement as any other Lender and may exercise the same as though Comvest were not the Agent, and
the terms “Lender” and “Lenders” include Comvest and its Affiliates and Related Funds, to the extent applicable,
in their individual capacities.


 


 


 


 


 


 


 


 


 








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Section 10.09   
Successor Agent. The Agent may resign as the Agent at any time upon 30 days’
prior notice to the Lenders (unless such notice is waived by Required Lenders). If the Agent resigns under this Agreement, Required
Lenders shall, appoint from among the Lenders a successor “Agent” for the Lenders. If no successor “Agent”
is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders,
a successor “Agent”. Upon the acceptance of its appointment as successor “Agent” hereunder, such successor
“Agent” shall succeed to all the rights, powers and duties of the retiring the Agent and the term “Agent”
shall mean such successor “Agent”, and the retiring Agent’s appointment, powers and duties as the Agent shall
be terminated. After any retiring Agent’s resignation hereunder as the Agent, the provisions of this Article X and
Section 9.02 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the
Agent under this Agreement. If no successor “Agent” has accepted appointment as the Agent by the date which is 30 days
following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as Required Lenders appoint
a successor “Agent” as provided for above.


 


Section 10.10   
Collateral and Guarantee Matters. The Lenders consent and irrevocably authorize the
Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Agent under the Collateral Agreement
and/or any other collateral document (i) when all outstanding monetary Obligations owing with respect to the Term Loan have
been paid in full (it being understood and agreed to that Agent shall be under no obligation to account for any outstanding monetary
Obligations owing to any Lender that have not been reported to Agent in writing by such Lender and Agent may assume that no such
non-reported monetary Obligations owing to such Lender exist for purposes of this clause (i)); (ii) constituting property
sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted under this Agreement
(including by consent, waiver or amendment and it being agreed and understood that the Agent may conclusively rely without further
inquiry on a certificate of an officer of the Borrower as to the sale or other disposition of property being made in compliance
with this Agreement); or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by Required
Lenders; (b) notwithstanding Section 11.01(b)(1) to release any party from its guaranty under the Collateral Agreement
(i) when all outstanding monetary Obligations owing with respect to the Term Loan have been paid in full (it being understood
and agreed to that Agent shall be under no obligation to account for any outstanding monetary Obligations owing to any Lender that
have not been reported to Agent in writing by such Lender and Agent may assume that no such non-reported monetary Obligations owing
to such Lender exist for purposes of this clause (i)), or (ii) if such party was sold or is to be sold or disposed of as part
of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and
understood that the Agent may conclusively rely without further inquiry on a certificate of an officer of the Borrower as to the
sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral
to any holder of a purchase money (or its equivalent) Lien on such Collateral which is permitted by hereunder (it being understood
that the Agent may conclusively rely on a certificate from the Borrower in determining whether the Indebtedness secured by any
such Lien is permitted hereunder). Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s
authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 10.10.


 


 


 


 


 


 


 


 






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Section 10.11   
Agent Advances. The Agent may from time to time make such disbursements and advances
(“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve, protect,
prepare for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount
of repayment by the Borrower of the Term Loan and other Obligations or to pay any other amount chargeable to the Borrower pursuant
to the terms of this Agreement, including costs, fees and expenses. The Agent Advances shall be repayable on demand, shall be secured
by the Collateral, shall bear interest at a rate per annum equal to the rate then applicable to the Term Loan and shall constitute
Obligations hereunder. The Agent shall notify each Lender and the Borrower in writing of each such Agent Advance, which notice
shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section
10.07, each Lender agrees that it shall promptly (but not later than three (3) Business Days) make available to the Agent,
upon the Agent’s demand, in U.S. dollars in immediately available funds, the amount equal to such Lender’s Pro Rata
Share of each such Agent Advance and thereafter the portion of such Agent Advance so reimbursed by each Lender shall be added to
the principal balance of the Term Loan owed by the Borrower to each such Lender. If such funds are not made available to the Agent
by such Lender by the end of such three (3) Business Day period, the Agent shall be entitled to recover such funds on demand from
such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid
to the Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate.


 


Section 10.12   
Revolving Facility; Subordinated Debt. Each Lender hereby irrevocably appoints, designates
and authorizes the Agent to enter into the Intercreditor Agreement, Seller Debt Subordination Agreement, Sponsor Debt Subordination
Agreement, Management Fee Subordination Agreement, and any other subordination or intercreditor agreement pertaining to the Revolving
Loan Documents or any other Subordinated Debt, on its behalf and to take such action on its behalf under the provisions of any
such agreement. Each Lender further agrees to be bound by the terms and conditions of the Intercreditor Agreement, Seller Debt
Subordination Agreement, Sponsor Debt Subordination Agreement, Management Fee Subordination Agreement and any other subordination
or intercreditor agreement pertaining to the Revolving Loan Documents or any other Subordinated Debt. Each Lender hereby authorizes
the Agent to issue blockages notices in connection with the Revolving Loan Documents or any Subordinated Debt.


 


Section 10.13   
Actions in Concert. Each Lender hereby agrees with each other Lender that no Lender
shall take any action to protect or enforce its rights arising out of this Agreement, the Notes or any other Loan Document (including
exercising any rights of setoff) without first obtaining the prior written consent of the Agent, it being the intent of the Lenders
that any such action to protect or enforce rights under this Agreement, the Notes and the other Loan Documents shall be taken in
concert and at the direction or with the consent of the Agent. 


 


 


 


 


 


 


 






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Section 10.14   
Competitors. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, Agent
and the Lenders shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,
compliance with the provisions hereof relating to Competitors; provided, that each of Agent and each Lender shall be responsible
for, and shall not be excused from any liability for, any assignment by Agent or such Lender of any of its rights or obligations
hereunder to any Person which such assigning party has actual knowledge is either GameStop Corp. or Trans World Entertainment Corp. 
Without limiting the generality of the foregoing, neither the Agent nor any Lender shall ‎(x) be obligated to ascertain, monitor
or inquire as to whether any other Lender or Participant or prospective Lender or Participant is a Competitor or (y) have any liability
with respect to or arising out of any assignment or participation of the Term Loan, or disclosure of confidential information,
by any other Person to any ‎Competitor.


 


XI.       Waiver;
Amendments.


 


Section 11.01   
General Terms. No amendment, modification or waiver of, or consent with respect to,
any provision of this Agreement or any of the other Loan Documents (other than the Agent Payments Letter) shall in any event be
effective unless the same shall be in writing and signed by (i) the Borrower (with respect to Loan Documents to which the Borrower
is a party), (ii) the Agent, and (iii) the Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares
expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders (or
by Agent at the direction of such Lenders or Required Lenders), and then any such amendment, modification, waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided, however, that:


 


(a)             
no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected
thereby, in addition to Agent and Required Lenders and the Borrower, do any of the following: (1) increase any of the Term
Loan Commitments (provided, that only the Lenders participating in any such increase of the Term Loan Commitments shall be considered
directly affected by such increase), (2) extend the date scheduled for payment (as opposed to any mandatory prepayment or
the rescission of an election to accelerate) of any principal of or interest on the Term Loan or any fees or other amounts payable
hereunder or under the other Loan Documents, or (3) reduce the principal amount of the Term Loan, the amount or rate of interest
thereon (provided, that Required Lenders may rescind an imposition of default interest pursuant to Section 2.02), or any
fees or other amounts payable hereunder or under the other Loan Documents; and


 


(b)             
no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition
to Agent and the Borrower (with respect to Loan Documents to which the Borrower is a party), do any of the following: (1) release
any Loan Party from its guaranty of the Obligations under the Loan Party Guaranty or all or substantially all of the Collateral
granted under the Security Documents, except (i) as otherwise specifically provided in this Agreement or the other Loan Documents,
(ii) to the extent such release from such guaranty is in connection with a sale or other disposition of the equity of such Loan
Party (so long as a result thereof such Loan Party is no longer required to guaranty the Obligations) permitted under this Agreement
(including by consent, waiver or amendment of this Agreement), or (iii) to the extent such release of Collateral is in connection
with a sale or other disposition of such Collateral (so long as a result thereof such Collateral is no longer required to secure
the Obligations) permitted under this Agreement (including by consent, waiver or amendment of this Agreement), (2) change
the definition of Required Lenders, (3) change any provision of this Article XI, (4) amend the provisions
of Section 2.05, or (5) reduce the aggregate Pro Rata Shares required to effect any amendment, modification, waiver
or consent under the Loan Documents.


 


 


 


 


 


 






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Notwithstanding the provisions
of this Article XI to the contrary, any amendment, modification, waiver or consent to cure any ambiguity, omission, defect
or inconsistency in any Loan Document shall only require the signature of Agent and Borrower.


 


Section 11.02   
Agency Provisions. No amendment, modification, waiver or consent shall, unless in writing
and signed by the Agent, as applicable, in addition to the Borrower and Required Lenders (or all the Lenders directly affected
thereby or all of the Lenders, as the case may be in accordance with the provisions above), affect the rights, privileges, duties
or obligations of Agent (including under the provisions of Article X) under this Agreement or any other Loan Document.


 


Section 11.03   
Defaulting Lenders. Notwithstanding any provision to the contrary set forth in this
Agreement, it is agreed and understood as follows with respect to Defaulting Lenders:


 


(a)             
Defaulting Lenders (and their respective Pro Rata Shares of the Term Loan) shall be excluded from the determination of Required
Lenders, and shall not have voting rights with respect to any matters requiring the approval of Required Lenders; and


 


(b)             
no Defaulting Lender shall be considered a “Lender” for purposes of the proviso to the definition of the term
“Required Lenders”.


 


Section 11.04   
Replacement of Lenders. If any Lender (other than Agent) does not consent to any matter
requiring its consent under Sections 11.01(a) or 11.01(b), when Required Lenders have otherwise consented to such
matter or any Lender is a Defaulting Lender and the circumstances causing such status have not been cured or waived to the satisfaction
of the Agent, then the Borrower or the Agent may within 90 days thereafter designate another Person acceptable to the Agent in
its sole discretion (such other Person being called a “Replacement Lender”) to purchase the Term Loan of such
Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase
price equal to the outstanding principal amount of the Term Loan payable to such Lender plus any accrued but unpaid interest on
such Term Loan and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement,
and to assume the obligations of such Lender hereunder, all in compliance with Section 8.02. Upon such purchase and assumption
(pursuant to an Assignment and Acceptance), such Lender shall no longer be a party hereto or have any rights hereunder (other than
rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption)
and shall be relieved from all obligations to the Borrower hereunder, and the Replacement Lender shall succeed to the rights and
obligations of such Lender hereunder.


 


 


 


 


 






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Section 11.05   
EFFECT OF AMENDMENT AND RESTATEMENT. UPON THE CLOSING DATE: (A) ALL TERMS AND CONDITIONS
OF THE EXISTING AGREEMENT AND ANY OTHER LOAN DOCUMENTS EXECUTED AND DELIVERED PURSUANT THERETO, AS AMENDED BY THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BEING EXECUTED AND DELIVERED IN CONNECTION HEREWITH, SHALL BE AND REMAIN IN FULL FORCE AND EFFECT, AS
SO AMENDED, AND SHALL CONSTITUTE AND CONTINUE TO BE THE LEGAL, VALID, BINDING AND ENFORCEABLE OBLIGATIONS OF EACH LOAN PARTY AND
OF THE AGENT AND LENDERS; (B) THE TERMS AND CONDITIONS OF THE EXISTING AGREEMENT SHALL BE AMENDED AS SET FORTH HEREIN AND, AS SO
AMENDED, THE EXISTING AGREEMENT SHALL BE RESTATED IN ITS ENTIRETY, BUT SHALL BE AMENDED ONLY WITH RESPECT TO THE RIGHTS, DUTIES
AND OBLIGATIONS AMONG EACH LOAN PARTY, THE LENDERS AND THE AGENT ACCRUING FROM AND AFTER THE DATE HEREOF; (C) THIS AGREEMENT SHALL
NOT IN ANY WAY RELEASE OR IMPAIR THE RIGHTS, DUTIES, OBLIGATIONS OR LIENS CREATED PURSUANT TO THE EXISTING AGREEMENT OR ANY OTHER
LOAN DOCUMENTS, EXCEPT AS EXPRESSLY MODIFIED HEREBY OR BY ANY DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
HEREWITH, AND ALL OF SUCH RIGHTS, DUTIES, OBLIGATIONS AND LIENS ARE ASSUMED, RATIFIED AND AFFIRMED BY EACH LOAN PARTY; (D) ALL
INDEMNIFICATION OBLIGATIONS OF THE LOAN PARTIES UNDER THE EXISTING AGREEMENT AND ANY OTHER LOAN DOCUMENTS SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THIS AGREEMENT AND SHALL CONTINUE IN FULL FORCE AND EFFECT FOR THE BENEFIT OF AGENT, THE LENDERS AND ANY OTHER
PERSON INDEMNIFIED UNDER THE EXISTING AGREEMENT OR ANY OTHER LOAN DOCUMENTS AT ANY TIME PRIOR TO THE DATE HEREOF; (E) THE AMENDMENT
AND RESTATEMENT CONTAINED HEREIN SHALL NOT, IN ANY MANNER, BE CONSTRUED TO CONSTITUTE PAYMENT OF, OR IMPAIR, LIMIT, CANCEL OR EXTINGUISH,
OR CONSTITUTE A NOVATION IN RESPECT OF, THE OBLIGATIONS AND OTHER OBLIGATIONS AND LIABILITIES OF ANY LOAN PARTY EVIDENCED BY OR
ARISING UNDER THE EXISTING AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LIENS AND SECURITY INTERESTS SECURING SUCH OBLIGATIONS
AND OTHER OBLIGATIONS AND LIABILITIES GRANTED BY THE LOAN PARTIES IN THE EXISTING AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHICH
LIKEWISE SHALL NOT IN ANY MANNER BE IMPAIRED, LIMITED, TERMINATED, WAIVED OR RELEASED; (F) THE EXECUTION, DELIVERY AND EFFECTIVENESS
OF THIS AGREEMENT SHALL NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF AGENT OR THE LENDERS UNDER THE EXISTING AGREEMENT,
NOR CONSTITUTE A WAIVER OF ANY COVENANT, AGREEMENT OR OBLIGATION UNDER THE EXISTING AGREEMENT, IN EACH CASE AS IN EFFECT IMMEDIATELY
PRIOR TO THE EFFECTIVENESS OF THIS AGREEMENT; AND (G) ANY AND ALL REFERENCES IN THE LOAN DOCUMENTS TO THE EXISTING AGREEMENT SHALL,
WITHOUT FURTHER ACTION OF THE PARTIES, BE DEEMED A REFERENCE TO THE EXISTING AGREEMENT, AS AMENDED AND RESTATED BY THIS AGREEMENT,
AND AS THIS AGREEMENT SHALL BE FURTHER AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME HEREAFTER.
SUBJECT TO THE FOREGOING, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF THE LOAN PARTIES, AGENT
AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS
OR WARRANTIES BY THE AGENT OR ANY LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR
IN THE OTHER LOAN DOCUMENTS.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their duly authorized officer as of the day and year first
written above.


 





	 	COMVEST CAPITAL IV, L.P.,
	 	as Agent and a Lender
	 	By: ComVest Capital IV Partners, L.P., its General Partner
	 	By: ComVest Capital IV Partners UGP, LLC, its General Partner
	 	 
	 	By: /s/ Jason Gelberd                             
	 	Name: Jason Gelberd
	 	Title: Partner
	 	 
	 	COMVEST CAPITAL IV (LUXEMBOURG) MASTER FUND, SCSP,
	 	as a Lender
	 	 
	 	By: Convest Capital Advisors, LLC, as investment manager
	 	 
	 	By: /s/ Jason Gelberd                           
	 	Name: Jason Gelberd
	 	Title: Partner
	 	 
	 	Address for Notices:
	 	 
	 	c/o Comvest Capital IV, L.P.
	 	525 Okeechobee Boulevard, Suite 1050
	 	West Palm Beach, Florida 33401
	 	Attention: Jason Gelberd and Vintage Stock
	 	Account Manager
	 	Facsimile: (561) 727-2100
	 	 
	 	 
	 	 
	 	 



 


 


 


 


 


Signature
page to Vintage Stock Amended and Restated Credit Agreement






    	 		 



     

    

 





	 	VINTAGE STOCK, INC.,
	 	as Borrower
	 	 
	 	By: /s/ Rodney Spriggs                           
	 	Name: Rodney Spriggs
	 	Title: President and Chief Executive Officer
	 	 



 


 


Acknowledged and Agreed:



VINTAGE STOCK AFFILIATED HOLDINGS LLC,


as Parent



 


 


 

By: /s/ Jon Isaac                              

Name: Jon Isaac

Title: President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature
page to Vintage Stock Amended and Restated Credit Agreement






    	 		 



     

    

 


EXHIBIT A


 


Form of Term Note


 





	$ ______________	_____________, 2018



 





TERM NOTE


 


FOR VALUE RECEIVED, the
undersigned, VINTAGE STOCK, INC., a Missouri corporation (the “Borrower”), hereby promises to pay to ______________
or its registered assigns (“Lender”), the principal amount of ____________________ DOLLARS and ____ CENTS ($____________).


 


Borrower promises
to pay interest on the unpaid principal amount of this Note from the date hereof until the entire principal amount of this Note
is paid in full, payable at the rates and at the times set forth in that certain Amended and Restated Credit Agreement, dated as
of June 7, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement),
by and among the Borrower, the lenders from time to time party thereto, as lenders, COMVEST CAPITAL IV, L.P., a Delaware limited
partnership as agent for the Lenders (the “Agent”), and acknowledged and agreed to by VINTAGE STOCK AFFILIATED
HOLDINGS LLC, a Nevada limited liability company and sole equity holder of the Borrower (the “Parent”). All
payments of principal and interest shall be made to the Agent for the account of the Lender in United States Dollars in immediately
available funds. Section 2.05 of the Credit Agreement is hereby incorporated into this Note by this reference.


 


This Term Note (this
“Note”) is one of the Term Notes referred to in the Credit Agreement and is entitled to the benefits thereof.
This Note is secured by the Collateral. All amounts remaining unpaid on this Note shall be due and payable as provided in the Credit
Agreement. This Note may not be assigned by the Borrower, and may only be assigned by Lender to the extent permitted by Section
8.02 of the Credit Agreement.


 


No waiver of a right
in any instance shall constitute a continuing waiver of successive rights, and any one waiver shall govern only the particular
matters waived. Neither any provision of this Note nor any obligations of performance hereunder may be amended or waived except
pursuant to an agreement in writing signed by the Borrower and the Lender. Except as otherwise expressly provided in this Note,
the Borrower hereby waives, to the extent not prohibited by Applicable Law, diligence, demand, presentment for payment, protest,
dishonor, nonpayment, default, notice of any and all of the foregoing, and any other notice or action otherwise required to be
given or taken under all Applicable Law in connection with the delivery, acceptance, performance, default, enforcement or collection
of this Note. The Borrower further waives, to the extent not prohibited by Applicable Law, the benefit of any Debtor Relief Laws,
and consents that the Lender may release or surrender, exchange or substitute any Collateral now held or which may hereafter be
held as security for the payment of this Note.


 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
THEREIN WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).
FURTHER, THE LAW OF THE STATE OF NEW YORK SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR CONNECTED TO OR WITH THIS
NOTE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).


 


 


 


 


 






    	 	Exhibit A-1	 



     

    

 


ANY LEGAL ACTION, SUIT
OR PROCEEDING WITH RESPECT TO THIS NOTE SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW
YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST
ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, IN AGENT’S SOLE DISCRETION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND, AND THE BORROWER, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY
CONSENTS TO THE JURISDICTION OF THE AFOREMENTIONED COURTS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED ON UPON 28 U.S.C. § 1404, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING AND ADJUDICATION OF ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY OF THE AFOREMENTIONED COURTS AND AGREES TO THE GRANTING
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. THE BORROWER WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS NOTE OR UNDER ANY AMENDMENT, WAIVER, INSTRUMENT, DOCUMENT OR
OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.


 


 


[the remainder of this
page is intentionally blank]


 


 


 


 


 


 


 


 


 






    	 	Exhibit A-2	 



     

    

 


IN WITNESS WHEREOF,
the Borrower has executed this Note on the date first above written.


 





	 	VINTAGE STOCK, INC.
	 	 
	 	By: ______________________________
	 	Name: ____________________________
	 	Title: _____________________________



 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit A-3	 



     

    

 


EXHIBIT B


 


Form of Compliance Certificate


 


This Compliance Certificate
(this “Certificate”) is dated ________, __, 20__.


 


This Compliance Certificate
is being delivered to Agent and each Lender pursuant to Section 5.04(d) of that certain Amended and Restated Credit Agreement,
dated as of June 7, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement),
by and among Vintage Stock, Inc., a Missouri corporation (the “Borrower”),
the lenders from time to time party thereto, as lenders, COMVEST CAPITAL IV, L.P., a Delaware limited partnership as agent for
the Lenders (the “Agent”), and acknowledged and agreed to by VINTAGE STOCK AFFILIATED HOLDINGS LLC, a Nevada
limited liability company and sole equity holder of the Borrower (the “Parent”).


 


[Enclosed herewith
is a copy of the audited consolidated and consolidating financial statements (the “Financial Statements”) of
the Loan Parties required pursuant to Section 5.04(a) of the Credit Agreement for the Fiscal Year ended _________ (the “Covenant
Date”).][1]


 


[Enclosed herewith
is a copy of the unaudited consolidated and consolidating financial statements (the “Financial Statements”)
of the Loan Parties required pursuant to Section 5.04(b) of the Credit Agreement for the Fiscal Quarter ended _________ (the “Covenant
Date”), together with, comparative statements of income and cash flows for the corresponding period in the immediately
preceding Fiscal Year. Also enclosed herewith is a management discussion and analysis describing the performance of the Loan Parties
for the period covered by the Financial Statements.][2]


 


[Enclosed herewith
is a copy of the unaudited consolidated and consolidating financial statements (the “Financial Statements”)
of the Loan Parties required pursuant to Section 5.04(c) of the Credit Agreement for the month ended _________ (the “Covenant
Date”). Also enclosed herewith are (i) monthly profit and loss statements for each retail location of the Loan
Parties; and (ii) comparative statements of income and cash flows for the corresponding period in the immediately preceding Fiscal
Year.][3]


 


The undersigned hereby
certifies on behalf of Parent and its Subsidiaries that the undersigned is the Chief Financial Officer of Borrower and in such
capacity certifies the following on behalf of Parent and its Subsidiaries:


 


(a)              
the undersigned has examined the provisions of the Credit Agreement and the other Loan Documents;


 


(b)              
as of the date hereof, no Default or Event of Default has occurred and is continuing;


 


 


 


_______________________________


 


[1] Use for
annual financial statements delivered pursuant to Section 5.04(a).


[2] Use for
financial statements delivered pursuant to Section 5.04(b) at the end of a Fiscal Quarter.


[3] Use for
monthly financial statements delivered pursuant to Section 5.04(c).



 






    	 	Exhibit B-1	 



     

    

 


(c)              
the Financial Statements fairly present in all material respects the financial condition and results of operations of the
Loan Parties covered thereby for the period covered thereby and have been prepared in accordance with GAAP consistently applied
[, subject to, in the case of the financial statements delivered pursuant to Section 5.04(b) and 5.04(c) of the Credit Agreement,
changes resulting from audit and normal year-end adjustments and the absence of footnote disclosures][4]; and


 


(d)             
the computations set forth on Exhibit A attached hereto correspond to financial covenants contained in Section
6.18 of the Credit Agreement and such computations are true and correct as at the Covenant Date and have been done in compliance
with the Credit Agreement, in each case to the extent required under the Credit Agreement to be measured as of such Covenant Date.[5]


 


 


 


 


 


 


 


 


 


 


 


The undersigned has
executed and delivered this Certificate on behalf of, and as the Chief Financial Officer of, the Borrower on the date first above
written.


 


 





	 	VINTAGE STOCK, INC.
	 	 
	 	By: __________________________
	 	Name: ________________________
	 	Title: Chief Financial Officer



 


 


 


 


 


 


 


 


______________________________





[4] Use for
financial statements delivered pursuant to Section 5.04(b) at the end of a Fiscal Quarter and for monthly financial statements
delivered pursuant to Section 5.04(c).


[5] Monthly
P/L statements are covered in the fifth paragraph of the certificate.



 


 






    	 	Exhibit B-2	 



     

    

 


Exhibit A to Compliance Certificate

Dated as of ________, 20__


 


The description of the calculations set
forth in this Exhibit A are abbreviations for the applicable financial covenant calculations provided for in the Credit Agreement.
The provisions of the Credit Agreement control any inconsistencies between the calculations required pursuant to the Credit Agreement
and the calculations set forth in this Exhibit A. Borrower acknowledges that it is required to calculate all financial covenant
calculations in the manner provided for under the Credit Agreement and Borrower represents and warrants, on its behalf and on behalf
of Parent and its Subsidiaries, that the calculations set forth in this Exhibit A comply in all material respects with each of
the requirements provided for under the Credit Agreement.


 


	A.Section 6.18(a) of the Credit Agreement – Maximum Capital Expenditures[6]
	1. sum of Item A.1.a plus Item A.1.b (Capital Expenditures for the Loan Parties for the Fiscal Year (if any) ending on the Covenant Date)	$_______
	a.       all expenditures of the Loan Parties for tangible and other assets which are required, in accordance with GAAP, to be capitalized on the consolidated balance sheet of the Loan Parties.	$_______
	b.      the amount of all Capitalized Lease Obligations of Loan Parties, including all amounts paid or accrued by any Loan Party in connection with the purchase (whether on a cash or deferred payment basis) or lease (including Capitalized Lease Obligations) of any machinery, equipment, real property, improvements to real property (including leasehold improvements), or any other tangible or other asset of any Loan Party which is required, in accordance with GAAP, to be capitalized on the consolidated balance sheet of the Loan Parties.	$_______
	2.Maximum Capital Expenditures permitted pursuant to Section 6.18(a) of the Credit Agreement.[7]	$_______
	In Compliance? Y/N	 
	B.Section 6.18(b) of the Credit Agreement – Minimum EBITDA[8]
	1.the net income (or loss) of Loan Parties on a consolidated basis taken as a single accounting period determined in conformity with GAAP for the twelve month period ending on the Covenant Date.	$_______
	2.sum of Item B.2.a through Item B.2.e (for such period without duplication):	$_______



 


 


 


 


______________________








[6] Covenant
in Section 6.18(a) only tested when the Covenant Date constitutes the last day of a Fiscal Year.


[7]
If the Senior Leverage Ratio is greater than or equal to 2:00:1:00 (for the Fiscal Year (if any) ending on the Covenant Date),
the Maximum Capital Expenditures permitted are $1,000,000. If the Senior Leverage Ratio is less than 2:00:1:00 (for the Fiscal
Year (if any) ending on the Covenant Date), the Maximum Capital Expenditures permitted are as set forth in the Credit Agreement.


[8]
At all times that the Senior Leverage Ratio is less than 1.50:1.00, the Minimum EBITDA Covenant is not applicable.



 






    	 	Exhibit B-3	 



     

    

 


 


	a.       any equity interest of any Loan Party or any Subsidiary in the unremitted earnings of any Person that is not a Subsidiary.	$_______
	
        b.      the
        income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with any
        Loan Party or any Subsidiary of any Loan Party on the date that such Person’s assets are acquired by the Parent
        or any Subsidiary of any Loan Party.
	$_______
	c.       the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary.	$_______
	d.      any gains or losses attributable to write-ups of assets or losses attributable to write-downs of assets.	$_______
	e.       to the extent not included in clauses a. through d. above, any extraordinary gains or extraordinary losses.	$_______
	3.Item B.1 minus Item B.2 (Net Income).	$_______
	4.
sum of Items B.4.a through B.4.k (without duplication and solely to the extent deducted in the calculation of Net
Income during such period). 	$_______
	a.       Interest Expense.	$_______
	b.      taxes on income, whether paid, payable or accrued.	$_______
	c.       depreciation expense.	$_______
	d.      amortization expense.	$_______
	e.       all non-cash impairment charges with respect to goodwill or intangible assets.	$_______
	f.        all other non-cash, non-recurring or unusual losses, charges or expenses solely to the extent any such losses, charges or expenses do not relate to, or are not in respect of, any accounts receivable or inventory, in an amount not to exceed $500,000 in any Fiscal Year.	$_______
	g.      all other such losses, charges or expenses which have been approved in writing by Agent in its sole discretion for the purpose of an add back to EBITDA.	$_______
	h.      Transaction Costs[9].	$_______
	i.        third-party costs, fees and expenses incurred in connection with the Loan Documents (other than Transaction Costs) or the Revolving Loan Documents in an amount not to exceed $150,000[10] during any Fiscal Year.	$_______



 


 


 


_____________________





[9] Not to exceed
$1,100,000.


[10] $150,000
cap does not apply to costs, fees or expenses of Agent, any Lender or Revolving Lender (including any attorneys’ fees or
expenses of Agent, any Lender or Revolving Lender



 






    	 	Exhibit B-4	 



     

    

 


	j.        Management Fees (whether or not paid in cash) during such Fiscal Year.	$_______
	k.      losses and setup and store operating costs in an aggregate amount not to exceed $75,000 per retail location of the Loan Parties permitted to be established under Section 6.18(f) of the Credit Agreement during the first nine (9) months such retail location is in operation	$_______
	5.
Item B.3 plus B.4 (EBITDA)[11]	$_______
	6.
Minimum EBITDA permitted pursuant to Section 6.18(b) of the Credit Agreement for the twelve month period ending on the last
day of any Fiscal Quarter.	$10,320,000
	In Compliance? Y/N	$_______
	C.Section 6.18(c) of the Credit Agreement – Maximum Senior Leverage Ratio
	1.
sum of Item C.1.a and Item C.1.b minus Item C.1.c (Senior Debt[12] of the Parent and its Subsidiaries on a consolidated
basis).	$_______
	a.       the average daily outstanding principal balance of the Revolving Loans during the Fiscal Quarter most recently ended.	$_______
	b.      all other Indebtedness of the Loan Parties as of the last day of the Fiscal Quarter most recently ended, including the Obligations.	$_______
	c.       the principal balance of the Seller Subordinated Debt as of the last day of the Fiscal Quarter most recently ended.	$_______
	2.Item B.5 (EBITDA)	$_______
	3.
ratio of Item C.1 to Item C.2 for the twelve month period most recently ended. 	__ to 1.00
	4.
Maximum Senior Leverage Ratio permitted pursuant to Section 6.18(c) of the Credit Agreement for the twelve month period
ending on the Covenant Date.	__ to 1.00
	In Compliance? Y/N	 
	D.Section 6.18(d) of the Credit Agreement – Minimum Fixed Charge Coverage Ratio
	1. Item B.5 (EBITDA)	$_______
	2.Unfinanced Capital Expenditures for the twelve month period ending on the Covenant Date	$_______
	3.Item D.1 minus Item D.2	$_______
	4.sum of Item D.4.a through D.4.f (for the twelve month period ending on the Covenant Date for Loan Parties on a consolidated basis). [13]	$_______



 


 


 


 


_________________________





[11]
EBITDA shall be deemed to be, for the calendar month ending (i) April 30, 2017, $904,000, (ii) May 31, 2017, $1,021,000, (iii)
June 30, 2017, $1,480,000, (iv) July 31, 2017, $1,026,000, (v) August 31, 2017, $440,000, (vi) September 30, 2017, $944,000, (vii)
October 31, 2017, $170,000, (viii) November 30, 2017, $801,000, (ix) December 31, 2017, $2,727,000, (x) January 31, 2018, $438,000,
(xi) February 28, 2018, $1,467,000, and (xii) March 31, 2018, $1,436,000.


[12]
Senior Debt does not include any obligation of any Loan Party under any lease (including any lease of real property) that would
have constituted an operating lease had such lease been in existence on the Closing Date.


[13]
For purposes of determining Fixed Charges with respect to Items D.1.a and D.1.b for the Fiscal
Quarter ending (A) June 30, 2018, the amount of such items for the one-Fiscal Quarter period then ending shall be multiplied by
four, (B) September 30, 2018, the amount of such items for the two-Fiscal Quarter period then ending shall be multiplied by two,
and (C) December 31, 2018, the amount of such items for the three-Fiscal Quarter period then ending shall be multiplied by four-thirds.



 






    	 	Exhibit B-5	 



     

    

 


	a.       all principal payments scheduled or required to be made during or with respect to such period in respect of Indebtedness of the Loan Parties (excluding payment of Revolving Loans except to the extent the related revolving commitments are permanently reduced in connection with such payments).	$_______
	b.      all Interest Expense of the Loan Parties for such period paid or required to be paid in cash during such period.	$_______
	c.       all taxes of the Loan Parties paid or required to be paid for such period.	$_______
	d.      all distributions, dividends, redemptions and other cash payments made or required to be made during such period with respect to the Capital Stock of any Loan Party.	$_______
	e.       all Management Fees paid or required to be paid during such period.	$_______
	f.        [the value of the inventory of the Loan Parties on a consolidated basis as of the Closing Date][14] [the positive difference, if any, of (i) the value of inventory of the Loan Parties on a consolidated basis as of such date minus (ii) the value of inventory of the loan Parties on a consolidated basis one (1) year prior to such date][15].	$_______
	5.ratio of Item D.3 to Item D.4	____ to 1.00
	6.Minimum Fixed Charge Coverage Ratio permitted pursuant to Section 6.18(d) of the Credit Agreement for the Fiscal Quarter ending on the Covenant Date.	____ to 1.00
	In Compliance? Y/N	 
	E.Section 6.18(e) of the Credit Agreement – Maximum Same Store Sales Decline[16]
	1.the aggregate amount of sales (excluding bulk sales of inventory) for all Mature Retail Locations for the twelve (12) month period ending on the Covenant Date.	$_______
	2.the aggregate amount of sales (excluding bulk sales of inventory) for all Mature Retail Locations[17] for the twelve (12) month period ending such date of the immediately preceding calendar year.	$_______
	3.Item E.1 divided by Item E.2.	_______%
	4.Item E.3 minus 1.	_______%
	5.Maximum Same Store Sales Percentage permitted pursuant to Section 6.18(e) of the Credit Agreement as of the last day of any Fiscal Quarter.	-5.50%
	In Compliance? Y/N	 
	F.Section 6.18(f) of the Credit Agreement – Maximum New Store Openings
	1.the number of new retail locations of the Loan Parties in the twelve (12) month period ending on the Covenant Date.[18]	 
	In Compliance? Y/N	 


 


 


 


 


 


 


 


 


 


_________________________





[14] For Fiscal
Quarters ending June 30, 2018, September 30, 2018, December 31, 2018 and March 31, 2019.


[15] For Fiscal
Quarters ending after March 31, 2019.


[16]
At all times that the Senior Leverage Ratio is less than 1.50:1.00, the Maximum Same Store Sales Decline Covenant is not applicable.


[17]
Only applicable to any retail location of a Loan Party, as of any date of determination, established and in operation continuously
for a period of eighteen (18) months or more as of such date. At all times that the Senior Leverage Ratio is less than 1.50:1.00,
the Minimum EBITDA Covenant is not applicable.





[18]
At all times the Senior Leverage Ratio is greater than or equal to 2:00:1:00, establish more than three (3) new retail locations
of the Loan Parties in any consecutive twelve (12) month period. At all times the Senior Leverage Ratio is less than 2:00:1:00,
establish more than four (4) new retail locations of the Loan Parties in any consecutive twelve (12) month period.




 


 






    	 	Exhibit B-6	 



     

    

 


EXHIBIT C


 


Form of Assignment and Acceptance


 


This Assignment Agreement
(this “Assignment Agreement”) is entered into as of __________ by and between the Assignor named on the signature
page hereto (“Assignor”) and the Assignee named on the signature page hereto (“Assignee”).
Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 7, 2018 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement), by and among Vintage
Stock, Inc., a Missouri corporation (the “Borrower”), the lenders from time to time party thereto, as
lenders, COMVEST CAPITAL IV, L.P., a Delaware limited partnership as agent for the Lenders (the “Agent”), and
acknowledged and agreed to by VINTAGE STOCK AFFILIATED HOLDINGS LLC, a Nevada limited liability company and sole equity holder
of the Borrower (the “Parent”).


 


Assignor and Assignee agree as follows:


 


1.       Assignor
hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor the interests set forth on the schedule
attached hereto, in and to Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents as of
the Effective Date (as defined below). Such purchase and sale is made without recourse, representation or warranty except as expressly
set forth herein.


 


2.       Assignor:
(i) represents that as of the Effective Date, it is the legal and beneficial owner of the interests assigned hereunder free
and clear of any adverse claim; (ii) makes no other representation or warranty and assumes no responsibility with respect
to any statement, warranties or representations made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any Loan Documents or any other instrument
or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect
to the financial condition of any Loan Party or any other Person or the performance or observance by any Loan Party of its Obligations
under the Credit Agreement or the Loan Documents or any other instrument or document furnished pursuant thereto.


 


3.       Assignee:
(i) represents and warrants that it is legally authorized to enter into this Assignment Agreement and that it complies with
requirements to be a Lender under the Credit Agreement; (ii) confirms that it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant thereto and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (iii) agrees
that it will, independently and without reliance upon Agent, Assignor or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iv) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under
the Credit Agreement as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender; (vi) represents that on the date of this Assignment Agreement it is not presently
aware of any facts that would cause it to make a claim under the Credit Agreement; (vii) agrees to provide documentation and
other information required by the Agent in the form prescribed by the United States Internal Revenue Service certifying as to such
Lender’s entitlement to exemption from withholding or deduction of taxes; (viii) agrees that it will not at any time fail
to comply with the requirements to be a Lender under the Credit Agreement; and (ix) represents and warrants that it is not, and
agrees that will not at any time become, a Competitor.


 


 


 






    	 	Exhibit C-1	 



     

    

 


4.       The
effective date for this Assignment Agreement shall be as set forth on the schedule attached hereto (the “Effective Date”).
Following the execution of this Assignment Agreement, it will be delivered to Agent for acceptance and recording by Agent pursuant
to the Credit Agreement.


 


5.       Upon
such acceptance and recording, from and after the Effective Date, (i) Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment Agreement, have the rights and obligations of a Lender thereunder and (ii) Assignor
shall, to the extent provided in this Assignment Agreement, relinquish its rights (other than indemnification rights) and be released
from its obligations under the Credit Agreement.


 


6.       Upon
such acceptance and recording, from and after the Effective Date, Agent shall make all payments in respect of the interest assigned
hereby (including payments of principal, interest, fees and other amounts) to Assignee. Assignor and Assignee shall make all appropriate
adjustments in payments for periods prior to the Effective Date with respect to the making of this assignment directly between
themselves.


 


7.       THIS
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATION LAW). FURTHER, THE LAW OF THE STATE OF NEW YORK SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR CONNECTED
TO OR WITH THIS NOTE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION
LAW).


 


8.       This
Assignment Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts
and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same Assignment Agreement. Receipt by telecopy or email transmission of any executed signature page to this Assignment Agreement
shall constitute effective delivery of such signature page.


 


 


[the remainder of this page is intentionally
blank]


 


 


 


 


 


 






    	 	Exhibit C-2	 



     

    

 


The parties hereto
have caused this Assignment Agreement to be executed and delivered as of the date first written above.


 


	 	ASSIGNOR:

___________________________





By:_______________________________________

Title:_____________________________________
	 	 
	 	 


	 	ASSIGNEE:

___________________________





By:_______________________________________

Title:_____________________________________
	 	 
	 	 
	 	 
	 	 


	 	Consented to:



COMVEST CAPITAL IV, L.P.,

as Agent





By:_______________________________________

Title:_____________________________________


 


 


 


 


 


 






    	 	Exhibit C-3	 



     

    

 


Schedule to Assignment Agreement


 


Assignor:____________________


 


Assignee:____________________


 


Effective Date:____________________


 


Amended and Restated Credit Agreement
dated as of June 7, 2018 by and among Vintage Stock, Inc., a Missouri corporation
(the “Borrower”), the lenders from time to time party thereto, as lenders, COMVEST CAPITAL IV, L.P., a Delaware
limited partnership as agent for the Lenders (the “Agent”), and acknowledged and agreed to by VINTAGE STOCK
AFFILIATED HOLDINGS LLC, a Nevada limited liability company and sole equity holder of the Borrower (the “Parent”).


 


Interests Assigned:


 


	 	Term Loan
	Assignor Amount (pre-assignment)	$
	Amount Assigned	$
	Assignee Amount

(post-assignment; not including any amount of the Term Loan and/or Commitment already held by the Assignee)	

$


 


 


 


Assignee Information:


 


	Address for Notices:

___________________________

___________________________

Attention:_______________

Telephone:_______________

Telecopy:_______________	Address for Payments:



Bank:_____________________

ABA #:_____________________

Account #:_____________________

Reference:_____________________


 


 


 


 






    	 	Exhibit C-4	 



     

    

 


 


EXHIBIT D


 


Form of Borrowing Notice


 


Reference is made to
that certain Amended and Restated Credit Agreement, dated as of June 7, 2018 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement), by and among Vintage Stock,
Inc., a Missouri corporation (the “Borrower”), the lenders from time to time party thereto, as lenders,
COMVEST CAPITAL IV, L.P., a Delaware limited partnership as agent for the Lenders (the “Agent”), and acknowledged
and agreed to by VINTAGE STOCK AFFILIATED HOLDINGS LLC, a Nevada limited liability company and sole equity holder of the Borrower
(the “Parent”).


 


1.                 
Pursuant to Section 2.01(a) of the Credit Agreement and in accordance with the applicable terms and conditions of the Credit
Agreement, the Borrower requests that the Lenders make a Term Loan to the Borrower in the amount of $[______] on [mm/dd/yy]
(the “Borrowing Date”), such Term Loan to bear interest at the LIBOR Rate plus the Applicable Margin. The Borrower
hereby authorizes and directs Agent to disburse the proceeds of the Term Loan, as set forth on and pursuant to Exhibit A
attached hereto.


 


2.                 
The Borrower hereby certifies that:


 


		a.	the representations and warranties set forth in Article III of the Credit Agreement and in the
other Loan Documents are true and correct on and as of the Closing Date both before and after giving effect to the transactions
contemplated in the Credit Agreement (including the funding of the Term Loan);



 


		b.	no Default or Event of Default has occurred and is continuing or would result from the making of
the Term Loan requested hereby or the consummation of the transactions contemplated hereby; and



 


		c.	no Material Adverse Effect has occurred and is continuing or would result from the making of the
Term Loan requested hereby.



 


3.                 
After giving pro forma effect to the making of the Term Loan and the consummation of the transactions contemplated hereby,
the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.18 of the Credit Agreement recomputed
for the most recently ended month for which information is available using the financial covenant levels for the applicable testing
date set forth in Section 6.18 of the Credit Agreement.


 


4.                 
After giving pro forma effect to the making of the Term Loan and the consummation of the transactions contemplated hereby,
the Senior Leverage Ratio for the twelve (12) month period ending March 31, 2018 is not greater than 2.66:1.00.


 


5.                 
The Loan Parties have made available to Agent a fully executed or conformed copy of each Revolving Loan Document. Each Revolving
Loan Document is in full force and effect and includes such amendments and modifications requested to permit the Term Loan, the
Liens securing the Term Loan, this Agreement and the other Loan Documents.


 


6.                 
Agent has received evidence that Parent has received an equity contribution (in the form of cash common equity or preferred
stock on terms and conditions reasonably satisfactory to Agent) in an amount not less than $[__________] (the “Sponsor
Equity Contribution”). Parent has made an equity contribution to the Borrower in an amount equal to the Sponsor Equity
Contribution.


 


 


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left blank]


 


 






    	 	Exhibit D-1	 



     

    

 


IN WITNESS WHEREOF,
Borrower has caused this Borrowing Notice to be executed and delivered by its duly authorized representative as of the date set
forth below.


 


 


	 	VINTAGE STOCK, INC.
	 	 
	 	By: __________________________
	 	Name: ________________________
	 	Title: _________________________






 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit D-2	 



     

    

 


Exhibit A to Borrowing Notice


 


Disbursements and Wiring Instructions


 


[see attached.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit D-3	 



     


    

 


 





SCHEDULE C-1


 


COMMITMENTS AND PRO RATA SHARES


 


	Lender	Term Loan

 Commitment	Pro Rata Share
	Comvest Capital IV, L.P.	$21,163,200	88.18%
	Comvest Capital IV (Luxembourg) Master Fund, SCSp	$2,836,800	11.82%
	TOTALS	$24,000,000	100%


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	C-1