Exhibit 10.18


 


PURCHASE AND SALE AGREEMENT


 


THIS AGREEMENT made this 20th
day of December, 2018, by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States
with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), and QUALITY GOLD, INC., an Ohio
corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”) and MTM, INC.,
a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM”) (Quality
Gold and MTM are hereinafter sometimes collectively referred to herein as the “Sellers” and, singly, as a “Seller”).


 


W I T N E S S E T H T H A T:


 


WHEREAS, the Sellers wish
to sell gold, silver, platinum and palladium (“Precious Metal”) to HSBC; and HSBC wishes to purchase said Precious
Metal from the Sellers; and


 


NOW, THEREFORE, for value
received, in consideration of the premises and of the mutual promises hereinafter contained, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties do hereby agree as follows:


 


1.             Purchase
and Sale. The Sellers hereby agree to sell to HSBC and HSBC hereby agrees to purchase from Sellers, on the terms and conditions
hereinafter contained, the following (all of the property described in this Section 1 is hereinafter collectively referred to as the
 “Precious Metal Inventory”):


 


	45,041.131	fine troy ounces of gold
	86,224.776	fine troy ounces of silver
	0	fine troy ounces of platinum
	0	fine troy ounces of palladium




 


For the purposes of Section 1, the term “troy
ounces” shall mean the fine troy ounce content contained in Sellers' inventory determined at a degree of fineness of not less than
99.5%, in the case of gold, platinum and palladium, and 99.90%, in the case of silver


 


2.             Purchase
Price. In consideration of the transfer of the Precious Metal Inventory by Sellers to HSBC and in accordance with the instructions
of the Sellers, HSBC shall deliver 45,041.131 fine troy ounces of gold, 86,224.776 fine troy ounces of silver, 0 fine troy ounces of
platinum, and 0 fine troy ounces of palladium to The Bank of Nova Scotia (the “Purchase Consideration”). Nothing in
this Section 2 or elsewhere in this Agreement shall affect the passage to HSBC of title to the Precious Metal Inventory, which title
the parties intend, and shall be deemed, to pass on the date of the Bill of Sale hereinafter described.


 


3.             Conditions
Precedent to Sale. The obligation of HSBC to purchase the Precious Metal Inventory is subject to the following conditions precedent:


 


		(a)	Sellers shall have executed and delivered to HSBC a Bill of Sale (the “Bill of Sale”)
covering and describing the Precious Metal Inventory in a form acceptable to HSBC.



 






    


     


    

 


		(b)	The representations and warranties of Sellers set forth in Section 4 hereof and in the Bill of Sale shall
be true and correct on and as of the date hereof and the date of sale of the Precious Metal Inventory to HSBC.



 


4.             Representations
and Warranties. Sellers hereby represent and warrant to HSBC that:


 


		(a)	The Sellers are each duly organized, validly existing and in good standing under the laws of its state
of organization and each Seller has the corporate power to execute and deliver and perform its obligations under this Agreement and the
Bill of Sale. A



 


		(b)	The execution and delivery and performance by Sellers of their obligations under this Agreement and the
Bill of Sale have been duly authorized by all requisite corporate action.



 


		(c)	Sellers are the lawful owner of, and have absolute title to, the Precious Metal Inventory free and clear
of all claims, liens, security interests, encumbrances and all other defects of title or of any kind whatsoever except in favor of The
Bank of Nova Scotia.



 


		(d)	Sellers have the right, power and authority to sell the Precious Metal Inventory and have not made or
contracted to make any prior sale, assignment or transfer of any item of Precious Metal Inventory to any person, firm or corporation.



 


5.             Consignment of the Precious Metal Inventory. The parties hereto intend that, contemporaneously with the execution and delivery
of the Bill of Sale, HSBC shall consign the Precious Metal to the Sellers AS IS AND WHERE IS pursuant to the terms of a certain Consignment
Agreement dated as of the date hereof between the Sellers and HSBC.


 


6.             Governing
Law. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York.


 


*The next page is a signature page*


 






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IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed by their duly authorized officers as of the date first above written.


 


	WITNESS:	 	QUALITY GOLD, INC.
	 	 	 
	/s/ Dennis Horn	 	By:	/s/ Michael Langhammer
	 	 	Title:	CEO
	 	 	 
	 	 	MTM, INC.
	 	 	 
	/s/ Dennis Horn	 	By:	/s/ Michael Langhammer
	 	 	Title:	Vice President
	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 	 
	 	 	By:	/s/ A. Marinaro
	 	 	Title:	 V.P.




 


[Signature page to Purchase and Sale Agreement]