Exhibit
10.38


 


JOINDER
AND AMENDMENT NO. 4 TO LOAN DOCUMENTS


 


Quality
Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”),
Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC,
a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”,
and each individually, a “Borrower”), L & L Group Holdings, LLC, an Ohio limited liability company
(“New Guarantor”) and PNC Bank, National Association (“Lender”) agree as follows
effective as of October 19, 2021 (the “Effective Date”):


 


		1.	Recitals.



 


		1.1	As
                                         of December 20, 2018, Borrowers and Lender entered into a Revolving Credit, Term Loan
                                         and Security Agreement (as amended, extended, modified, or restated, the “Credit
                                         Agreement”) pursuant to which Borrowers executed and delivered to Lender certain
                                         Other Documents. Capitalized terms used herein and not otherwise defined will have the
                                         meanings given such terms in the Credit Agreement, as amended. The Credit Agreement,
                                         the Other Documents, and all related loan and/or security documents related thereto are
                                         referred to herein as the “Loan Documents”.



 


		1.2	The
                                         Loan Documents were amended by Amendment No. 1 to Loan Documents dated as of October
                                         1, 2019, by Amendment No. 2 to Loan Documents dated as of September 29, 2020, and by
                                         Amendment No. 3 to Loan Documents dated as of February 24, 2021.



 


		1.3	New
                                         Guarantor is an Affiliate of QGI and is hereby joining the Guaranty and Guarantor Security
                                         Agreement. In addition, Borrowers have requested that Lender amend certain other terms
                                         of the Loan Documents and waive certain Events of Default under the Loan Documents by
                                         this Joinder and Amendment No. 4 to Loan Documents (this “Amendment”).
                                         Accordingly, the Loan Documents are further amended as set forth in this Amendment.



 


	2.	Amendments.



 


		2.1	The
                                         LIBOR Replacement Rider attached to this Amendment as Exhibit A amends and restates
                                         the LIBOR Replacement Rider to the Credit Agreement.



 


		2.2	The
                                         LIBOR Replacement Addendum attached to this Amendment as Exhibit B amends and
                                         restates LIBOR Replacement Addendum to the Working Cash Rider.



 


		2.3	The
                                         Schedules to the Credit Agreement are hereby amended and restated by the corresponding
                                         Schedules attached hereto. To the extent that the Credit Agreement states that the matters
                                         set forth on such Schedules were in existence “as of the date of the Agreement”,
                                         “as of the Closing Date”, or words of similar effect, such temporal references
                                         shall now mean and refer to the Effective Date of this Amendment.



 


		2.4	Section
                                         1.2 of the Credit Agreement is hereby amended to add the following definitions in alphabetical
                                         order:



 


“Amendment
No. 4” means Amendment No. 4 to Loan Documents between Borrowers and Lender effective as of the Amendment No. 4 Effective
Date.


 


“Amendment
No. 4 Effective Date” shall mean October 19, 2021.





    1 


     


    






“Langhammer
Notes” means collectively, (a) the Promissory Note by QGI dated as of July 1, 2021 with respect to a loan in the principal
amount of $3,487,381 by Jason Langhammer to QGI, and (b) the Promissory Note by QGI dated as of July 1, 2021 with respect to a
loan in the principal amount of $3,487,381 by Michael Langhammer to QGI.


 


“Mandel
Notes” means collectively, (a) the Promissory Note and Guarantee by MTM and QGI dated as of July 1, 2021 with respect
to a loan in the principal amount of $3,267,293 by Larry Mandel to MTM, and (b) the Promissory Note by QGI dated as of July 1,
2021 with respect to a loan in the principal amount of $6,974,762 by Larry Mandel to QGI.


 


		2.5	Clause
                                         (e) of the definition of Debt Payments in Section 1.2 of the Credit Agreement is hereby
                                         amended and restated by the following:



 


“(e)
payments with respect to any other Indebtedness for borrowed money, other than (i) principal payments with respect to the HSBC
Facility, the BMO Facility, and Revolving Advances, and (ii) prepayments of principal with respect to the Mandel Notes and the
Langhammer Notes.”


 


		2.6	The
                                         definition of Guarantor set forth in Section 1.2 of the Credit Agreement is hereby amended
                                         and restated by the following:



 


“Guarantor”
shall mean Gold/Gold/Gold, Inc., QGM, LLC, QG Refining, LLC, J&M Group Holdings, Inc., L & L Group Holdings, LLC and any
other Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and “Guarantors”
means collectively all such Persons.


 


		2.7	The
                                         definition of Revolving Note Maturity Date set forth in Section 1.2 of the Credit Agreement
                                         is hereby amended and restated by the following:



 


“Revolving
Note Maturity Date” shall mean September 30, 2022.”


 


		2.8	The
                                         definition of Term Loan Block set forth in Section 1.2 of the Credit Agreement is hereby
                                         amended and restated by the following:



 


“Term
Loan Block” means an amount equal to $0.00.


 


		2.9	The
                                         definition of Term Note Maturity Date set forth in Section 1.2 of the Credit Agreement
                                         is hereby amended and restated by the following:



 


“Term
Note Maturity Date” shall mean, with respect to Term Note A, October 1, 2025.


 


		2.10	Section
                                         2.3(a) of the Credit Agreement is hereby amended and restated by the following:



 


“(a)       
Term Loan A. Subject to the terms and conditions of this Agreement, on the Closing Date, Lender extended a term loan to
Borrowers in an amount equal to $8,000,000 (“Term Loan A”). On the effective date of Amendment No. 2, Lender
extended an additional advance under Term Loan A in an amount such that the outstanding principal balance of Term Loan A on the
effective date of Amendment No. 2 was $12,500,000. The outstanding principal amount of Term Loan A has been partially amortized.
Subject to the terms and conditions of this Agreement, on the Amendment No. 4 Effective Date, Lender shall extend an additional
advance under Term Loan A in an amount such that the outstanding principal balance of Term Loan A on the Amendment No. 4 Effective
Date shall be $22,000,000. Term Loan A shall thereafter be, with respect to principal, payable in equal installments of $458,333.33
on the first day of each month, followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid
fees and expenses on the applicable Term Note Maturity Date, subject to acceleration upon the occurrence of an Event of Default
under this Agreement or termination of this Agreement. Interest on Term Loan A shall accrue and be payable in accordance with
Section 3.1. Term Loan A shall continue to be evidenced by Term Note A, as amended (as further amended, restated or extended,
 “Term Note A”). Term Loan A is advanced as a LIBOR Rate Loan; and in the event that Borrowers desire to convert
Term Loan A to or from a Domestic Rate Loan, Borrowing Representative shall comply with the notification requirements set forth
in Section 2.2(c) and the provisions of Sections 2.2(b), (d) and (e) shall apply.”



     


     


    










		2.11	Section
                                         7.17 of the Credit Agreement is hereby amended and restated by the following:



 


“7.17.
Prepayment and Modification of Other Indebtedness. Except as permitted pursuant to Section 7.18 hereof, (a) at any time,
directly or indirectly, prepay any Indebtedness (other than to Lender), or repurchase, redeem, retire or otherwise acquire any
Indebtedness of any Borrower or Guarantor or their respective Subsidiaries; provided, however, Borrower may make prepayments
of the Mandel Notes and the Langhammer Notes if no Default or Event of Default has occurred and is continuing or would result
therefrom, or (b) amend or otherwise modify the Mandel Notes or the Langhammer Notes.”


 


		2.12	The
                                         first (1st) sentence of Section 13.1 of the Credit Agreement is hereby amended
                                         and restated by the following



 


“This
Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each
Borrower, and Lender, shall become effective on the date hereof and shall continue in full force and effect until October 1, 2025
(the “Term”) unless sooner terminated as herein provided.”


 


		2.13	The
                                         principal amount set forth in the third paragraph of Term Note A is hereby amended from
                                         TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000) to TWENTY-TWO MILLION DOLLARS
                                         ($22,000,000). The reference to the $12,500,000 principal amount of Term Note A on the
                                         top of the first page thereof is hereby amended from $12,500,000 to $22,000,000.



 


	3.	Waiver.
                                         Lender hereby waives its rights and powers under the Loan Documents with respect to the
                                         Events of Default that have occurred under (a) Section 10.5 of the Credit Agreement as
                                         a result of the transfer of the Equity Interests in MTM to QGI, the incurrence of the
                                         Mandel Notes and Langhammer Notes by MTM and QGI, as applicable, and the dissolution
                                         of J&M Italy, and (b) Section 10.10(a) of the Credit Agreement as a result of the
                                         violation of the Gold Consignment Limit (as defined in the BMO Facility Agreement) in
                                         July of 2021. This waiver of rights and powers shall not affect any other Default or
                                         Event of Default of the same or different nature arising at any time. This waiver will
                                         not constitute a modification or an alteration of the terms, conditions or covenants
                                         of the Credit Agreement or the other Loan Documents. This waiver will not relieve or
                                         release Borrowers in any way from their duties, obligations, covenants or agreements
                                         under the Credit Agreement or the other Loan Documents or from the consequences of any
                                         Default or Event of Default thereunder, except as expressly described above. This waiver
                                         will not obligate Lender, or be construed to require Lender, to waive any other Default
                                         or Events of Default, whether now existing or which may occur after the Effective Date.
                                         No course of dealing is established hereby.










     


     


    






	4.	Joinder.



 


		4.1	All
                                         references in the Loan Documents to a “Guarantor”, “Obligor”,
                                         “Indemnitor” or similar terms will include New Guarantor and New Guarantor
                                         is hereby made a party to each of the Guaranty and the Guarantor Security Agreement as
                                         if they initially executed each of the Guaranty and the Guarantor Security Agreement.



 


		4.2	New
                                         Guarantor agrees that it is a “Guarantor” and bound by the terms of the Loan
                                         Documents, jointly and severally, with each of the other Borrowers and Guarantors. New
                                         Guarantor hereby specifically guaranties the Obligations and assumes the duties and obligations
                                         of a Guarantor under the Loan Documents.



 


		4.3	New
                                         Guarantor hereby grants to Lender, a security interest in its Collateral, as such term
                                         is defined in the Guarantor Security Agreement, to secure the Obligations as such term
                                         is defined in the Guarantor Security Agreement. New Guarantor acknowledges that Lender
                                         is authorized to file UCC-1 Financing Statement naming it as debtor and describing the
                                         collateral as all of its assets.



 


		4.4	New
                                         Guarantor represents and warrants to Lender that the representations and warranties set
                                         forth in the Loan Documents applicable to a Guarantor are true and correct in all material
                                         respects as of the date hereof with respect to New Guarantor.



 


		4.5	The
                                         address for notices to New Guarantor under the Guaranty shall be the notice address of
                                         the Guarantors set forth in the Guaranty.



 


	5.	Representations,
                                         Warranties and Covenants. To induce Lender to enter into this Amendment, each
                                         Borrower and New Guarantor, as applicable, represents, warrants, and covenants as follows:



 


		5.1	Representations
                                         and Warranties. The representations and warranties of Borrowers and Guarantors contained
                                         in the Loan Documents are deemed to have been made again on and as of the Effective Date,
                                         except to the extent that such representations and warranties were expressly limited
                                         to an earlier date.



 


		5.2	No
                                         Defaults. After giving effect to this Amendment, no Event of Default or Default exists
                                         on the Effective Date.



 


		5.3	No
                                         Claims. Each Borrower and New Guarantor represents and warrants that it has no claims,
                                         counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind
                                         or nature whatsoever whether at law or in equity, in contract or in tort, existing as
                                         of the Effective Date (collectively, “Claims”) against Lender, its
                                         direct or indirect parent corporations or any direct or indirect Affiliates of such parent
                                         corporations, or any of the foregoing’s respective directors, officers, employees, agents,
                                         attorneys and legal representatives, or the heirs, administrators, successors or assigns
                                         of any of them (collectively, “Lender Parties”) that directly or indirectly
                                         arise out of, are based upon or are in any manner connected with any Prior Related Event.
                                         As an inducement to Lender to enter into this Amendment, each Borrower and New Guarantor
                                         on behalf of itself, and all of its respective successors and assigns hereby knowingly
                                         and voluntarily releases and discharges all Lender Parties from any and all Claims, whether
                                         known or unknown in existence as of the Effective Date, that directly or indirectly arise
                                         out of, are based upon or are in any manner connected with any Prior Related Event. As
                                         used herein, the term “Prior Related Event” means any transaction,
                                         event, circumstance, action, failure to act, occurrence of any sort or type, whether
                                         known or unknown, which occurred, existed, was taken, permitted or begun at any time
                                         prior to the Effective Date or occurred, existed, was taken, was permitted or begun in
                                         accordance with, pursuant to or by virtue of any of the terms of the Loan Documents or
                                         any documents executed in connection with the Loan Documents or which was related to
                                         or connected in any manner, directly or indirectly to the extension of credit represented
                                         by the Loan Documents or the relationship of Borrowers and New Guarantor with Lender.






     


     


    








		5.4	Authorization.
                                         The Person executing this Amendment for each Borrower and New Guarantor is a duly elected
                                         officer or member of each Borrower and New Guarantor or its respective sole member and
                                         is duly authorized by the board of directors or other governing authority of such Borrower
                                         or New Guarantor to execute and deliver this Amendment on behalf of it. Each Borrower
                                         and New Guarantor has the full right, power and authority to enter into this Amendment
                                         and the related documents and to perform its respective obligations hereunder.



 


		5.5	No
                                         Misrepresentations. No information or material submitted to Lender in connection
                                         with this Amendment contains any material misstatement or misrepresentation nor omits
                                         to state any material fact or circumstance.



 


		5.6	No
                                         Conflicts. The execution and delivery of this Amendment and the related documents,
                                         and the performance by each Borrower and New Guarantor of its respective obligations
                                         do not and will not conflict with any provision of law or the Organizational Documents
                                         of Borrowers or New Guarantor or of any agreement binding upon Borrowers or New Guarantor.



 


		5.7	Enforceability.
                                         This Amendment and each of the related documents is a valid and binding obligation of
                                         Borrowers and New Guarantor, enforceable against each in accordance with its terms.



 


		5.8	Ratification.
                                         Except as expressly modified herein, the Loan Documents, as amended, are and remain in
                                         full force and effect. The Loan Documents are hereby ratified and confirmed as the continuing
                                         obligation of Borrowers. Each Borrower hereby reaffirms and re-grants to Lender a security
                                         interest in and lien upon all of the Collateral.



 


		5.9	Intercreditor
                                         Agreement. The Intercreditor Agreement is and remains in full force and effect, as
                                         amended and restated as of the Effective Date. No consent to this Amendment by HSBC or
                                         BMO is required under the Intercreditor Agreement.



 


		5.10	Fees
                                         and Expenses. Borrowers will pay to Lender all reasonable attorneys’ fees and
                                         expenses of Lender incurred in connection with this Amendment, and all related documentation.
                                         Such fees and expenses may be charged by Lender to Borrowers as a Revolving Advance or
                                         to any account of a Borrower with Lender.



 


		5.11	Original
                                         Documents. Borrowers and New Guarantor will deliver or cause to be delivered to Lender
                                         a fully executed original of this Amendment, the Ratification hereto, and a Loan Fee
                                         and Disbursement Authorization, within ten (10) days after the Effective Date.



 


		5.12	Consignment
                                         Facility Agreements. None of BMO Facility Agreements or the HSBC Facility Agreements
                                         has been amended or supplemented, nor have any of the provisions thereof been waived,
                                         except pursuant to a written agreement or instrument which has heretofore been delivered
                                         to Lender.






     


     


    






		5.13	MTM
                                         Stock Purchase Agreement. The acquisition of 100% of the Equity Interests in MTM
                                         by QGI has closed in accordance with the terms of the Stock Purchase and Sale Agreement
                                         among QGI, Larry Mandel and the Original Owners dated as of June 30, 2021.



 


	6.	Conditions
                                         Precedent. The closing and effectiveness of this Amendment is subject to the
                                         following conditions precedent:



 


		6.1	Amendment.
                                         Lender shall have executed this Amendment and the Borrowers shall have delivered, and
                                         shall have caused Guarantors to deliver, to Lender a fully executed copy of this Amendment
                                         and the Ratification attached hereto as Exhibit A.



 


		6.2	Disbursement
                                         Authorization. The Borrowers shall have executed and delivered electronically to
                                         Lender a fully executed copy of a Loan Fee and Disbursement Authorization.



 


		6.3	Incumbency
                                         Certificates. Lender shall have received a certificate of an officer or manager of
                                         each Borrower and each Guarantor (other than New Guarantor) certifying to the incumbency
                                         of the Person executing this Amendment on behalf of each such Borrower and Guarantor.



 


		6.4	Resolutions.
                                         Lender shall have received the following in form and substance acceptable to Lender:
                                         (a) a certificate of New Guarantor, dated the Effective Date and executed by its Secretary
                                         which shall (i) certify the resolutions of its members authorizing the execution, delivery
                                         and performance of this Amendment, (ii) identify by name and title and bear the signatures
                                         of the officer or manager of New Guarantor authorized to sign this Amendment, and (iii)
                                         contain appropriate attachments, including the Organizational Documents of New Guarantor,
                                         and (b) a good standing certificate for New Guarantor issued from its jurisdiction of
                                         organization within thirty (30) days prior to the Effective Date.



 


		6.5	HSBC
                                         and BMO. HSBC and BMO will have each executed and delivered to the Borrowers and
                                         Lender its respective consent or default wavier with respect to the transfer of the Equity
                                         Interests in MTM to QGI, the incurrence of the Mandel Notes and Langhammer Notes by MTM
                                         and QGI, as applicable, the dissolution of J&M Italy, and the incorrect borrowing
                                         base report provided to BMO prior to the Effective Date, each on substantially the same
                                         terms as set forth herein.



 


		6.6	Lien
                                         Filing. Lender will have obtained satisfactory Lien searches and obtained a first-priority, perfected Lien upon the assets of New Guarantor.



 


		6.7	Closing
                                         Checklist. Borrowers and Guarantors will have delivered to Lender (and executed,
                                         as applicable) each of the other items listed on the Closing Memorandum prepared by Lender
                                         in connection with the closing of this Amendment.



 


		6.8	Representations
                                         and Warranties. The representations and warranties of Borrowers and New Guarantor
                                         herein will be true.



 


		6.9	Other.
                                         All corporate and other proceedings, and all documents, instruments and other legal matters
                                         in connection with this Amendment all the related documentation shall be satisfactory
                                         in form and substance to Lender and its counsel.






     


     


    






	7.	General.



 


		7.1	This
                                         Amendment is an “Other Document” as defined in the Credit Agreement.



 


		7.2	Except
                                         as set forth in Section 3, nothing contained herein will be construed as waiving any
                                         Default or Event of Default under the Loan Documents or will affect or impair any right,
                                         power or remedy of Lender under or with respect to the Loan Documents, as amended, or
                                         any agreement or instrument guaranteeing, securing or otherwise relating to any of the
                                         Advances.



 


		7.3	All
                                         representations and warranties made by Borrowers and New Guarantor herein will survive
                                         the execution and delivery of this Amendment.



 


		7.4	This
                                         Amendment will be binding upon and inure to the benefit of Borrowers, New Guarantor,
                                         and Lender and their respective successors and assigns.



 


		7.5	This
                                         Amendment will in all respects be governed and construed in accordance with the laws
                                         of the State of Ohio.



 


		7.6	A
                                         copy of this Amendment may be attached to the Notes as an allonge.



 


		7.7	This
                                         Amendment and the documents and instruments to be executed hereunder constitute the entire
                                         agreement among the parties with respect to the subject matter hereof and shall not be
                                         amended, modified or terminated except by a writing signed by the party to be charged
                                         therewith.



 


		7.8	Each
                                         Borrower and New Guarantor agrees to execute such other instruments and documents and
                                         provide Lender with such further assurances as Lender may reasonably request to more
                                         fully carry out the intent of this Amendment.



 


		7.9	This
                                         Amendment may be executed in a number of identical counterparts. If so, each such counterpart
                                         shall collectively constitute one agreement. Notwithstanding any other provision herein
                                         or in the other Loan Documents, each Borrower and New Guarantor agrees that this Amendment,
                                         the Loan Documents, any other amendments thereto and any other information, notice, signature
                                         card, agreement or authorization related thereto (each, a “Communication”)
                                         may, at Lender’s option, be in the form of an electronic record. Any Communication
                                         may, at Lender’s option, be signed or executed using electronic signatures. For
                                         the avoidance of doubt, the authorization under this Section may include, without limitation,
                                         use or acceptance by Lender of a manually signed paper Communication which has been converted
                                         into electronic form (such as scanned into PDF format) for transmission, delivery and/or
                                         retention. Borrowers and Lender acknowledge and agree that the methods for delivering
                                         Communications, including notices, under the Loan Documents include electronic transmittal
                                         to any electronic address provided by either party to the other party from time to time.
                                         Without limiting the generality of the foregoing, any signature delivered by a party
                                         hereto by electronic means shall be deemed to be an original signature hereto.



 


		7.10	No
                                         provision of this Amendment is intended or shall be construed to be for the benefit of
                                         any third party.






     


     


    






		7.11	THE
                                         PARTIES EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
                                         CAUSE OF ACTION ARISING UNDER THIS AMENDMENT.



 


		7.12	EACH
                                         BORROWER AND NEW GUARANTOR WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
                                         IT MAY HAVE TO CLAIM OR RECOVER FROM LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL,
                                         EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.






     


     


    







 





Signature
Page to Joinder and Amendment No. 4 to Loan Documents (QGI)


 


	 	Borrowers:
	 	 
	 	Quality Gold, Inc.
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael
    Langhammer
	 	 	Chief
    Executive Officer
	 	 	 
	 	MTM, Inc.
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael
    Langhammer
	 	 	Vice
    President
	 	 	 
	 	Gold Limited Liability Company
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael
    Langhammer
	 	 	Chief
    Financial Officer
	 	 	 
	 	LogoArt
    LLC
	 	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael
    Langhammer
	 	 	Manager
	 	 	 
	 	New Guarantor:
	 	 
	 	L & L
    Group Holdings, LLC
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael
    Langhammer
	 	 	Manager






     


     


    

Signature
Page to Joinder and Amendment No. 4 to Loan Documents (QGI)


 


	 	PNC Bank, National Association
	 	 
	 	By:	/s/
    Derek Jones
	 	 	Derek Jones
	 	 	Vice
    President





     


     


    

Ratification
of Guaranty



 


Each
of the undersigned guarantors (jointly and severally if more than one, the “Guarantor”) consents to the provisions
of the foregoing Joinder and Amendment No. 4 to Loan Documents (the “Amendment”) and all prior amendments (if
any) and confirms and agrees that: (a) the Guarantor’s obligations under the Guarantor Security Agreement and its Guaranty
in favor of PNC Bank, National Association, each dated as of December 20, 2018 (collectively if more than one, the “Guaranty”)
shall be unimpaired by the Amendment; (b) the Guarantor has no claims, defenses, set offs, counterclaims, discounts or charges
of any kind against Lender, its officers, directors, employees, agents or attorneys  with respect to the Guaranty and all
claims, defenses, set offs, counterclaims, discounts or charges, if any, are hereby released; and (c) all of the terms, conditions
and covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to
the Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty
are true and correct. Capitalized terms used herein and not defined have the meanings set forth in the Amendment or if not defined
therein, in the Credit Agreement. The Guarantor hereby confirms that all Collateral for the Obligations, including liens, security
interests, mortgages, and pledges granted by the Guarantor or third parties (if applicable) to Lender, shall continue unimpaired
and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to Lender, as
modified by the Amendment.


 



	 	Gold/Gold/Gold, Inc.
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael Langhammer
	 	 	Chief
    Financial Officer
	 	 	 
	 	QGM, LLC
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael Langhammer
	 	 	Manager
	 	 	 
	 	QG Refining, LLC
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael Langhammer
	 	 	President/Treasurer
	 	 	 
	 	J&M Group Holdings Inc.
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael Langhammer
	 	 	President/Secretary
	 	 	 
	 	L
    & L Group Holdings, LLC
	 	 
	 	By:	/s/
    Michael Langhammer
	 	 	Michael
    Langhammer
	 	 	Manager







     


     


    

Exhibit
A


 


LIBOR
REPLACEMENT RIDER


 


This
LIBOR Replacement Rider provides a mechanism for determining an alternative rate of interest in the event that USD LIBOR is no
longer available or in certain other circumstances. Lender does not warrant or accept any responsibility for and shall not have
any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate
or other rates in the definition of “LIBOR” or with respect to any alternative or successor rate thereto, or replacement
rate therefor. To the extent that any term or provision of this LIBOR Replacement Rider is or may be inconsistent with any term
or provision in the remainder of any Loan Document, the terms and provisions of this LIBOR Replacement Rider shall control.


 


(a)          Announcements
Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the “IBA”)
and the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public statement the future cessation
or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month USD LIBOR tenor
settings (collectively, the “Cessation Announcements”). The parties hereto acknowledge that, as a result of
the Cessation Announcements, a Benchmark Transition Event occurred on March 5, 2021 with respect to USD LIBOR under clauses (1)
and (2) of the definition of Benchmark Transition Event below; provided however, no related Benchmark Replacement Date
occurred as of such date.


 


(b)          Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred in respect of any setting
of the then-current Benchmark, then, (x) if the Benchmark Replacement is determined in accordance with clause (1) or (2) of the
definition of “Benchmark Replacement” on the Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment or further action or consent of any other party hereto or to any other Loan Document; and (y) if
a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” on
the Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Eastern time) on the fifth (5th) Business Day after the
date notice of such Benchmark Replacement is provided to the Borrowers without any amendment hereto or to any other Loan Document,
or further action or consent of the Borrowers. 


 


(c)          Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Lender will have the
right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of the Borrowers.


 


(d)          Notices;
Standards for Decisions and Determinations. Lender will promptly notify the Borrowers of (i) any occurrence of a Benchmark
Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes
and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may
be made by Lender pursuant to this Rider, including any determination with respect to a rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection,
will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from the Borrowers.



     


     


    


(e)          Benchmark
Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period,
amounts outstanding hereunder automatically will bear interest at the Fallback Rate. During any Benchmark Unavailability Period,
the component of the Fallback Rate based upon the then-current Benchmark, if any, will not be used in any determination of the
Fallback Rate.


 


(f)          Secondary
Term SOFR Conversion. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the
proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred in respect
of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR
Conversion Date”) and subsequent Benchmark settings, without any amendment or further action or consent of any other
party hereto or to any other Loan Document; and (ii) loans outstanding on the Secondary Term SOFR Conversion Date bearing interest
based on the then-current Benchmark shall be deemed to have been converted to loans bearing interest at the Benchmark Replacement
with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, (A) this
paragraph (f) shall not be effective unless Lender has delivered to the Borrowers a Term SOFR Notice and (B) this paragraph (f)
shall not be effective with respect to the Facility if (I) the Borrowers have outstanding an interest rate swap with Lender to
hedge, in whole or part, the floating rate risk under the Facility on the Secondary Term SOFR Conversion Date, and (II) such swap
incorporates LIBOR fallback provisions with a Daily Simple SOFR rate as the primary alternative fallback rate for USD LIBOR.


 


(g)          Certain
Defined Terms. As used in this Rider:


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, one month.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to paragraph (b) of this Rider.


 


“Benchmark
Replacement” means for the Available Tenor the first alternative set forth in the order below that can be determined
by Lender on the applicable Benchmark Replacement Date; provided, however, if (i) the Borrowers have outstanding an interest rate
swap with Lender on the Benchmark Replacement Date to hedge, in whole or part, the floating rate risk under the Facility, and
(ii) such swap incorporates LIBOR fallback provisions with a Daily Simple SOFR rate as the primary alternative fallback rate for
USD LIBOR, then the Benchmark Replacement alternative set forth in clause (1) below shall not apply to the Facility and the alternative
set forth below in clause (2) shall be the first alternative:


 


		(1)	the
                                         sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(2)	the
                                         sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(3)	the
                                         sum of: (a) the alternate benchmark rate that has been selected by Lender as the replacement
                                         for the then-current Benchmark, giving due consideration to (i) any selection or recommendation
                                         of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
                                         Governmental Body or (ii) any evolving or then-prevailing market convention for determining
                                         a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
                                         syndicated or bilateral credit facilities at such time, and (b) the related Benchmark
                                         Replacement Adjustment;




     


     


    


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information
service that publishes such rate from time to time as selected by Lender in its reasonable discretion; provided, further,
that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark
Replacement” shall revert to and shall be determined as set forth in clause (1) of this definition, all in accordance
with paragraph (f) (Secondary Term SOFR Conversion) above. If the Benchmark Replacement as determined pursuant to clause (1),
(2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
hereof and of the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	


for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” 0.11448% (11.448 basis points). This
value represents the ARRC/ISDA recommended spread adjustment value for the Available Tenor available here: https://assets.bbhub.io/professional/sites/10/IBOR-Fallbacks-LIBOR-Cessation_Announcement_20210305.pdf.





 


		(2)	for
                                         purposes of clause (3) of the definition of “Benchmark Replacement,” the
                                         spread adjustment, or method for calculating or determining such spread adjustment, (which
                                         may be a positive or negative value or zero) that has been selected by Lender, giving
                                         due consideration to (i) any selection or recommendation of a spread adjustment, or method
                                         for calculating or determining such spread adjustment, for the replacement of such Available
                                         Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
                                         Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or
                                         then-prevailing market convention for determining a spread adjustment, or method for
                                         calculating or determining such spread adjustment, for the replacement of such Available
                                         Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.
                                         dollar-denominated syndicated or bilateral credit facilities.







 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the timing
and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, length of lookback
periods, the applicability of breakage provisions and other technical, administrative or operational matters) that Lender decides
may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such
market practice is not administratively feasible or if Lender determines that no market practice for the administration of such
Benchmark Replacement exists, in such other manner of administration as Lender decides is reasonably necessary in connection with
the administration of the Facility and the Loan Documents).



     


     


    


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in
                                         the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
                                         the later of (a) the date of the public statement or publication of information referenced
                                         therein and (b) the date on which the administrator of such Benchmark (or the published
                                         component used in the calculation thereof) permanently or indefinitely ceases to provide
                                         the Available Tenor of such Benchmark (or such component thereof);



 


		(2)	in
                                         the case of clause (3) of the definition of “Benchmark Transition Event,”
                                         the date determined by Lender, which date shall promptly follow the date of the public
                                         statement or publication of information referenced therein;



 


		(3)	in
                                         the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR
                                         Notice provided to the Borrowers pursuant to this Rider, which date shall be at least
                                         30 days from the date of the Term SOFR Notice; or



 


		(4)	in
                                         the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice
                                         of such Early Opt-in Election is provided to the Borrowers.



 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a
                                         public statement or publication of information by or on behalf of the administrator of
                                         such Benchmark (or the published component used in the calculation thereof) announcing
                                         that such administrator has ceased or will cease to provide the Available Tenor of such
                                         Benchmark (or such component thereof), permanently or indefinitely, provided that, at
                                         the time of such statement or publication, there is no successor administrator that will
                                         continue to provide the Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a
                                         public statement or publication of information by a Governmental Authority having jurisdiction
                                         over Lender, the regulatory supervisor for the administrator of such Benchmark (or the
                                         published component used in the calculation thereof), the Board of Governors of the Federal
                                         Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
                                         over the administrator for such Benchmark (or such component), a resolution authority
                                         with jurisdiction over the administrator for such Benchmark (or such component) or a
                                         court or an entity with similar insolvency or resolution authority over the administrator
                                         for such Benchmark (or such component), which states that the administrator of such Benchmark
                                         (or such component) has ceased or will cease to provide the Available Tenor of such Benchmark
                                         (or such component thereof) permanently or indefinitely, provided that, at the time of
                                         such statement or publication, there is no successor administrator that will continue
                                         to provide such Available Tenor of such Benchmark (or such component thereof); or
 



 


		(3)	a
                                         public statement or publication of information by the regulatory supervisor for the administrator
                                         of such Benchmark (or the published component used in the calculation thereof) or a Governmental
                                         Authority having jurisdiction over Lender announcing that the Available Tenor of such
                                         Benchmark (or such component thereof) is no longer representative.



 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with this Rider, and (y) ending at the time that
a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with this Rider.



     


     


    


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established
by Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for business loans; provided, that if Lender decides that any such convention is not administratively
feasible for Lender, then Lender may establish another convention in its reasonable discretion.


 


“Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


		(1)	a
                                         determination by Lender that at least five (5) currently outstanding U.S. dollar-denominated
                                         syndicated or bilateral credit facilities at such time contain (as a result of amendment
                                         or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
                                         rate based upon SOFR) as a benchmark rate, and



 


		(2)	the
                                         election by Lender to trigger a fallback from USD LIBOR and the provision by Lender of
                                         written notice of such election to the Borrowers.



 


“Fallback
Rate” means the alternative rate of interest that would have been applicable under the terms of the Facility (absent
this Rider) if Lender had given notice that USD LIBOR had become unavailable or, if no such alternative rate is specified, the
Base Rate.


 


“Floor”
means the minimum rate of interest, if any, provided under the terms of the Facility with respect to USD LIBOR or, if no minimum
rate of interest is specified, zero.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York,
or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or any successor thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.




     


     


    


“Term
SOFR” means, for the applicable Available Tenor, the forward-looking term rate based on SOFR that has been selected
or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by Lender to the Borrowers of the occurrence of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by Lender that (1) Term SOFR has been recommended for use by the Relevant
Governmental Body, and is determinable for the Available Tenor, (2) the administration of Term SOFR is administratively feasible
for Lender and (3) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with
this Rider that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“USD
LIBOR” means, for purposes of this Rider only, any interest rate that is based on the London interbank offered rate
for U.S. dollars.


 


LBR
15 (Bilat STD 2020-11 – HW)


Streamlined2







     


     


    







Exhibit
B


 


LIBOR
REPLACEMENT ADDENDUM


 


This
LIBOR Replacement Addendum provides a mechanism for determining an alternative rate of interest in the event that the USD LIBOR
is no longer available or in certain other circumstances. Lender does not warrant or accept any responsibility for and shall not
have any liability with respect to, the administration, submission or any other matter related to the London interbank offered
rate or other rates in the definition of “LIBOR” or with respect to any alternative or successor rate thereto, or
replacement rate therefor. To the extent that any term or provision of this LIBOR Replacement Addendum is or may be inconsistent
with any term or provision in the remainder of this Working Cash Rider or any other Loan Document, the terms and provisions of
this LIBOR Replacement Addendum shall control.


 


(a)          
Announcements Related to LIBOR. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR (the
 “IBA”) and the U.K. Financial Conduct Authority, the regulatory supervisor for the IBA, announced in a public
statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month
and 12- month USD LIBOR tenor settings (collectively, the “Cessation Announcements”). The parties hereto acknowledge
that, as a result of the Cessation Announcements, a Benchmark Transition Event occurred on March 5, 2021 with respect to USD LIBOR
under clauses (1) and (2) of the definition of Benchmark Transition Event below; provided however, no related Benchmark Replacement
Date occurred as of such date.


 


(b)           Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred in respect of any
setting of the then-current Benchmark, then, (x) if the Benchmark Replacement is determined in accordance with clause (1) or
(2) of the definition of “Benchmark Replacement” on the Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment or further action or consent of any other party hereto or to
any other Loan Document; and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of
 “Benchmark Replacement” on the Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m.
(Eastern time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the
Borrowers without any amendment hereto or to any other Loan Document, or further action or consent of the Borrowers.


 


(c)           
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Lender
will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of the Borrowers.


 


(d)          
Notices; Standards for Decisions and Determinations. Lender will promptly notify the Borrowers of (i) any occurrence
of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming
Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election
that may be made by Lender pursuant to this Addendum, including any determination with respect to a rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from
the Borrowers.





     


     


    



(e)            Benchmark
Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period,
amounts outstanding hereunder automatically will bear interest at the Fallback Rate. During any Benchmark Unavailability Period,
the component of the Fallback Rate based upon the then-current Benchmark, if any, will not be used in any determination of the
Fallback Rate.


 


(f)            Secondary
Term SOFR Conversion. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the
proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred in respect
of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark
for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR
Conversion Date”) and subsequent Benchmark settings, without any amendment or further action or consent of any other
party hereto or to any other Loan Document; and (ii) loans outstanding on the Secondary Term SOFR Conversion Date bearing interest
based on the then-current Benchmark shall be deemed to have been converted to loans bearing interest at the Benchmark Replacement
with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, (A) this
paragraph (f) shall not be effective unless Lender has delivered to the Borrowers a Term SOFR Notice and (B) this paragraph (f)
shall not be effective with respect to the Working Cash Sweep Rider if (I) the Borrowers have outstanding an interest rate swap
with Lender to hedge, in whole or part, the floating rate risk under the Line of Credit on the Secondary Term SOFR Conversion
Date, and (II) such swap incorporates LIBOR fallback provisions with a Daily Simple SOFR rate as the primary alternative fallback
rate for USD LIBOR.


 


		(g)	Certain
                                         Defined Terms. As used in this Addendum:



 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, one month.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to paragraph (b) of this Addendum.


 


“Benchmark
Replacement” means for the Available Tenor the first alternative set forth in the order below that can be determined
by Lender on the applicable Benchmark Replacement Date; provided, however, if (i) the Borrowers have outstanding an interest rate
swap with Lender on the Benchmark Replacement Date to hedge, in whole or part, the floating rate risk under the Line of Credit,
and (ii) such swap incorporates LIBOR fallback provisions with a Daily Simple SOFR rate as the primary alternative fallback rate
for USD LIBOR, then the Benchmark Replacement alternative set forth in clause (1) below shall not apply to the Line of Credit
and the alternative set forth below in clause (2) shall be the first alternative:


 


		(1)	the
                                         sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;







     


     


    

		(2)	the
                                         sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(3)	the
                                         sum of: (a) the alternate benchmark rate that has been selected by Lender as the replacement
                                         for the then-current Benchmark, giving due consideration to (i) any selection or recommendation
                                         of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant
                                         Governmental Body or (ii) any evolving or then-prevailing market convention for determining
                                         a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
                                         syndicated or bilateral credit facilities at such time, and (b) the related Benchmark
                                         Replacement Adjustment;



 


provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by Lender in its reasonable discretion; provided, further,
that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement”
shall revert to and shall be determined as set forth in clause (1) of this definition, all in accordance with paragraph (f) (Secondary
Term SOFR Conversion) above. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less
than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes hereof and of the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for
                                         purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,”
                                         0.11448% (11.448 basis points). This value represents the ARRC/ISDA recommended spread adjustment value for the Available Tenor available here:
                                         https://assets.bbhub.io/professional/sites/10/IBOR-Fallbacks-LIBOR-Cessation_Announcement_20210305.pdf.



 


		(2)	for
                                         purposes of clause (3) of the definition of “Benchmark Replacement,” the
                                         spread adjustment, or method for calculating or determining such spread adjustment, (which
                                         may be a positive or negative value or zero) that has been selected by Lender, giving
                                         due consideration to (i) any selection or recommendation of a spread adjustment, or method
                                         for calculating or determining such spread adjustment, for the replacement of such Available
                                         Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant
                                         Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or
                                         then-prevailing market convention for determining a spread adjustment, or method for
                                         calculating or determining such spread adjustment, for the replacement of such Available
                                         Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S.
                                         dollar-denominated syndicated or bilateral credit facilities.



 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the timing
and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, length of lookback
periods, the applicability of breakage provisions and other technical, administrative or operational matters) that Lender decides
may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof
by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such
market practice is not administratively feasible or if Lender determines that no market practice for the administration of such
Benchmark Replacement exists, in such other manner of administration as Lender decides is reasonably necessary in connection with
the administration of the Line of Credit, the Working Cash Sweep Rider and the Loan Documents).





     


     


    



“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in
                                         the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
                                         the later of (a) the date of the public statement or publication of information referenced
                                         therein and (b) the date on which the administrator of such Benchmark (or the published
                                         component used in the calculation thereof) permanently or indefinitely ceases to provide
                                         the Available Tenor of such Benchmark (or such component thereof);



 


		(2)	in
                                         the case of clause (3) of the definition of “Benchmark Transition Event,”
                                         the date determined by Lender, which date shall promptly follow the date of the public
                                         statement or publication of information referenced therein;



 


		(3)	in
                                         the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR
                                         Notice provided to the Borrowers pursuant to this Addendum, which date shall be at least
                                         30 days from the date of the Term SOFR Notice; or



 


		(4)	in
                                         the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice
                                         of such Early Opt-in Election is provided to the Borrowers.



 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a
                                         public statement or publication of information by or on behalf of the administrator of
                                         such Benchmark (or the published component used in the calculation thereof) announcing
                                         that such administrator has ceased or will cease to provide the Available Tenor of such
                                         Benchmark (or such component thereof), permanently or indefinitely, provided that, at
                                         the time of such statement or publication, there is no successor administrator that will
                                         continue to provide the Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a
                                         public statement or publication of information by a Governmental Authority having jurisdiction
                                         over Lender, the regulatory supervisor for the administrator of such Benchmark (or the
                                         published component used in the calculation thereof), the Board of Governors of the Federal
                                         Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction
                                         over the administrator for such Benchmark (or such component), a resolution authority
                                         with jurisdiction over the administrator for such Benchmark (or such component) or a
                                         court or an entity with similar insolvency or resolution authority over the administrator
                                         for such Benchmark (or such component), which states that the administrator of such Benchmark
                                         (or such component) has ceased or will cease to provide the Available Tenor of such Benchmark
                                         (or such component thereof) permanently or indefinitely, provided that, at the time of
                                         such statement or publication, there is no successor administrator that will continue
                                         to provide such Available Tenor of such Benchmark (or such component thereof); or



 


		(3)	a
                                         public statement or publication of information by the regulatory supervisor for the administrator
                                         of such Benchmark (or the published component used in the calculation thereof) or a Governmental
                                         Authority having jurisdiction over Lender announcing that the Available Tenor of such
                                         Benchmark (or such component thereof) is no longer representative.






     


     


    





“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with this Addendum, and (y) ending at the time
that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with this Addendum.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established
by Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for business loans; provided, that if Lender decides that any such convention is not administratively
feasible for Lender, then Lender may establish another convention in its reasonable discretion.


 


“Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


		(1)	a
                                         determination by Lender that at least five (5) currently outstanding U.S. dollar-denominated
                                         syndicated or bilateral credit facilities at such time contain (as a result of amendment
                                         or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other
                                         rate based upon SOFR) as a benchmark rate, and



 


		(2)	the
                                         election by Lender to trigger a fallback from USD LIBOR and the provision by Lender of
                                         written notice of such election to the Borrowers.



 


“Fallback
Rate” means the alternative rate of interest that would have been applicable under the terms of the Working Cash Sweep
Rider (absent this Addendum) if Lender had given notice that USD LIBOR had become unavailable or, if no such alternative rate
is specified, the Base Rate.


 


“Floor”
means the minimum rate of interest, if any, provided under the terms of the Working Cash Sweep Rider with respect to USD LIBOR
or, if no minimum rate of interest is specified, zero.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York,
or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve
Bank of New York, or any successor thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day
published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.






     


     


    

“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Term
SOFR” means, for the applicable Available Tenor, the forward-looking term rate based on SOFR that has been selected
or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by Lender to the Borrowers of the occurrence of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by Lender that (1) Term SOFR has been recommended for use by the Relevant
Governmental Body, and is determinable for the Available Tenor, (2)
the administration of Term SOFR is administratively feasible for Lender and (3) a Benchmark Transition Event has previously occurred
resulting in a Benchmark Replacement in accordance with this Addendum that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“USD
LIBOR” means, for purposes of this Addendum only, any interest rate that is based on the London interbank offered rate
for U.S. dollars.


 


LBR
15 (Bilat STD 2020-11 – HW) 


Sweep
Rider2