Exhibit 10.41


 


AMENDMENT NO. 7 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”), and PNC Bank, National Association (“Lender”) agree as follows effective as
of September 29, 2022 (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, by Amendment No. 3 to Loan Documents dated as of February
                                            24, 2021, by Joinder and Amendment No. 4 to Loan Documents dated as of October 19, 2021,
                                            by Amendment No. 5 to Loan Documents dated as of April 26, 2022, and by Amendment No. 6 to
                                            Loan Documents dated as of June 28, 2022.



 


		1.3	The Loan Documents are further amended
                                            by this Amendment No. 6 to Loan Documents (this “Amendment”).



 


		2.	Amendments.



 


		2.1	The definition of Maximum Revolving Advance
                                            Amount set forth in Section 1.2 of the Credit Agreement is hereby amended and restated by
                                            the following:



 


“Maximum Revolving
Advance Amount” shall mean $60,000,000.


 


		2.2	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, 2023.”


 


		2.3	The maximum principal amount set forth
                                            in the third paragraph of the Revolving Credit Note is hereby amended from FIFTY MILLION
                                            DOLLARS ($50,000,000) to SIXTY MILLION DOLLARS ($60,000,000). The reference to the $50,000,000
                                            principal amount of the Revolving Credit Note on the top of the first page thereof is hereby
                                            amended from $50,000,000 to $60,000,000.



 






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		3.	Waiver. Lender hereby waives
                                            its rights and powers under the Loan Documents with respect to the Event of Default that
                                            has occurred under Section 10.3 of the Credit Agreement as a result of Borrowers’ violation
                                            of Section 9.12 from the failure to timely deliver to Lender the required projections for
                                            the fiscal year beginning April 1, 2022. Lender hereby waives its rights and powers under
                                            the Loan Documents with respect to the Event of Default that has occurred under Section 10.5(i)
                                            of the Credit Agreement as a result of Borrowers’ violation of Sections 5.2(b), 7.1(a),
                                            and 7.12 of the Credit Agreement from the acquisition of Gotham EJewelry, LLC as a Subsidiary.
                                            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. This waiver shall be effective immediately, without any further action by Borrowers
                                            or Lender, upon receipt by Lender of a corresponding waiver by each of BMO and HSBC.



 


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



 


		4.1	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.



 


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



 


		4.3	No Claims. Each Borrower 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 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 with
                                            Lender.



 


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



 






     


    


    

 


		4.5	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.



 


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



 


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



 


		4.8	Reaffirmation. 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.



 


		4.9	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.



 


		4.10	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.



 


		4.11	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 been delivered to Lender.



 


		4.12	Beneficial Ownership Certification.
                                            To the best knowledge of any Borrower, the information included in the Beneficial Ownership
                                            Certification provided to Lender is true and correct in all respects



 


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



 


		5.1	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 Reaffirmation attached
                                            hereto.



 


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



 


		5.3	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.



 






     


    


    

 


		5.4	Representations and Warranties.
                                            The representations and warranties of Borrowers herein will be true.



 


		5.5	USA PATRIOT Act, Etc. (a) Lender
                                            shall have received, at least five (5) days prior to the Effective Date, all documentation
                                            and other information regarding the Borrowers requested in connection with applicable “know
                                            your customer” and anti-money laundering rules and regulations, including the USA PATRIOT
                                            Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to
                                            the Effective Date, and (b) to the extent any Borrower qualifies as a “legal entity
                                            customer” under the Beneficial Ownership Regulation, at least five (5) days prior to
                                            the Effective Date, if Lender has requested, in a written notice to the Borrowers at least
                                            ten (10) days prior to the Effective Date, a Beneficial Ownership Certification in relation
                                            to each Borrower it shall have received such Beneficial Ownership Certification.



 


		5.6	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.



 


		6.	General.



 


		6.1	This Amendment is an “Other Document”
                                            as defined in the Credit Agreement. The Loan Documents are hereby modified to include this
                                            Amendment within the definition of the term “Other Documents”, or “Loan
                                            Documents” as used therein.



 


		6.2	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.



 


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



 


		6.4	This Amendment will be binding upon and
                                            inure to the benefit of Borrowers and Lender and their respective successors and assigns.



 


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



 


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



 


		6.7	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.



 


		6.8	Each Borrower 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.



 






     


    


    

 


		6.9	Notwithstanding any other provision herein
                                            or in the other Loan Documents, each Borrower 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.



 


		6.10	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. This Amendment may be executed in any number of and by
                                            different parties hereto on separate counterparts, all of which, when so executed, shall
                                            be deemed an original, but all such counterparts shall constitute one and the same agreement.



 


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



 


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



 


		6.13	EACH BORROWER 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 Pages
Follow


 






     


    


    

 


Signature Page to Amendment No. 7 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


 






     


    


    

 


Signature Page to Amendment No. 7 to Loan Documents
(QGI)


 


	 	PNC Bank, National Association




 


	 	By:	/s/ David C. Beckett
	 	 	David C. Beckett
	 	 	Senior Vice President




 






     


    


    

 


Reaffirmation of Guaranty


 


Each of the undersigned guarantors
(jointly and severally, “Guarantor”) consents to the provisions of the foregoing Amendment No. 7 to Loan Documents
(the “Amendment”) and all prior amendments and agrees that: (a) 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 (the “Guaranty”)
are unimpaired by the Amendment; (b) Guarantor has no claims, defenses, set offs, or counterclaims of any kind against Lender, its officers,
directors, employees, agents or attorneys with respect to the Guaranty and all such claims, defenses, set offs, and counterclaims are
hereby released; and (c) all of the terms of the Guaranty remain unaltered and in full force and effect and are hereby reaffirmed and
apply to the Obligations, as modified by the Amendment. 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. Guarantor confirms that all Collateral for the Obligations, including liens, security interests, and pledges
granted by Guarantor or third parties to Lender continue unimpaired and in full force and effect, 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


 


	 	L & L Group Holdings, LLC




 


	 	By:	/s/ Michael Langhammer
	 	 	       Michael Langhammer
	 	 	       Manager