Exhibit 10.17


 


JOINDER AND FIFTH AMENDMENT AND AGREEMENT


TO CONSIGNMENT AGREEMENT


 


This JOINDER AND FIFTH
AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT (this “Amendment”), dated as of December 30, 2021, is entered
into by and among HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located
at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), QUALITY GOLD, INC., an Ohio corporation with a place
of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”), MTM, INC., a Delaware corporation
with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM” and, together with
Quality Gold, collectively, the “Companies” and each, individually, a “Company”); and L &
L Group Holdings, LLC, an Ohio limited liability company (the “New Guarantor”).


 


W I T N E S S E T H:


 


WHEREAS, the Companies and
HSBC entered into a Consignment Agreement, dated as of December 20, 2018 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Consignment Agreement”), pursuant to which HSBC extended a consignment facility and
a forward contract facility to the Companies;


 


WHEREAS, New Guarantor is
an affiliate of Quality Gold and is hereby joining (a) the Guaranty Agreement (as defined in the Consignment Agreement) and (b) that certain
Security Agreement of the Guarantors, dated as of December 20, 2018, in favor of HSBC, which secures the payment and performance of the
Guaranty Agreement (the “Guarantor Security Agreement”); and


 


WHEREAS, the Companies have
requested, and HSBC has agreed, subject to the terms and conditions set forth in this Agreement, to modify certain provisions of the Consignment
Agreement, all as more particularly set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and of the mutual promises hereinafter contained, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.             Defined
Terms. All capitalized terms used herein without definition shall have the definitions assigned to them in the Consignment Agreement.


 


2.            
Amendments to Consignment Agreement.


 


(a)           
Effective as of the date hereof, the definition of “Guarantors” set forth in Paragraph 1.30 of the Consignment
Agreement is hereby amended in its entirety to read as follows:


 


“1.30.   “Guarantors”
means Gold Limited Liability Company, a California limited liability company; Gold/Gold/Gold, Inc., a California corporation; LogoArt
LLC, a Kentucky limited liability company; QGM, LLC, an Ohio limited liability company; QG Refining, LLC, an Ohio limited liability company;
J&M Group Holdings, Inc., a Delaware corporation; and L&L Group Holdings, LLC an Ohio limited liability company.”


 






     


     


    

 


(b)          
Effective as of the date hereof, the definition of “Guaranty Agreement” set forth in Paragraph 1.31 of the Consignment
Agreement is hereby amended in its entirety to read as follows:


 


“1.31.    “Guaranty
Agreement” means that certain Guaranty Agreement of the Guarantors in favor of HSBC dated on or about the date hereof whereby
the Guarantors have jointly and severally guaranteed the payment and performance of the Obligations, as the same may be amended, restated,
supplemented or otherwise modified from time to time.”


 


(c)          
Effective as of the date hereof, the definition of “Security Agreement” set forth in Paragraph 1.59 of the Consignment
Agreement is hereby amended in its entirety to read as follows:


 


“1.59.    “Security
Agreements” means (a) that certain Security Agreement of the Companies, dated on or about the date hereof, in favor of HSBC,
which secures the payment and performance of the Obligations; and (b) that certain Security Agreement of the Guarantors, dated on or about
the date hereof, in favor of HSBC, which secures the payment and performance of the Guaranty Agreement, in each case as the same may be
amended, restated, supplemented or otherwise modified from time to time.”


 


(d)          
All necessary conforming changes to the Consignment Agreement occasioned by reason of this Amendment are hereby deemed to be made.


 


(e)          
All references to the “Consignment Agreement” in the Consignment Agreement shall from and after the effective date
hereof refer to the Consignment Agreement, as amended hereby.


 


3.             
Joinder.


 


(a)          
All references in the Consignment Agreement or any other Transaction Document to a “Guarantor,” “Obligor,”
or similar terms will include the New Guarantor and New Guarantor is hereby made a party to the Guaranty and the Guarantor Security Agreement.


 


(b)            New
Guarantor agrees that it is a “Guarantor” and is bound by the terms of the Consignment Agreement and the other Transaction
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 Consignment Agreement and the other Transaction Documents.


 


(c)            New
Guarantor hereby grants to HSBC a security interest in its Collateral (as such term is defined in the Guarantor Security Agreement) to
secure the Secured Obligations (as such term is defined in the Guarantor Security Agreement). New Guarantor acknowledges that HSBC is
authorized to file UCC-1 Financing Statements naming it as debtor and describing the collateral as all of its assets.


 


(d)            New
Guarantor represents and warrants to HSBC that the representations and warranties set forth in the Consignment Agreement and the other
Transaction Documents applicable to a Guarantor are true and correct in all material respects as of the date hereof with respect to New
Guarantor.


 


(e)            The
address for notices to New Guarantor under the Guaranty shall be 500 Quality Blvd, Fairfield OH 45014, Attn: Michael Langhammer.


 






    - 2 -


     


    

 


4.            
Representations and Warranties. As a material inducement to HSBC to enter into this Amendment, the Companies hereby represent
and warrant to HSBC (which representations and warranties, unless made expressly and solely as of the date hereof, shall survive the execution
of this Amendment) that:


 


(a)           
The Companies and the New Guarantor have the requisite corporate power and authority to execute, deliver and perform this Amendment.


 


(b)          
The execution, delivery and performance by the Companies and the New Guarantor of the terms and provisions of this Amendment have
been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency
of government, the articles of organization and by-laws of the Companies or the New Guarantor or any indenture, agreement or other instrument
to which either of the Companies or the New Guarantor is a party, or by which either of the Companies or the New Guarantor is bound, or
be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or, except as may
be provided by this Amendment, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the property or assets of the Companies or the New Guarantor pursuant to, any such indenture, agreement or other instrument.


 


(c)          
This Amendment and all other agreements executed by the Companies and the New Guarantor in connection herewith have been duly executed
and delivered by the Companies and the New Guarantor and constitute legal, valid and binding obligations of the Companies and the New
Guarantor, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization and other similar
laws of general application affecting the rights of creditors generally.


 


(d)           
No Event of Default as defined in Paragraph 9.1 of the Consignment Agreement, and no event which, with the passage of time or the
giving of notice, or both, would become such an Event of Default, has occurred and is continuing.


 


(e)            The information included in any certification made by any Company regarding beneficial ownership required by the Beneficial Ownership
Regulation (31 C.F.R. Sec. 1010.230), if applicable, is true and correct in all respects.


 


5.             
Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction (or waiver) of the following conditions
precedent (in each case, in form and substance reasonably acceptable to HSBC):


 


(a)           
The representations and warranties set forth in Consignment Agreement shall be true and correct on and as of the date hereof.


 


(b)          
The Companies and the New Guarantor shall have executed and delivered to HSBC, or caused to be executed and delivered to HSBC,
upon the execution of this Amendment, all agreements required by HSBC for the purpose of securing payment and performance of the Companies’
and the New Guarantor’s obligations hereunder, together with any other documents required by the terms hereof or thereof, all of
which shall at all times remain in full force and effect.


 






    - 3 -


     


    

 


(c)           
All legal matters incident to the transactions hereby contemplated shall be satisfactory to counsel for HSBC.


 


(d)          
No Event of Default, nor any event which upon notice or lapse of time or both would constitute such an Event of Default, shall
have occurred and be continuing.


 


6.            
Reaffirmation. Except as amended hereby, the Consignment Agreement shall remain in full force and effect and is in all respects
hereby ratified and affirmed. The Companies, New Guarantor and HSBC hereby acknowledge and agree that the Consignment Agreement, as amended
hereby, is secured by the Security Documents, which are in all respects hereby ratified and affirmed.


 


7.            
No Defenses. Each Company and New Guarantor hereby represents and warrants to, and covenants with HSBC that, as of the date
hereof, it has no defense, offset, counterclaim or right of recoupment of any kind of nature whatsoever against HSBC with respect to any
of the Obligations or the Consignment Agreement or any other Transaction Document, or any action previously taken or not taken by HSBC
with respect thereto.


 


8.            
Discharge and General Release. As of the date hereof, each Company and the New Guarantor hereby acknowledges and confirms
that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law
or in equity, against HSBC’s officers, employees, representatives, agents, counsel or directors arising from any action by such
Persons, or failure of such Persons to act under the Consignment Agreement and the other Transaction Documents on or prior to the date
hereof. In consideration of the HSBC’s willingness to enter into this Amendment, each Company and the New Guarantor hereby releases
and forever discharges HSBC, HSBC’s predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys,
representatives, and affiliates (hereinafter all of the above collectively referred to as the “Release Group”), from
any and all known claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever,
including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in
equity, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and
whether or not heretofore asserted, which the Company may have or claim to have against any of the Release Group in any way related to
or connected with the Transaction Documents including the transactions contemplated by this Amendment.


 






    - 4 -


     


    

 


9.            
Fees and Expenses. The Companies covenant and agree to pay all out-of-pocket expenses, costs and charges incurred by HSBC
(including reasonable and documented fees and disbursements of counsel) in connection with the preparation and implementation of this
Amendment.


 


*The next page is a signature page*


 






    - 5 -


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Joinder and Fifth Amendment and Agreement to Consignment Agreement as of the day and year first above written.


 


	 	QUALITY GOLD, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	Chief Executive Officer
	 	 
	 	MTM, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	Vice President
	 	 
	 	L & L GROUP HOLDINGS, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President and Treasurer
	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	By: 	/s/ Joseph W. Burden
	 	Name: 	Joseph W. Burden
	 	Title: 	Vice President



 


[Signature Page to Joinder and Fifth Amendment
and Agreement to Consignment Agreement]


 






     


     


    

 


For good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, each of the undersigned Guarantors of the above-described Consignment Agreement
pursuant to the Guaranty Agreement of the undersigned dated December 20, 2018 in favor of HSBC BANK USA, NATIONAL ASSOCIATION,
a national banking association (“HSBC”), consents to the foregoing consent and amendment and reaffirms and ratifies
the Guaranty Agreement and all agreements securing the Guaranty Agreement, all of which shall in all respects remain in full force and
effect and each such Guarantor shall continue to guaranty any and all obligations, indebtedness and liabilities of QUALITY GOLD, INC.,
an Ohio corporation (“Quality Gold”), and MTM, INC., a Delaware corporation (“MTM”) (Quality
Gold and MTM arc hereinafter collectively referred to as the “Companies”), to HSBC, including, without limitation,
the indebtedness of the Companies to HSBC pursuant to the Consignment Agreement, as amended hereby.


 


	 	GOLD LIMITED LIABILITY COMPANY
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	Chief Financial Officer
	 	 
	 	GOLD/GOLD/GOLD, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	Chief Financial Officer
	 	 
	 	LOGOART LLC
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President and Treasurer
	 	 
	 	QGM, LLC
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	Manager
	 	 
	 	QG REFINING, LLC
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President and Treasurer



 


[Signature Page to Joinder and Fifth Amendment
and Agreement to Consignment Agreement]


 






     


     


    

 


	 	J & M GROUP HOLDINGS, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President and Secretary


 


[Signature Page to Joinder and Fifth Amendment
and Agreement to Consignment Agreement]