Exhibit 10.15


 


THIRD AMENDMENT AND AGREEMENT


TO


CONSIGNMENT AGREEMENT


 


This THIRD AMENDMENT AND
AGREEMENT TO CONSIGNMENT AGREEMENT (this “Amendment”), dated as of February 24, 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”), and 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”).


 


WHEREAS, the parties hereto
entered into a Consignment Agreement, dated as of December 20, 2018, as amended by that certain First Amendment and Agreement to Consignment
Agreement, dated as of September 13, 2019, and as amended by that certain Consent and Second Amendment and Agreement to Consignment Agreement,
dated as of October 1, 2020 (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, the Companies have
requested HSBC, and HSBC has agreed, subject to the terms and conditions set forth in this Amendment, to permit the Companies to obtain
a new consignment facility from Bank of Montreal; and


 


WHEREAS, the parties hereto
desire to amend the Consignment Agreement on the terms and conditions hereinafter set forth.


 


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 “Eligible Inventory” set forth in Paragraph 1.14 of the Consignment
Agreement is hereby amended by deleting subsection (c) therein in its entirety and replacing it with the following:


 


		“(c)	the Inventory is owned by the Companies or is Consigned Precious Metal or BMO Consigned Precious Metal;”



 


(b)          
Effective as of the date hereof, the definition of “Eligible Inventory” set forth in Paragraph 1.14 of the Consignment
Agreement is hereby amended by deleting subsection (g) therein in its entirety and replacing it with the following:


 


		“(g)	the Inventory is not on consignment from any Person other than HSBC or BMO;”



 






     


     


    

 


(c)         
Effective as of the date hereof, the definition of “Gold Consignment Formula” set forth in Paragraph 1.28 of
the Consignment Agreement is hereby amended in its entirety to read as follows:


 


		“1.28.	“Gold Consignment Formula” means:



 


		(a)	the sum of:



 


		(i)	ninety-five percent (95%) of the Value of Gold contained in Eligible On-Premises Inventory; plus



 


		(ii)	forty percent (40%) of the Value of Gold in Eligible Memo Inventory; minus



 


		(b)	BMO Gold Consignment Facility Indebtedness.



 


The foregoing definition of “Gold
Consignment Formula” shall remain in effect until amended by HSBC in its sole discretion based upon further examination of the Companies
Inventory and financial condition.”


 


(d)          
Effective as of the date hereof, the definition of “Intercreditor Agreement” set forth in Paragraph 1.36 of
the Consignment Agreement is hereby amended in its entirety to read as follows:


 


“1.36.      “Intercreditor
Agreement” means that certain Amended and Restated Intercreditor Agreement entered into by and among HSBC, BMO and the Lender
dated as of February 24, 2021, as amended from time to time.”


 


(e)          
Effective as of the date hereof, the definition of “Palladium Consignment Formula” set forth in Paragraph 1.46
of the Consignment Agreement is hereby amended in its entirety to read as follows:


 


		“1.46.	“Palladium Consignment Formula” means:



 


		(a)	the sum of:



 


		(i)	eighty-five percent (85%) of the Value of Palladium contained in Eligible On-Premises Inventory; plus



 


		(ii)	forty percent (40%) of the Value of Palladium in Eligible Memo Inventory; minus



 


The foregoing definition of “Palladium
Consignment Formula” shall remain in effect until amended by HSBC in its sole discretion based upon further examination of the Companies
Inventory and financial condition.”


 






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(f)           
Effective as of the date hereof, the definition of “Permitted Lien” set forth in Paragraph 1.48 of the Consignment
Agreement is hereby amended by adding a new subsection (g) after subsection (f) therein to read as follows:


 


“(g)         liens in favor of BMO.”


 


(g)         
Effective as of the date hereof, the definition of “Platinum Consignment Formula” set forth in Paragraph 1.52
of the Consignment Agreement is hereby amended in its entirety to read as follows:


 


		“1.52.	“Platinum Consignment Formula” means:



 


		(a)	the sum of:



 


		(i)	eighty-five percent (85%) of the Value of Platinum contained in Eligible On-Premises Inventory; plus



 


		(ii)	forty percent (40%) of the Value of Platinum in Eligible Memo Inventory; minus



 


		(b)	BMO Platinum Consignment Facility Indebtedness.



 


The foregoing definition
of “Platinum Consignment Formula” shall remain in effect until amended by HSBC in its sole discretion based upon further examination
of the Companies Inventory and financial condition.”


 


(h)         
Effective as of the date hereof, the definition of “Silver Consignment Formula” set forth in Paragraph 1.63
of the Consignment Agreement is hereby amended in its entirety to read as follows:


 


		“1.63.	“Silver Consignment Formula” means:



 


		(a)	the sum of:



 


		(i)	ninety-five percent (95%) of the Value of Silver contained in Eligible On-Premises Inventory; plus



 


		(ii)	forty percent (40%) of the Value of Silver in Eligible Memo Inventory; minus



 


		(b)	BMO Silver Consignment Facility Indebtedness.



 


The foregoing definition
of “Silver Consignment Formula” shall remain in effect until amended by HSBC in its sole discretion based upon further examination
of the Companies Inventory and financial condition.”


 






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(i)           
Effective as of the date hereof, Paragraph 1 of the Consignment Agreement, entitled “Definitions,” is hereby
amended by adding the following new definitions to read in their entirety as follows:


 


“1.72.      “BMO”
means Bank of Montreal, a Canadian chartered bank.


 


1.73.        “BMO
Consignment Agreement” means that certain Master Bullion Consignment Agreement entered into by and among BMO and the Companies,
dated as of February 24, 2021, as amended from time to time.


 


1.74.        “BMO
Consigned Precious Metal” means Precious Metal which has been consigned to the Companies by BMO pursuant to the BMO Consignment
Agreement.


 


1.75         “BMO
Gold Consignment Facility Indebtedness” means the Value of all outstanding Gold consigned to the Companies under the BMO Consignment
Agreement (it being understood that all Gold consigned to the Companies by BMO shall be deemed to be outstanding on consignment until
paid for in full in accordance with the terms and conditions of the BMO Consignment Agreement).


 


1.76         “BMO
Palladium Consignment Facility Indebtedness” means the Value of all outstanding Palladium consigned to the Companies under the
BMO Consignment Agreement (it being understood that all Palladium consigned to the Companies by BMO shall be deemed to be outstanding
on consignment until paid for in full in accordance with the terms and conditions of the BMO Consignment Agreement).


 


1.77         “BMO
Platinum Consignment Facility Indebtedness” means the Value of all outstanding Platinum consigned to the Companies under the
BMO Consignment Agreement (it being understood that all Platinum consigned to the Companies by HSBC shall be deemed to be outstanding
on consignment until paid for in full in accordance herewith)


 


1.78         “BMO
Silver Consignment Facility Indebtedness” means the Value of all outstanding Silver consigned to the Companies under the BMO
Consignment Agreement (it being understood that all Silver consigned to the Companies by BMO shall be deemed to be outstanding on consignment
until paid for in full in accordance with the terms and conditions of the BMO Consignment Agreement).


 


1.79         “Precious
Metals Intercreditor Agreement” means that certain Intercreditor Agreement entered into by HSBC and BMO dated as of February
24, 2021, as amended from time to time.”


 


(j)           
Effective as of the date hereof, Paragraph 2.4 of the Consignment Agreement, entitled “Termination; Return of Consigned
Precious Metal,” is hereby amended by deleting subsection (c) therein and replacing as follows:


 


“(c)          In addition
to the provisions of subparagraph (a) hereof, HSBC agrees that it will give the Companies at least sixty (60) prior days’ prior
written notice if it is terminating the Consignment Facility because HSBC has elected to exit the business of extending precious metals
consignments to the jewelry industry. In the absence of an Event of Default hereunder, ALL CONSIGNMENT FACILITY INDEBTEDNESS AND ALL SUMS
OUTSTANDING UNDER THE CONSIGNMENT FACILITY SHALL BE DUE AND PAYABLE SIXTY (60) DAYS AFTER HSBC GIVES NOTICE TO THE COMPANIES THAT IT IS
EXITING THE BUSINESS OF EXTENDING PRECIOUS METALS CONSIGNMENTS TO THE JEWELRY INDUSTRY AND, AS RESULT, TERMINATING THE CONSIGNMENT FACILITY.”


 






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(k)          
Effective as of the date hereof, Paragraph 3.7 of the Consignment Agreement, entitled “Termination of Forward Contract
Facility,” is hereby amended by deleting subsection (b) therein and replacing as follows:


 


“(b)          In addition
to the provisions of subparagraph (a) hereof, HSBC agrees that it will give the Companies at least sixty (60) prior days’ prior
written notice if it is terminating the Forward Contract Facility because HSBC has elected to exit the business of extending precious
metals consignments to the jewelry industry. In the absence of an Event of Default hereunder, ALL FORWARD CONTRACT FACILITY INDEBTEDNESS
AND ALL SUMS OUTSTANDING UNDER THE FORWARD CONTRACT FACILITY SHALL BE DUE AND PAYABLE SIXTY (60) DAYS AFTER HSBC GIVES NOTICE TO THE COMPANIES
THAT IT IS EXITING THE BUSINESS OF EXTENDING PRECIOUS METALS CONSIGNMENTS TO THE JEWELRY INDUSTRY AND, AS RESULT, TERMINATING THE FORWARD
CONTRACT FACILITY.


 


(l)           
Effective as of the date hereof, Paragraph 5.1 of the Consignment Agreement, entitled “Conditions to Consignments,”
is hereby amended by adding a new subsection (i) after subsection (h) therein to read as follows:


 


“(i)           HSBSC
and BMO shall have entered into the Precious Metals Intercreditor Agreement, which shall be satisfactory to HSBC in all respects.”


 


(m)         
Effective as of the date hereof, Paragraph 7.11 of the Consignment Agreement, entitled “Financial Statements,”
is hereby amended in its entirety to read as follows:


 


“7.11       Financial
Statements. No financing statement or agreement is on file in any public office pertaining to or affecting the Consigned Precious
Metal, the BMO Consigned Precious Metal or any Inventory of the Companies, now owned or hereafter acquired, except for financing statements
in favor of HSBC, BMO and the Lender.”


 


(n)          
Effective as of the date hereof, Paragraph 7.19 of the Consignment Agreement, entitled “Memo Inventory,” is
hereby amended in its entirety to read as follows:


 


“7.19        Memo
Inventory. The Companies have not permitted, or suffered, to exist the filing of UCC financing statements by any supplier or consignor
of Precious Metal or Inventory on consignment or memo or supplied to the Companies in order to secure such consignment of, or to perfect
a security interest in, such Inventory, except in favor of HSBC or BMO.”


 






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(o)          
Effective as of the date hereof, Paragraph 8.7 of the Consignment Agreement, entitled “Indebtedness,” is hereby
amended by adding a new subsection (g) after subsection (f) therein to read as follows:


 


“(g)         Indebtedness to
BMO under the BMO Consignment Agreement.”


 


(p)          
Effective as of the date hereof, Paragraph 8.18 of the Consignment Agreement, entitled “Consignments,” is hereby
amended in its entirety to read as follows:


 


“8.18       Consignments.
Not obtain Precious Metal on consignment from any supplier, lender, consignor or financial institution on credit other than normal trade
credit which results in a corresponding account payable on the books of the Companies pursuant to the usual business practices of the
Companies other than Precious Metal on consignment from HSBC and BMO.”


 


(q)         
Effective as of the date hereof, Paragraph 8.20 of the Consignment Agreement, entitled “Precious Metal,” is
hereby amended in its entirety to read as follows:


 


“8.20.      Precious
Metal. At all times:


 


(a)            maintain
Precious Metal in its Inventory so that:


 


		(i)	the Gold in its Inventory which is tracked by weight in the Companies’ records, including in the
Companies’ perpetual inventory system is equal to or greater than the sum of Gold consigned to the Companies by HSBC and BMO plus
customer toll-in Gold;



 


		(ii)	the Silver in its Inventory which is tracked by weight in the Companies’ records, including in the
Companies’ perpetual inventory system is equal to or greater than the sum of Silver consigned to the Companies by HSBC and BMO plus
customer toll-in Silver;



 


		(iii)	the Platinum in its Inventory which is tracked by weight in the Companies’ records, including in
the Companies’ perpetual inventory system is equal to or greater than the sum of Platinum consigned to the Companies by HSBC and
BMO plus customer toll-in Platinum;



 


		(iv)	the Palladium in its Inventory which is tracked by weight in the Companies’ records, including in
the Companies’ perpetual inventory system is equal to or greater than the sum of Palladium consigned to the Companies by HSBC and
BMO plus customer toll-in Palladium;



 






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(b)            defend
the Consigned Precious Metal and BMO Consigned Precious Metal against any claims and demands of any persons (other than HSBC and BMO)
at any time claiming the same or any interest therein; and


 


(c)            maintain
at least ninety percent (90%) of all Consigned Precious Metal and all BMO Consigned Precious Metal at an Approved On-Premises Location.”


 


(r)           
Effective as of the date hereof, the Consignment Agreement is hereby amended by adding a new Paragraph 8.33 to read in its entirety
as follows:


 


“8.33       BMO
Consignment Agreement. Observe, maintain and perform all of the covenants and agreements set forth in the BMO Consignment Agreement,
all of which are fully incorporated herein, are hereby fully restated, shall be fulfilled by the Companies and shall remain in full force
and effect; provide HSBC will all notices that the Companies are required to provide BMO under the BMO Consignment Agreement and immediately
notify HSBC in the event of the occurrence of an event of default under the BMO Consignment Agreement.”


 


(s)          
Effective as of the date hereof, Paragraph 9.1 of the Consignment Agreement is hereby amended by adding a new subsection (n) after
subsection (m) therein to read as follows:


 


“(n)          default
in the payment of, or performance of, or compliance with, any provision of the BMO Consignment Agreement (or any replacement for the BMO
Consignment Agreement), regardless of whether such default is waived by BMO, and such default shall not have been remedied within any
applicable grace period.”


 


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


 


(u)         
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.           
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 have the requisite corporate power and authority to execute, deliver and perform this Amendment.


 






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(b)           The execution, delivery and performance by the Companies 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 any indenture, agreement or other instrument to which either of the Companies
is a party, or by which either of the Companies 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 pursuant to, any such indenture,
agreement or other instrument.


 


(c)           This Amendment and all other agreements executed by the Companies in connection herewith have been duly executed and delivered
by the Companies and constitute legal, valid and binding obligations of the Companies, 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.


 


4.            
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 shall have delivered to HSBC, or caused to be delivered to HSBC, a copy of the Master Bullion Consignment Agreement
by and between the Companies and Bank of Montreal.


 


(c)          
The Companies 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’ obligations
hereunder, together with any other documents required by the terms hereof or thereof, including, without limitation, intercreditor agreements
with PNC Bank, National Association and Bank of Montreal, all of which shall at all times remain in full force and effect.


 


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


 


(e)          
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.


 






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5.            
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 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.


 


6.            
No Defenses. Each Company 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 action previously taken or not taken by HSBC with respect thereto.


 


7.            
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*


 






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IN WITNESS WHEREOF, the parties
have executed this Waiver and Third 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
	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	By: 	/s/ A. Marinaro
	 	Name: 	A. Marinaro
	 	Title: 	V.P.



 


[Signature Page to Third 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: 	Manager
	 	 
	 	QGM, LLC
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	Manager



 


[Signature Page to Third Amendment and Agreement
to Consignment Agreement]


 






     


     


    

 


	 	QG REFINING, LLC
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President/Treasurer
	 	 
	 	J & M GROUP HOLDINGS, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President
	 	 
	 	J & M GROUP HOLDINGS ITALY, INC.
	 	 
	 	By: 	/s/ Michael Langhammer
	 	Name: 	Michael Langhammer
	 	Title: 	President



 


[Signature Page to Third
Amendment and Agreement to Consignment Agreement]