Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement
(this “Agreement”) is dated as of May 19, 2014, by and among Great American Group, Inc., a
Delaware corporation (the “Company”), and each purchaser listed on Annex A hereto (each, including
its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


Recitals


 


A.           The
Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities
and Exchange Commission (the “Commission”) under the Securities Act.


 


B.           Each
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated
in this Agreement, that number of shares of common stock, par value $0.0001 per share (the “Common Stock”),
of the Company, determined as set forth in Section 2.1(a) below (which aggregate number of shares for all Purchasers together shall
be collectively referred to herein as the “Shares” or the “Securities”).


 


C.           On the
Closing Date (as defined below), the parties hereto are executing and delivering a Registration Rights Agreement, substantially
in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant
to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under the
Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.


 


D.           As
of the date of this Agreement, the Company, each of the BRC Companies (as defined below) and certain other parties are executing
and delivering an acquisition agreement, substantially in the form attached hereto as Exhibit B (the “BRC
Acquisition Agreement”), pursuant to which each of the BRC Companies shall, by way of one or more mergers or membership
interest acquisitions, become the wholly owned subsidiary of the Company (such transactions, collectively, the “BRC
Acquisition”).


 


E.           As
of the date of this Agreement, the Company and each of the Founders (as defined below) are executing and delivering a letter agreement
for the satisfaction and discharge of credit documents, substantially in the form attached hereto as Exhibit C (collectively,
the “Founder Repayment Agreements”), pursuant to which the Company shall repay in full certain indebtedness
owed to the Founders as specified in the Founder Repayment Agreements (such indebtedness, the “Founder Indebtedness”).


 


Now,
Therefore, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:


 


Article
1



DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have
the following meanings:


 



    	 



    	 



    

 


“Action”
means any action, suit, proceeding (including any partial proceeding such as a deposition) or governmental investigation pending
or, to the Company’s Knowledge, threatened in writing against the Company or any of its properties or any officer or director
of the Company as of the date hereof acting in his or her capacity as an officer or director of the Company.


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls,
is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144. With
respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment
manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.


 


“BRC Acquisition”
has the meaning set forth in the Recitals.


 


“BRC Acquisition
Agreement” has the meaning set forth in the Recitals.


 


“BRC Companies”
means, collectively, B. Riley and Co. Inc., a Delaware corporation, B. Riley & Co. Holdings, LLC, a Delaware limited liability
company, and Riley Investment Management LLC, a Delaware limited liability company.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“California
Courts” means the state and federal courts sitting in the City of Los Angeles, California.


 


“Certificate
of Sale” has the meaning set forth in Section 4.1(c).


 


“Closing”
means the closing of the purchase by the Purchasers from the Company and sale by the Company to the Purchasers of the Shares pursuant
to this Agreement on the Closing Date.


 


“Closing
Date” means the second (2nd) Trading Day after the date on which the last to be satisfied or waived of
the conditions set forth in Sections 5.1 and 5.2 (other than those to be satisfied at the Closing, but subject to the satisfaction
or waiver of those conditions) shall have been satisfied or waived, or such later date as the Company and the Purchasers of at
least a majority of the Shares to be purchased at the Closing shall mutually agree.


 


“Common
Stock” has the meaning set forth in the Recitals, and also includes any securities into which the Common Stock may
hereafter be reclassified or changed.


 


“Company
Counsel” means Morrison & Foerster LLP.


 


“Company
Deliverables” has the meaning set forth in Section 2.2(a).


 


“Company’s
Knowledge” means with respect to any statement made to the knowledge of the Company, that the statement is based
upon the actual knowledge, after due inquiry, of the officers of the Company who, as of the date hereof, have responsibility for
the matter or matters that are the subject of the statement.


 


“Compliance
Certificate” has the meaning set forth in Section 2.2(a)(vi).


 



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“Control”
(including the terms “controlling”, “controlled” by or “under common
control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Covered
Person” has the meaning set forth in Section 3.1(ii).


 


“Current
Report” has the meaning set forth in Section 4.5.


 


“Disclosure
Materials” has the meaning set forth in Section 3.1(h).


 


“Disclosure
Schedules” has the meaning set forth in Section 3.1.


 


“Disqualification
Event” has the meaning set forth in Section 3.1(ii).


 


“DTC”
has the meaning set forth in Section 4.1(c).


 


“Environmental
Laws” has the meaning set forth in Section 3.1(l).


 


“Escrow
Agent” means U.S. Bank National Association.


 


“Escrow
Agreement” means an escrow agreement, substantially in the form agreed by the parties thereto, by and among the Company,
the Escrow Agent and each Purchaser, pursuant to which the Purchasers shall deposit their respective Subscription Amounts with
the Escrow Agent on or prior to the Closing Date for transfer to the Company at the Closing pursuant to the terms of such escrow
agreement and this Agreement.


 


“Evaluation
Date” has the meaning set forth in Section 3.1(u).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


“Founder
Indebtedness” has the meaning set forth in the Recitals.


 


“Founders”
means, collectively, Andrew Gumaer and Harvey Yellen.


 


“GAAP”
means U.S. generally accepted accounting principles, applied on a consistent basis during the periods involved, except as may be
otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain
all footnotes required by U.S. generally accepted accounting principles.


 


“Indemnified
Person” has the meaning set forth in Section 4.6(b).


 


“Intellectual
Property” has the meaning set forth in Section 3.1(r).


 


“Irrevocable
Transfer Agent Instructions” has the meaning set forth in Section 4.1(d).


 


“Lien”
means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other similar restriction.


 



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“Material
Adverse Effect” means a material adverse effect on the results of operations, assets, business or financial condition
of the Company, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect:
(i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or which are generally
applicable to the industry in which the Company operates provided that such effects are not borne disproportionately by the Company,
or (ii) effects resulting from or relating to the announcement, disclosure or consummation of the sale of the Securities or
other transactions contemplated by this Agreement, the BRC Acquisition Agreement or the Founder Repayment Agreements.


 


“Material
Contract” means any contract of the Company that is required to be or has been filed as an exhibit to the SEC Reports
pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K (including, for purposes hereof, any contracts that
are required to be filed as an exhibit to a Form 10) or that has been entered into and has been or would be required to be disclosed
on a Current Report on Form 8-K.


 


“Material
Permits” has the meaning set forth in Section 3.1(p).


 


“Outside
Date” means June 30, 2014.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Principal
Trading Market” means the Trading Market on which the Common Stock is primarily listed on or quoted for trading,
which, as of the date of this Agreement and the Closing Date, shall be the OTC Bulletin Board.


 


“Purchase
Price” means $0.25 for each one (1) share of Common Stock, as of immediately prior to the Reverse Stock Split.


 


“Purchaser
Deliverables” has the meaning set forth in Section 2.2(b).


 


“Purchaser
Party” has the meaning set forth in Section 4.6(a).


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement
and covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).


 


“Required
Approvals” has the meaning set forth in Section 3.1(e).


 


“Reverse
Stock Split” means the reverse stock split of the Company’s issued and outstanding Common Stock, such that
each twenty (20) issued and outstanding shares of Common Stock immediately prior to such reverse stock split shall combine and
convert into one (1) issued and outstanding share of Common Stock immediately following such reverse stock split and any resulting
fractional shares shall be rounded down to the nearest whole share.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Reports”
has the meaning set forth in Section 3.1(h).


 


“Secretary’s
Certificate” has the meaning set forth in Section 2.2(a)(v).


 



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“Short
Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges,
forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers.


 


“Stock
Certificates” has the meaning set forth in Section 2.1(d).


 


“Subscription
Amount” has the meaning set forth in Section 2.1(a).


 


“Subsidiary”
means any entity in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest.


 


“Trading
Affiliates” has the meaning set forth in Section 3.2(h).


 


“Trading
Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market,
or (ii) if the Common Stock is not listed on its Principal Trading Market, a day on which the Common Stock is quoted and traded
on a Trading Market other than the Principal Trading Market; provided, that in the event that the Common Stock is not listed
or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE-MKT, the Nasdaq Global Select Market, the Nasdaq
Global Market, the Nasdaq Capital Market, the OTC Bulletin Board, or the OTC QB, OTC QX or “pink sheets” tier of the
OTC Market Group, Inc. (or any similar organization or agency succeeding to its functions of reporting prices) on which the Common
Stock is listed or quoted for trading on the date in question.


 


“Transaction
Documents” means this Agreement, the Registration Rights Agreement, the Escrow Agreement, the annexes and exhibits
attached hereto and thereto, the Irrevocable Transfer Agent Instructions and any other documents or agreements executed in connection
with the transactions contemplated hereunder.


 


“Transfer
Agent” means Continental Stock Transfer and Trust Company, or any successor transfer agent for the Company.


 


Article
2



PURCHASE AND SALE


 


2.1           Closing.


 


(a)          Amount.
Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company, such number of Shares equal to: (i) (A) the
aggregate purchase price for such Purchaser, as indicated below such Purchaser’s name on its signature page to this Agreement
(the “Subscription Amount”), divided by (B) the Purchase Price, rounded down to the nearest whole
Share, divided by (ii) such number of shares of Common Stock that will convert and combine into one (1) share of Common Stock
in the Reverse Stock Split, rounded down to the nearest whole Share.


 



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(b)          Minimum
and Maximum Subscription Amount. Notwithstanding anything to the contrary in this Agreement, the aggregate Subscription Amount
to be paid by all Purchasers hereunder shall be (i) at least thirty-four million dollars ($34,000,000), and (ii) no more
than fifty-two million dollars ($52,000,000).


 


(c)          Closing.
The Closing of the purchase and sale of the Shares shall take place at the offices of Company Counsel, 12531 High Bluff Drive,
Suite 100, San Diego, California on the Closing Date or at such other locations or remotely by facsimile transmission or other
electronic means as the parties may mutually agree.


 


(d)          Form
of Payment. On the Closing Date, (i) each Purchaser shall wire (or shall have previously wired) its Subscription Amount,
in United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription
Amount)” below such Purchaser’s name on its signature page hereto by wire transfer to the Escrow Agent, for delivery
to the Company as set forth in the Escrow Agreement, and (ii) the Company shall irrevocably instruct the Transfer Agent, pursuant
to the Irrevocable Transfer Agent Instructions, to deliver to each Purchaser one or more stock certificates (the “Stock
Certificates”), free and clear of all restrictive and other legends except as expressly provided in Section 4.1(b)
hereof, evidencing the number of Shares such Purchaser is purchasing as calculated in accordance with Section 2.1(a) above.


 


2.2           Closing
Deliveries.


 


(a)          On
or prior to the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following (the “Company
Deliverables”):


 


(i)          this
Agreement, duly executed by the Company;


 


(ii)         the
Registration Rights Agreement, duly executed by the Company;


 


(iii)        the
Escrow Agreement, duly executed by the Company;


 


(iv)        a
copy of the duly executed Irrevocable Transfer Agent Instructions delivered to and acknowledged in writing by the Transfer Agent,
relating to the issuance of the Stock Certificates to the Purchasers, each to be registered in the name provided by the applicable
Purchaser as set forth on its signature page hereto, with all original Stock Certificates to be delivered to the respective delivery
addresses provided by the Purchasers on their respective signature page hereto within three (3) Business Days following the
Closing;


 


(v)         a
certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing
Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof
approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities,
(b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying
as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company,
in the form attached hereto as Exhibit D;


 


(vi)        a
certificate (the “Compliance Certificate”), dated as of the Closing Date and signed by the Company’s
Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a)
and (b) in the form attached hereto as Exhibit E; and


 



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(vii)       a
legal opinion of Company Counsel dated as of the Closing Date and addressed to and in a form reasonably acceptable to the Purchasers.


 


(b)          On
or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company and/or the Escrow Agent, as applicable,
the following (the “Purchaser Deliverables”):


 


(i)          to
the Company, this Agreement, duly executed by such Purchaser;


 


(ii)         to
the Company, the Registration Rights Agreement, duly executed by such Purchaser;


 


(iii)        to
the Company and the Escrow Agent, the Escrow Agreement, duly executed by such Purchaser;


 


(iv)        to
the Escrow Agent, its Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to the
account specified in the Escrow Agreement; and


 


(v)         to
the Company, the Accredited Investor Questionnaire in the form attached hereto as Exhibit F, fully completed
and duly executed by such Purchaser.


 


Article
3



REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company. The Company hereby represents and warrants to each of the Purchasers, as of the date hereof
and the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of
such date), that, except as disclosed in the SEC Reports and the disclosure schedules delivered by the Company hereunder (the “Disclosure
Schedules”) and except for the transactions contemplated by this Agreement (including, without limitation, the Reverse
Stock Split, the BRC Acquisition and the repayment of the Founder Indebtedness), which shall be deemed a part hereof and shall
qualify any representations made by the Company herein to the extent of the applicable disclosure:


 


(a)          Subsidiaries.
The Company has no direct or indirect Subsidiaries other than those formed in connection with the BRC Acquisition, which Subsidiaries
have conducted no business or operations other than directly in connection with the BRC Acquisition.


 


(b)          Organization
and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the
State of Delaware, with the requisite corporate power and authority to own or lease and use its properties and assets and to carry
on its business as currently conducted. The Company is not in violation of any of the provisions of its certificate of incorporation
or bylaws. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, would not individually or in the aggregate, reasonably
be expected to have, or result in, a Material Adverse Effect. Each of the Company’s Subsidiaries is an entity duly incorporated
or organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or organization,
with the requisite corporate or limited liability company power and authority to own or lease and use its properties and assets
and to carry on its business as currently conducted. None of the Company’s Subsidiaries is in violation of any of the provisions
of its organizational documents. Each of the Company’s Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may
be, would not individually or in the aggregate, reasonably be expected to have, or result in, a Material Adverse Effect.


 



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(c)          Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares)
have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required
by the Company, its Board of Directors or its stockholders in connection therewith other than in connection with the Required Approvals.
Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company
and is, or when delivered in accordance with the terms hereof, will, constitute the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general application or insofar as indemnification
and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, or other
similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s
Knowledge, between or among any of the Company’s stockholders.


 


(d)          No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the
consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of
the Shares) do not and will not (i) conflict with or violate any provisions of the Company’s certificate of incorporation
or bylaws or otherwise result in a violation of the organizational documents of the Company, (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien
upon any of the properties or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any Material Contract or (iii) subject to the Required Approvals, result
in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company is subject (including federal and state securities laws and regulations and the rules and regulations,
assuming the correctness of the representations and warranties made by the Purchasers in Sections 3.2(c) through (h) herein, of
any self-regulatory organization to which the Company or its securities are subject, including all applicable Trading Markets),
or by which any property or asset of the Company is bound or affected), except in the case of clause (ii) and clause (iii) such
as would not individually or in the aggregate, reasonably be expected to have, or result in, a Material Adverse Effect.


 


(e)          Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including the issuance
of the Securities), other than (i) the filing with the Commission of one or more Registration Statements in accordance with
the requirements of the Registration Rights Agreement, (ii) filings required by applicable state securities laws, (iii) the
filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the
filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and
the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (v) the
filings required in accordance with Section 4.5 of this Agreement and (vi) those that have been made or obtained prior
to the date of this Agreement (collectively, the “Required Approvals”).


 



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(f)          Issuance
of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction
Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens suffered or permitted
by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities
laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of
the Purchasers in Sections 3.2(c) through (h) herein, the Shares will be issued in compliance with all applicable federal and state
securities laws.


 


(g)          Capitalization.
The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company
(whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been
set forth in the SEC Reports and, as of the date of this Agreement, has changed since the date set forth in the most recently filed
of the SEC Reports only to reflect stock option exercises and warrant exercises. All of the outstanding shares of capital stock
of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material
respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. Except as set forth in the
SEC Reports: (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights
or any Liens suffered or permitted by the Company; (ii) except for the Transaction Documents or the BRC Acquisition Agreement
or as a result of the performance by the Company of the transactions contemplated thereby, there are no outstanding options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings
or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company; (iii) except for the Founder
Repayment Agreements, there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing indebtedness of the Company or by which the Company is or may become bound; (iv) there
are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection
with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of
any of their securities under the Securities Act (except the Registration Rights Agreement); (vi) there are no outstanding
securities or instruments of the Company or which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (vii) there
are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities;
(viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Reports (including,
for purposes hereof, any liabilities that are required to be disclosed in a Form 10) but not so disclosed in the SEC Reports, other
than those incurred in the ordinary course of the Company’s businesses and which, individually or in the aggregate, do not
or would not reasonably be expected to have or result in a Material Adverse Effect.


 



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(h)          SEC
Reports. The Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed
by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding and
including the date hereof (or such shorter period as the Company was required by law or regulation to file or furnish such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Reports” and together with this Agreement, including the Disclosure Schedules
hereto, the other Transaction Documents and certain disclosure materials prepared for the purpose of the transactions contemplated
hereby and provided to each of the Purchasers prior to the date hereof, the “Disclosure Materials”),
on a timely basis or has received a valid extension of such time of filing or furnishing and has filed or furnished any such SEC
Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act or the Exchange Act, as applicable.


 


(i)          Financial
Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial
position of the Company and its consolidated Subsidiaries taken as a whole as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.


 


(j)          Tax
Matters. The Company (i) has prepared and filed all foreign, federal and state income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those
being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has
set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which
such returns, reports or declarations apply, except where the failure to so pay or file or set aside provisions for any such tax,
assessment, charge or return would not individually or in the aggregate, reasonably be expected to have, or result in, a Material
Adverse Effect.


 


(k)          Material
Changes. Since the date of the latest financial statements included within the SEC Reports, except for the transactions contemplated
by this Agreement (including the issuance of the Securities, the Reverse Stock Split, the BRC Acquisition and the repayment of
the Founder Indebtedness) and except as specifically disclosed in the SEC Reports (i) there have been no events, occurrences
or developments that have had or would reasonably be expected to have, or result in, a Material Adverse Effect, (ii) the Company
has not incurred any material liabilities other than (A) trade payables, accrued expenses and other liabilities incurred in
the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or to be disclosed in filings made with the Commission, (iii) the Company has not materially
altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued
to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate,
except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive
and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment
to, or any waiver of any material right under, any Material Contract under which the Company or any of its assets is bound or subject.
Except for the transactions contemplated by this Agreement (including the issuance of the Securities, the Reverse Stock Split,
the BRC Acquisition and the repayment of the Founder Indebtedness), no event, liability or development has occurred or exists with
respect to the Company or its business, properties, operations or financial condition that would be required to be disclosed by
the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the
SEC Reports.


 



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(l)          Environmental
Matters. To the Company’s Knowledge, the Company (i) is not in violation of any statute, rule, regulation, decision
or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous
or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances
(collectively, “Environmental Laws”), (ii) does not own or operate any real property contaminated
with any substance that is in violation of any Environmental Laws, (iii) is not liable for any off-site disposal or contamination
pursuant to any Environmental Laws, and (iv) is not subject to any claim relating to any Environmental Laws; which violation,
contamination, liability or claim has had or would reasonably be expected to have, or result in, a Material Adverse Effect; and
there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.


 


(m)          Litigation.
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities, or (iv) would reasonably be expected to, if there were an unfavorable decision, have or result
in a Material Adverse Effect. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company under the Exchange Act or the Securities Act.


 


(n)          Employment
Matters. No material labor dispute exists or, to the Company’s Knowledge, is imminent with respect to any of the employees
of the Company which would reasonably be expected to have, or result in, a Material Adverse Effect. None of the Company’s
employees is a member of a union that relates to such employee’s relationship with the Company, and the Company is not a
party to a collective bargaining agreement, and the Company believes that its relationship with its employees is good.


 


(o)          Compliance.
The Company (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the Company), nor has the Company received written notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other Material Contract
(whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator
or governmental body having jurisdiction over the Company or its properties or assets and (iii) is not and has not been in
violation of, or in receipt of notice that it is in violation of, any statute, rule or regulation of any governmental authority
applicable to the Company, except in each of (i), (ii) and (iii) as would not, individually or in the aggregate, reasonably be
expected to have, or result in, a Material Adverse Effect.


 


(p)          Regulatory
Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local
or foreign regulatory authorities necessary to conduct its business as described in the SEC Reports, except where the failure to
possess such permits has not had and would not reasonably be expected to have, or result in, a Material Adverse Effect (“Material
Permits”), and (i) the Company has not received any notice of proceedings relating to the revocation or modification
of any such Material Permits and (ii) the Company has no Knowledge of any facts or circumstances that the Company would reasonably
expect to give rise to the revocation or modification of any Material Permits.


 



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(q)          Title
to Assets. The Company does not own any real property. The Company has good and marketable title to all tangible personal property
owned by it which is material to the business of the Company, in each case free and clear of all Liens except such as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and except for Liens for the payment of federal, state or other taxes for which appropriate reserves have been made
in accordance with GAAP and the payment of which is not delinquent or subject to penalties. Any real property and facilities held
under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material
and do not interfere with the use made of such property and buildings by the Company.


 


(r)          Intellectual
Property. The Company or its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents,
patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions,
trade secrets, technology and other proprietary rights and processes (collectively, the “Intellectual Property”)
necessary for the conduct of its businesses as now conducted and which the failure to so own, possess, license or have other rights
to use would not reasonably be expected to have, or result in, a Material Adverse Effect. Except where any such violations or infringements
would not reasonably be expected to have, or result in, a Material Adverse Effect, (i) the Company’s or its Subsidiaries’
use of any such Intellectual Property in the conduct of its business as presently conducted does not infringe upon the rights of
any third parties; (ii) to the Company’s Knowledge, there is no infringement by third parties of any such Intellectual
Property; (iii) there is no pending or, to the Company’s Knowledge, threatened Action challenging the Company’s
rights in or to any such Intellectual Property; (iv) there is no pending or, to the Company’s Knowledge, threatened
Action challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or, to the Company’s
Knowledge, threatened Action that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or
other proprietary rights of others.


 


(s)          Insurance.
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as
the Company believes to be prudent in the businesses and locations in which the Company is engaged. The Company has not received
any notice of cancellation of any such insurance, nor does the Company have any Knowledge that it will be unable to renew its existing
insurance coverage for the Company as and when such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business without a significant increase in cost.


 


(t)          Transactions
With Affiliates and Employees. None of the officers or directors of the Company and, to the Company’s Knowledge, none
of the employees of the Company, is presently a party to any transaction with the Company or to a presently contemplated transaction
(other than for services as employees, officers and directors) that would be required to be disclosed pursuant to Item 404
of Regulation S-K promulgated under the Securities Act, except as contemplated by the Transaction Documents, the BRC Acquisition
Agreement, the Founder Repayment Agreements or set forth in the SEC Reports.


 


(u)          Internal
Accounting Controls. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and
procedures of the Company as of the end of the period covered by the most recently filed periodic report under the Exchange Act
(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report
under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control
over financial reporting (as such term is defined in the Exchange Act) of the Company that have adversely materially affected,
or are reasonably likely to adversely materially affect, the internal control over financial reporting of the Company.


 


(v)         Sarbanes-Oxley;
Disclosure Controls. The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley
Act of 2002 which are applicable to it.


 



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(w)          Certain
Fees. No person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Company. The Company shall indemnify, pay, and hold each Purchaser harmless
against, any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising
in connection with any such right, interest or claim.


 


(x)          Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Sections 3.2(c) though
(h) herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the
Purchasers under the Transaction Documents.


 


(y)          Registration
Rights. Other than each of the Purchasers, no Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company other than those securities which are currently registered on an effective registration
statement on file with the Commission.


 


(z)          No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
“general solicitation” or “general advertising” (as those terms are used in Regulation D) in connection
with the offer or sale of any of the Securities.


 


(aa)         No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Sections 3.2(c)
through (h) herein, neither the Company nor any Person acting on its behalf has, directly or indirectly, at any time within the
past six (6) months, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances
that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities
Act in connection with the offer and sale by the Company of the Securities as contemplated hereby or (ii) cause the offering
of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any
applicable law, regulation or shareholder approval provisions, including, without limitation, under the rules and regulations of
any Trading Market on which any of the securities of the Company are listed or designated.


 


(bb)         Listing
and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act,
and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act nor has the
Company received any notification that the Commission is contemplating terminating such registration.


 


(cc)         Investment
Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(dd)         Application
of Takeover Protections; Rights Agreements. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable now and in the future any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s organizational documents
or the laws of the State of Delaware (including but not limited to Section 203 of the Delaware General Corporate Law) that is or
could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling
their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s
issuance of the Securities and the Purchasers’ ownership of the Securities. The Company has not adopted a stockholder rights
plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.


 



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(ee)         Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated
or other off balance sheet entity that is required to be disclosed by the Company in its SEC Reports (including, for purposes hereof,
any that are required to be disclosed in a Form 10) and is not so disclosed or that otherwise would reasonably be expected to have,
or result in, a Material Adverse Effect.


 


(ff)         Acknowledgment
Regarding the Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is
acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice
given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.


 


(gg)         Foreign
Corrupt Practices. Neither the Company, nor to the Company’s Knowledge, any agent or other person acting on behalf of
the Company, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation
of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(hh)         Independent
Nature of Purchasers. The Company acknowledges that the obligations of each Purchaser under the Transaction Documents are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under the Transaction Documents. The Company acknowledges that each Purchaser shall be
entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement
or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose.


 


(ii)         No
Disqualification Event. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s Knowledge, any
Person, with respect to the Company, listed in the first paragraph of Rule 506(d)(1) (a “Covered Person”).
The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event.


 


(jj)         DTC
Eligibility. The Company’s Transfer Agent is a participant in and the Common Stock is eligible for transfer pursuant
to the Depository Trust Company Fast Automated Securities Transfer Program.


 


(kk)         No
Additional Agreements. The Company does not have any agreement or understanding with any Purchaser with respect to the transactions
contemplated by the Transaction Documents other than as specifically specified in the Transaction Documents. The Company further
acknowledges and agrees that such agreements or understandings shall not modify, amend or affect such Purchaser’s right to
rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained
in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.


 



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3.2           Representations
and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows:


 


(a)          Organization;
Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the corporate, partnership, limited liability company or other similar power and authority, or is a natural
person with the legal capacity, in each case requisite to enter into and to consummate the transactions contemplated by the Transaction
Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and
performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate,
partnership, limited liability company or other applicable like action on the part of such Purchaser. Each Transaction Document
to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable
principles of general application or insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)          No
Conflicts. The execution, delivery and performance by such Purchaser of the Transaction Documents to which it is a party and
the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which such Purchaser is a party or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser,
except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not,
individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to
perform its obligations hereunder.


 


(c)          Investment
Intent. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to, or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities laws, provided, however, that by making the representations herein, such Purchaser does
not agree to hold any of the Securities for any minimum period of time and reserves the right, subject to the provisions of this
Agreement and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities
pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance
with applicable federal and state securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary course
of its business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any
Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to or
through any person or entity; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an
entity engaged in a business that would require it to be so registered as a broker-dealer.


 



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(d)          Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, an “accredited investor”
as defined in Rule 501(a) under the Securities Act.


 


(e)          General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general advertisement.


 


(f)          Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(g)          Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been
afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and its respective financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain
such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted
by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right
to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties
contained in the Transaction Documents (as qualified by the Disclosure Materials). Such Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.


 


(h)          Certain
Trading Activities. Other than with respect to the transactions contemplated herein, since the time that such Purchaser was
first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor, to
the knowledge of such Purchaser, any Affiliate of such Purchaser which (i) had knowledge of the transactions contemplated
hereby, (ii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning
such Purchaser’s investments, including in respect of the Securities and (iii) is subject to such Purchaser’s
review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”)
has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading
Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short
Sales involving the Company’s securities). Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate
that is, individually or collectively, a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of such Purchaser’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s or Trading Affiliate’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager(s) that
have knowledge about the financing transaction contemplated by this Agreement. Other than to other Persons party to this Agreement,
such Purchaser has maintained the confidentiality of all disclosures made to it in connection with the transactions contemplated
hereby (including the existence and terms of such transactions). Notwithstanding the foregoing, and except as otherwise provided
in Section 4.9, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales
in the securities of the Company after the effectiveness of the Registration Statement as described in Section 4.9.


 



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(i)          Brokers
and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of such Purchaser.


 


(j)          Independent
Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant
to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business
and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials
presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal,
tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has
deemed necessary or appropriate in connection with its purchase of the Securities.


 


(k)          Reliance
on Exemptions. Such Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(l)            No
Governmental Review. Such Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(m)          Regulation M.
Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common
Stock and other activities with respect to the Common Stock by the Purchasers.


 


(n)          Residency.
Such Purchaser’s principal executive offices are in the jurisdiction set forth immediately below such Purchaser’s name
on the applicable signature page attached hereto.


 


(o)          Trading
Market. Such Purchaser acknowledges that the Securities are quoted over-the-counter, and that no securities issued by the Company
are listed on a national securities exchange.


 


3.3           No
Other Representations. The Company and each of the Purchasers acknowledge and agree that no party to this Agreement has made
or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set
forth in this Article III and the Transaction Documents.


 



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Article
4



OTHER AGREEMENTS OF THE PARTIES


 


4.1           Transfer
Restrictions.


 


(a)          Compliance
with Laws. Notwithstanding any other provision of the Transaction Documents, each Purchaser covenants that the Securities may
be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities
Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities
other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) to an Affiliate of a
Purchaser, (iv) pursuant to Rule 144 (provided that the Purchaser provides the Company with reasonable assurances
(in the form of seller and broker representation letters) that the securities may be sold pursuant to such rule) or Rule 144A,
(v) pursuant to Rule 144 without the requirement that the Company be in compliance with the current public information requirements
of Rule 144 and without other restriction following the applicable holding period or (vi) in connection with a bona fide pledge,
the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer,
any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser
under this Agreement and the Registration Rights Agreement.


 


(b)          Legends.
Certificates evidencing the Securities shall bear any legend as required by the “Blue Sky” laws of any state and a
restrictive legend in substantially the following form until such time as they are not required under Section 4.1(c) (and
a stock transfer order may be placed against transfer of the certificates for the Securities):


 


THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.


 


In addition, if any
Purchaser is an Affiliate of the Company, certificates evidencing the Securities issued to such Purchaser shall bear a customary
“affiliates” legend.


 


(c)          Removal
of Legends. Subject to the Company’s right to request an opinion of counsel as set forth in Section 4.1(a), the legend
set forth in Section 4.1(b) above shall be removable and the Company shall issue or cause to be issued a certificate without
such legend or any other legend (except for any “affiliates” legend as set forth in Section 4.1(b)) to the holder
of the applicable Shares or issue or cause to be issued to such holder by electronic delivery at the applicable balance account
at The Depository Trust Company (“DTC”) as provided in this Section 4.1(c), if (i) such Securities
are sold pursuant to an effective Registration Statement (and while such Registration Statement is effective) and the Purchaser
has delivered a signed and completed Certificate of Subsequent Sale in substantially the form of Exhibit G attached
hereto (the “Certificate of Sale”) with respect to such Securities, (ii) such Securities are sold
or transferred in compliance with Rule 144, including without limitation in compliance with the current public information
requirements of Rule 144 if applicable to the Company at the time of such sale or transfer, and the holder and its broker have
delivered customary documents reasonably requested by the Transfer Agent and/or counsel to the Company in connection with such
sale or transfer, or (iii) such Securities are eligible for sale under Rule 144 without the requirement that the Company be in
compliance with the current public information requirements of Rule 144 and without other restriction and counsel to the Company
has provided written confirmation of such eligibility to the Transfer Agent (and the Company shall so direct its counsel to provide
such confirmation). Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the removal
of such legend shall be borne by the Company. Following such time as a legend is no longer required for certain Securities, the
Company will no later than three (3) Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent
(with concurrent notice and delivery of copies to the Company) of a legended certificate representing such Shares (endorsed or
with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, and
together with such other customary documents as the Transfer Agent and/or counsel to the Company shall reasonably request), deliver
or cause to be delivered to the transferee of such Purchaser or such Purchaser, as applicable, a certificate representing such
Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Shares subject
to legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers, as applicable, by crediting the account
of the transferee’s Purchaser’s prime broker with DTC.


 



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(d)          Irrevocable
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its Transfer Agent, and any subsequent Transfer
Agent, in the form of Exhibit H attached hereto (the “Irrevocable Transfer Agent Instructions”).
The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions or instructions
consistent therewith or otherwise contemplated hereby or thereby or by the other Transaction Documents or such other documents
as the Transfer Agent may request in connection with any such instructions will be given by the Company to its Transfer Agent in
connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in and subject to the terms of this Agreement, the other Transaction Documents and applicable
law.


 


(e)          Acknowledgement.
Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Shares or any interest therein without complying with the requirements of the Securities Act. While the Registration
Statement remains effective, each Purchaser hereunder may sell the Shares in accordance with the plan of distribution contained
in the Registration Statement and, if it does so, it will comply therewith and with the related prospectus delivery requirements
unless an exemption therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if
it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares is not
effective or that the prospectus included in such Registration Statement no longer complies with the requirements of Section 10
of the Securities Act, the Purchaser will refrain from selling such Shares until such time as the Purchaser is notified by the
Company that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act,
unless such Purchaser is able to, and does, sell such Shares pursuant to an available exemption from the registration requirements
of Section 5 of the Securities Act. Each Purchaser acknowledges that the delivery of the Irrevocable Transfer Agent Instructions
and any removal of any legends from certificates representing the Shares as set forth in this Section 4.1 is predicated on
the Company’s reliance upon the Purchaser’s acknowledgement in this Section 4.1(e).


 


4.2           Furnishing
of Information. In order to enable the Purchasers to sell the Securities under Rule 144 of the Securities Act, the Company
shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to
be filed by the Company after the date hereof pursuant to the Exchange Act, and the Company shall not terminate its status as an
issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no
longer require or would otherwise permit such termination.


 



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4.3           Form D
and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D
and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The Company shall take
such action as the Company shall reasonably determine is necessary in order to qualify the Securities for sale to the Purchasers
at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United
States (or to obtain an exemption from such qualification), which, subject to the accuracy of the Company’s and the Purchaser’s
representations and warranties set forth herein, shall consist of the submission of all filings and reports relating to the offer
and sale of the Securities pursuant to Rule 506 of Regulation D required under applicable securities or “Blue Sky”
laws of the states of the United States following the Closing Date, and shall provide evidence of any such action so taken to the
Purchasers who request in writing such evidence.


 


4.4           No
Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that the Affiliates of the
Company shall not, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with
the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require
shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing
of such subsequent transaction.


 


4.5           Securities
Laws Disclosure; Publicity. Not later than 9:00 a.m. New York City time on the first Business Day following the date hereof,
the Company will file with the Commission a Current Report on Form 8-K (the “Current Report”) describing
the terms of the Transaction Documents, the BRC Acquisition, the Founder Repayment Agreements and the Reverse Stock Split.


 


4.6           Indemnification.


 


(a)          Indemnification
of the Purchasers. In addition to the indemnity provided in the Registration Rights Agreement, subject to this Section 4.6,
the Company will defend, protect and indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners,
employees, direct or indirect investors and agents (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,
members, partners, employees or direct or indirect investors (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, a “Purchaser
Party”) harmless from any and all actions, causes of action, suits, claims, costs, penalties, fees, losses, liabilities,
deficiencies or damages incurred by a Purchaser Party, including all reasonable attorneys’ fees and costs that any such Purchaser
Party may incur, that are as a result of, or arising out of, or relating to (a) the Company’s breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, or (b) any
cause of action, suit or claim brought or made against such Purchaser Party by a third party (including for these purposes a derivative
action brought on behalf of the Company or any Subsidiary) and arising out of or resulting from (i) the Company’s execution,
delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction by the Company financed or
to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any
disclosure properly made by such Purchaser pursuant to Section 4.9(b) or (iv) the status of such Purchaser or holder
of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the
extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding
the foregoing, the Company will not be liable to any Purchaser Party under this Agreement to the extent that a loss, damage or
liability is attributable to such Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by such Purchaser Party in this Agreement or in the other Transaction Documents.


 



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(b)          Conduct
of Indemnification Proceedings. Promptly after receipt by any Person (the “Indemnified Person”)
of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding
or investigation in respect of which indemnity may be sought pursuant to Section 4.6(a), such Indemnified Person shall promptly
notify the Company in writing and the Company shall have the right to assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Person and the assumption of the payment of all fees and expenses; provided, however,
that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder
except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention
of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ counsel
reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such
Indemnified Person and counsel to the Company, representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them, in which case the Company shall be responsible for the reasonable fees and
expenses of no more than one such separate counsel. The Company shall not be liable for any settlement of any proceeding effected
without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written
consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the Company shall
not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party, unless
such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.


 


4.7           Listing
of Securities. In the time and manner as may be required by the Principal Trading Market, if applicable, the Company shall
prepare and file with such Trading Market any additional shares listing application that may be required by such Trading Market
covering all of the Shares and shall use its commercially reasonable efforts to take all steps necessary to maintain, so long as
any other shares of Common Stock shall be so listed, such listing.


 


4.8           Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder (i) first, to repay the
Founder Indebtedness pursuant to the Founder Repayment Agreements, and (ii) second, for working capital and general corporate
purposes.


 



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4.9           Disclosure
of Material Information; Dispositions and Confidentiality After The Date Hereof.


 


(a)          Each
Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any of its Trading Affiliates nor
any other Person acting on its behalf of pursuant to any understanding with it will effect or agree to effect any transactions
in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) during
the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the Current Report. Each Purchaser, severally and not jointly with the other Purchasers,
covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant
to the Current Report, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the
information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, in the case of a
Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Purchaser’s assets, the covenants set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.
The Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby
that it will not engage in transactions in any securities of the Company after the time that the transactions contemplated by this
Agreement are first publicly announced pursuant to the Current Report, (ii) no Purchaser shall be restricted or prohibited
hereby from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Current Report
and (iii) except as expressly set forth in the Transaction Documents or another agreement with the Company, no Purchaser that
is not, as of the date of this Agreement or hereafter, an employee of the Company or any of the BRC Companies shall have any duty
of confidentiality to the Company or its Subsidiaries after the issuance of the Current Report.


 


(b)          The
Company covenants and agrees that neither it nor any other person or entity acting on its behalf will provide any Purchaser or
its agents or counsel with any information that the Company believes constitutes material, non-public information, unless prior
thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities
of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or
their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction
Documents, the Company shall publicly disclose any material, non-public information that is disclosed in breach of this Section 4.9(b)
in a Current Report on Form 8-K within one (1) Business Day following the date that it discloses such information to any Purchaser
or such earlier time as may be required by Regulation FD promulgated under the Securities Act or other applicable law. Notwithstanding
the foregoing, this Section 4.9(b) shall not apply to (i) any Purchaser that is, as of the date of this Agreement or hereafter,
an employee of the Company or any of the BRC Companies, or (ii) any material, non-public information that is disclosed by
the Company to the Purchasers prior to the public announcement thereof in compliance with the provisions of the Registration Rights
Agreement.


 


(c)          No
Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the
Company deliberately disclosed to such Purchaser in breach of Section 4.9(b) (whether or not the Company files a Current Report
on Form 8-K as provided in Section 4.9(b)), (ii) the fact that any Purchaser has exercised any of its rights and/or remedies
under the Transaction Documents or (iii) any information obtained by any Purchaser as a result of exercising any of its rights
and/or remedies under the Transaction Documents. In addition, no Purchaser shall be deemed to be in breach of any duty to the Company
and/or to have misappropriated any non-public information of the Company if such Purchaser engages in transactions of securities
of the Company, including, without limitation, any hedging transactions, Short Sales or any derivative transactions based on securities
of the Company while in possession of such non-public information. Notwithstanding the foregoing, this Section 4.9(b) shall not
apply to (i) any Purchaser that is, as of the date of this Agreement or hereafter, an employee of the Company or any of the
BRC Companies, or (ii) any non-public information that is disclosed by the Company to the Purchasers prior to the public announcement
thereof in compliance with the provisions of the Registration Rights Agreement.


 


(d)          Any
Current Report on Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 4.9(b) shall be subject
to prior review and comment by the applicable Purchasers.


 



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(e)          From
and after the filing of the Current Report pursuant to Section 4.5 with the Commission, no Purchaser shall be in possession of
any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors,
employees or agents that is not disclosed in such Current Report filed pursuant to Section 4.5.


 


4.10         Pledge
of Securities. The Company acknowledges and agrees that the Securities may be pledged by the Purchasers in connection with
a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Purchasers shall not be required
to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any
other Transaction Document. The Company, at the applicable Purchaser’s expense hereby agrees to execute and deliver such
documentation as the Purchasers may reasonably request in connection with a pledge of the Securities by the Purchasers.


 


4.11         Conduct
of Business. The business of the Company and the Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any governmental entity, except where such violations would not reasonable be expected to result, either individually
or in the aggregate, in a Material Adverse Effect.


 


4.12         Amendment
to BRC Acquisition Agreement and Founder Repayment Agreements. The Company shall not, and shall cause its Subsidiaries not
to, (i) amend any provision of the BRC Acquisition Agreement without written notice thereof to the Purchasers within one (1)
Business Day after the date of such amendment, or (ii) materially amend the BRC Acquisition Agreement or amend any provision
of any Founder Repayment Agreement without the prior written consent of Purchasers holding or having the right to acquire at least
a majority of the Shares to be purchased at the Closing or then outstanding; provided that any consent provided pursuant
to clause (ii) of this Section 4.12 shall include the prior written consent of the following Purchasers: Elliott Associates,
L.P. and Elliott International, L.P.


 


4.13         Notice
of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing, of (i) any Disqualification
Event relating to any Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Covered Person.


 


Article
5



CONDITIONS PRECEDENT TO CLOSING


 


5.1           Conditions
Precedent to the Obligations of the Purchasers to Purchase Securities at the Closing. The obligation of each Purchaser to acquire
Securities at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date,
of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):


 


(a)          Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material
respects (except for those representations and warranties which are qualified as to materiality, in which case such representations
and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date, as though made on
and as of such date, except for such representations and warranties that speak as of a different specified date.


 



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(b)          Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.


 


(c)          No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


 


(d)          Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary
for consummation of the purchase and sale of the Securities at the Closing (including all Required Approvals, except for those
set forth in clauses (i), (ii), (iii) and (v) of Section 3.1(e), which may be obtained after the Closing), all of which shall
be and remain so long as necessary in full force and effect.


 


(e)          No
Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been
commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary
or any Purchaser, or any of the officers, directors or affiliates of the Company or any Subsidiary or any Purchaser seeking to
restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.


 


(f)          No
Suspensions of Trading in Common Stock. From the date hereof to the Closing Date, trading in the Common Stock shall not have
been suspended by the Commission or the Principal Trading Market.


 


(g)          Company
Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).


 


(h)          Escrow
Agreement. The Escrow Agent shall have duly executed and delivered the Escrow Agreement.


 


(i)          Completion
of Reverse Stock Split. The Reverse Stock Split shall have been completed.


 


(j)          Minimum
and Maximum Subscription Amount. At the Closing, the Company shall raise gross proceeds pursuant to the issuance and sale of
Shares under this Agreement of (i) at least thirty-four million dollars ($34,000,000), and (ii) no more than fifty-two
million dollars ($52,000,000).


 


(k)          Founder
Indebtedness. The Founder Repayment Agreements shall have been executed and delivered by the Company and each of the Founders
and shall not have been terminated or amended and all conditions to the consummation of the transactions contemplated thereby (except
solely for the payment of the Founder Indebtedness, which shall be made after the Closing in accordance with the provisions of
the Founder Repayment Agreements) shall have been satisfied or waived.


 


(l)          BRC
Acquisition. The BRC Acquisition Agreement shall have been executed and delivered by the Company, each of the BRC Companies
and each of the other parties thereto and shall not have been terminated or amended in contravention of Section 4.12 of this
Agreement.


 


(m)          Termination.
This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.17 herein.


 



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5.2           Conditions
Precedent to the Obligations of the Company to sell Securities at the Closing. The Company’s obligation to sell and issue
the Securities to each Purchaser at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to
the Closing Date of the following conditions, any of which may be waived by the Company:


 


(a)          Representations
and Warranties. The representations and warranties made by such Purchaser in Section 3.2 hereof shall be true and correct
in all material respects (except for those representations and warranties which are qualified as to materiality, in which case
such representations and warranties shall be true and correct in all respects) as of the date when made, and as of the Closing
Date as though made on and as of such date, except for representations and warranties that speak as of a different specified date.


 


(b)          Performance.
Such Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Closing
Date.


 


(c)          No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.


 


(d)          Purchaser
Deliverables. Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).


 


(e)          Escrow
Agreement. The Escrow Agent shall have duly executed and delivered the Escrow Agreement.


 


(f)          Completion
of the Reverse Stock Split. The Reverse Stock Split shall have been completed.


 


(g)          Minimum
and Maximum Subscription Amount. At the Closing, the Company shall raise gross proceeds pursuant to the issuance and sale of
Shares under this Agreement of (i) at least thirty-four million dollars ($34,000,000), and (ii) no more than fifty-two
million dollars ($52,000,000).


 


(h)          Founder
Indebtedness. The Founder Repayment Agreements shall have been executed and delivered by each of the Founders and shall not
have been terminated and all conditions to the consummation of the transactions contemplated thereby (except solely for the payment
of the Founder Indebtedness, which shall be made after the Closing in accordance with the provisions of the Founder Repayment Agreements)
shall have been satisfied or waived.


 


(i)          BRC
Acquisition. The BRC Acquisition Agreement shall have been executed and delivered by, each of the BRC Companies and each of
the other parties thereto and shall not have been terminated.


 


(j)          Material
Adverse Effect. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably
would be expected to have or result in a Material Adverse Effect.


 


(k)          Termination.
This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.17 herein.


 



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Article
6



MISCELLANEOUS


 


6.1           Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, the Company and the Purchasers shall
each pay the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party in connection with the negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the sale and issuance
of the Securities to the Purchasers. Notwithstanding the foregoing, at the Closing, the Company shall reimburse each Purchaser
whose Subscription Amount hereunder is $9,500,000 or more the non-accountable sum of $15,000 for its legal fees and expenses, which
amount shall be withheld by each such Purchaser from its Subscription Amount delivered at the Closing; provided, that for
the purposes of the reimbursement pursuant to this Section 6.1 only, Purchasers who are Affiliates of each other shall be
treated as a single Purchaser for both the calculation of the aggregate Subscription Amount and the payment of the reimbursement.


 


6.2           Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter thereof and supersede all prior agreements, understandings, discussions and representations,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver
to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties
under the Transaction Documents.


 


6.3           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number
specified in this Section prior to 5:00 p.m., New York City time, on a Trading Day, (b) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation
of successful transmission) at the facsimile number specified in this Section on a day that is not a Trading Day or later than
5:00 p.m., New York City time, on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as follows (or such other address as may
be designated in writing hereafter, in the manner set forth in this Section 6.3, by the applicable Person):


 


		If to the Company:	Great American Group, Inc.



21860 Burbank Boulevard, Suite 300
South


Woodland Hills, California 91367


Telephone No.: (818) 884-3737


Facsimile No.: (818) 884-2976


Attention: Chief Executive Officer


 


		With a copy to:	Morrison & Foerster LLP



12531 High Bluff Drive, Suite 100


San Diego, California 92130


Telephone No.: (858) 720-5100


Facsimile No.: (858) 523-5941


Attention: Scott M. Stanton


 



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		If to a Purchaser:	To the address set forth under such Purchaser’s
name on its signature page hereof



 


6.4           Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchasers holding or having the right to acquire at least a majority
of the Shares to be purchased at the Closing or then outstanding or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. Notwithstanding the foregoing, if any Purchaser is materially adversely affected by such
waiver or amendment, such waiver or amendment shall not be effective without the written consent of the adversely affected Purchaser.
No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of
any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.


 


6.5           Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as
if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any of the Transaction Documents.


 


6.6           Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors
and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior
written consent of the Purchasers (other than by merger or consolidation or to an entity which acquires the Company, including
by way of acquiring all or substantially all of the Company’s assets). Any Purchaser may assign its rights hereunder in whole
or in part to any Person to whom such Purchaser assigns or transfers any Securities in compliance with the Transaction Documents
and applicable law, provided such transferee shall agree in writing to be bound, with respect to the transferred Securities, by
the terms and conditions of this Agreement that apply to the “Purchasers”.


 


6.7           No
Third-Party Beneficiaries. Except as otherwise set forth in this Agreement, this Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person.


 



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6.8           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of
conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its
respective Affiliates, employees or agents) shall be commenced exclusively in the California Courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the California Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject
to the jurisdiction of any such California Court, or that such proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


6.9           Survival.
The representations and warranties and all agreements and covenants of any party contained herein shall survive for the applicable
statute of limitations.


 


6.10         Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


6.11         Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor and achieves that same or substantially
the same effect or result, and upon so agreeing, shall incorporate such substitute provision in this Agreement.


 


6.12         Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer
Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that
fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith,
and shall in no event be required to post any bond in connection therewith. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities.
If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation thereof, the Company may
require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


6.13         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, each of the Purchasers and the Company
will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree
to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary
restraining order) the defense that a remedy at law would be adequate.


 



    	28



    	 



    

 


6.14         Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


6.15         Adjustments
in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common
Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares
of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, other than as contemplated
hereby in connection with the Reverse Stock Split, each reference in any Transaction Document to a number of shares or a price
per share shall be deemed to be amended to appropriately account for such event.


 


6.16         Independent
Nature of the Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under any Transaction Document. The decision of each Purchaser to purchase Securities
pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser and independently of
any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results
of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Purchaser
or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability
to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions.
Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent
for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser
in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Purchaser
shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose. The Company’s obligations to each Purchaser under this Agreement and the other
Transaction Documents are identical to its obligations to each other Purchaser other than such differences resulting solely from
the number of Securities purchased by such Purchaser.


 


6.17         Termination.
This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to the Closing by either the
Company or any Purchaser (with respect to itself only), upon written notice to the other, if the Closing has not been consummated
on or prior to 5:00 p.m., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement
under this Section 6.17 shall not be available to any Person whose failure to comply with its obligations under this Agreement
has been the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 6.17
shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement
or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its
obligations under this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section, the
Company shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section, the Company and
the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to the
other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom.


 



    	29



    	 



    

 


6.18         Waiver
of Conflicts. Each Purchaser acknowledges that: (a) it has read this Agreement; (b) it has been represented in the preparation,
negotiation and execution of this Agreement by legal counsel of its own choice or has voluntarily declined to seek such counsel;
and (c) it understands the terms and consequences of this Agreement and is fully aware of the legal and binding effect of this
Agreement. Each Purchaser understands that the Company has been represented in the preparation, negotiation and execution of this
Agreement by Morrison & Foerster LLP, Company Counsel, and that Morrison & Foerster LLP has not represented any Purchaser
or any stockholder, director or employee of the Company in the preparation, negotiation and execution of this Agreement. Each Purchaser
acknowledges that Morrison & Foerster LLP may have in the past represented and may now or may in the future represent one or
more Purchasers or their Affiliates in matters unrelated to the transactions contemplated by this Agreement, including the representation
of such Purchasers or their Affiliates in matters of a nature similar to those contemplated by this Agreement. The Company and
each Purchaser hereby acknowledge that they have has had an opportunity to ask for and have obtained information relevant to such
representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and hereby waives
any conflict arising out of such representation with respect to the matters contemplated by this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	30



    	 



    

 


In
Witness Whereof, the undersigned has caused this Securities Purchase
Agreement to be duly executed by its authorized signatory as of the date first indicated above.


 


	 	GREAT AMERICAN GROUP, INC.
	 	 	 
	 	By:	/s/ Andrew Gumaer
	 	Name: 	Andrew Gumaer
	 	Title: 	Chief Executive Officer




 




    	 



    	 



    

 


In
Witness Whereof, the undersigned has caused this Securities Purchase
Agreement to be duly executed by its authorized signatory as of the date first indicated above.


 


	 	NAME OF PURCHASER (exact name in which the Securities will be registered, which will appear on the Stock Certificate(s)):
	 	 	 
	 	 	 
	 	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 


 


	 	Aggregate Purchase Price	 
	 	(Subscription Amount): $	 


 


	 	Number of Shares to be Purchased
	 	(after Reverse Stock Split):	    


 


	 	Social Security/Tax ID No.:	 
	 	 	 
	 	Address for Notice:	 
	 	 	 
	 	 	 
	 	 	 


 


	 	Telephone No.:	 
	 	 	 
	 	Facsimile No.:	 
	 	 	 
	 	Attention:	 


 


Delivery Instructions for Stock Certificate:

(if different than above)


 


	c/o	 	 


 


	Street:	 	 


 


	City/State/Zip:	 	 


 


	Attention:	 	 


 


	Telephone No.:	 	 


 




    	 



    	 



    

 


ANNEX A: Schedule of Purchasers


 


EXHIBITS:


 


		A:	Form of Registration Rights Agreement



		B:	Form of BRC Acquisition Agreement



		C:	Form of Founder Repayment Agreements



		D:	Form of Secretary’s Certificate



		E:	Form of Compliance Certificate



		F:	Accredited Investor Questionnaire



		G:	Form of Certificate of Subsequent Sale



		H:	Form of Irrevocable Transfer Agent Instructions



 




    	 



    	 



    

 


ANNEX A


 


SCHEDULE OF PURCHASERS


 


	Name of Purchaser	 	No. of Shares to be

    Purchased (after
  Reverse Stock Split)	 	 	Aggregate Purchase

 Price (Subscription

 Amount)	 
	Elliott International, L.P.	 	 	1,315,400	 	 	$	6,577,000	 
	Elliott Associates, L.P.	 	 	684,600	 	 	$	3,423,000	 
	Lloyd I. Miller III	 	 	600,000	 	 	$	3,000,000	 
	Lloyd I. Miller Trust A-4	 	 	500,000	 	 	$	2,500,000	 
	MILFAM II L.P.	 	 	600,000	 	 	$	3,000,000	 
	Susan F. Miller	 	 	200,000	 	 	$	1,000,000	 
	Marli B. Miller Managed Custody	 	 	100,000	 	 	$	500,000	 
	DJ Fund Investments LLC: Series E	 	 	2,000,000	 	 	$	10,000,000	 
	Nokomis Capital Master Fund, L.P.	 	 	1,200,000	 	 	$	6,000,000	 
	Dialectic Antithesis Partners, LP	 	 	325,149	 	 	$	1,625,747	 
	Dialectic Capital Partners, LP	 	 	133,890	 	 	$	669,448	 
	Dialectic Offshore, Ltd.	 	 	340,961	 	 	$	1,704,805	 
	Anthony Tang	 	 	600,000	 	 	$	3,000,000	 
	Robert & Patti Living Trust	 	 	200,000	 	 	$	1,000,000	 
	Robert Antin Children Irrevocable Trust	 	 	200,000	 	 	$	1,000,000	 
	Riley Family Trust dtd 6/20/89 modified 4/29/94, 8/31/2000 and 1/25/07	 	 	200,000	 	 	$	1,000,000	 
	Robert D'Agostino	 	 	75,000	 	 	$	375,000	 
	Andrew Gumaer	 	 	336,000	 	 	$	1,680,000	 
	Scott Keith Carpenter	 	 	42,800	 	 	$	214,000	 
	Phillip J. Ahn	 	 	15,000	 	 	$	75,000	 
	Lester Myron Friedman	 	 	15,000	 	 	$	75,000	 
	Harold J. Bordwin	 	 	15,000	 	 	$	75,000	 
	Hugh Hilton	 	 	10,000	 	 	$	50,000	 
	Matthew J. Hart	 	 	10,000	 	 	$	50,000	 
	Howard Weitzman	 	 	2,500	 	 	$	12,500	 
	HRSW Associates 401(k) Profit Sharing Plan	 	 	7,500	 	 	$	37,500	 
	Matthew Bordwin	 	 	10,000	 	 	$	50,000	 
	Mark P. Naughton	 	 	5,000	 	 	$	25,000	 
	NJC Inc. Defined Benefit Plan	 	 	80,000	 	 	$	400,000	 
	John Ahn	 	 	68,800	 	 	$	344,000	 
	Andrew Moore	 	 	55,000	 	 	$	275,000	 
	Mark Rice	 	 	40,000	 	 	$	200,000	 
	Richard Waks	 	 	40,000	 	 	$	200,000	 
	Kathleen Wilson Baker	 	 	40,000	 	 	$	200,000	 
	Eric B. Rajewski	 	 	26,000	 	 	$	130,000	 
	Craig A. Ellis	 	 	25,000	 	 	$	125,000	 
	Jason Miller Buttles	 	 	20,000	 	 	$	100,000	 
	Knut Grevle	 	 	20,000	 	 	$	100,000	 
	Ryan Bernath	 	 	20,000	 	 	$	100,000	 
	Mike Crawford	 	 	20,000	 	 	$	100,000	 
	Jeffrey Van Sinderen	 	 	20,000	 	 	$	100,000	 
	Kenneth W. Tang	 	 	12,000	 	 	$	60,000	 
	Gregory E. and Patricia A. Presson	 	 	10,000	 	 	$	50,000	 
	Ian Corydon	 	 	10,000	 	 	$	50,000	 
	Michael C. Munck	 	 	8,700	 	 	$	43,500	 
	Nicholas John Capuano	 	 	6,000	 	 	$	30,000	 
	Michael R. McCoy	 	 	4,000	 	 	$	20,000	 
	Michael Frank	 	 	4,000	 	 	$	20,000	 
	Robert Drust	 	 	4,000	 	 	$	20,000	 
	Allison Petchenick	 	 	3,000	 	 	$	15,000	 
	Michael J. Lowell	 	 	3,000	 	 	$	15,000	 
	Brian Yellen	 	 	4,000	 	 	$	20,000	 
	Christopher Ankley	 	 	2,000	 	 	$	10,000	 
	TOTAL	 	 	10,289,300	 	 	$	51,446,500	 



 









    	 



    	 



    

 


EXHIBIT
A



Form of Registration Rights Agreement


 


[ATTACHED]


 




    	 



    	 



    

 


EXHIBIT
B



Form of BRC ACQUISITION AGREEMENT


 


[ATTACHED]


 




    	 



    	 



    

 


EXHIBIT
C



Form of FOUNDER REPAYMENT Agreements


 


[ATTACHED]


 




    	 



    	 



    

 


EXHIBIT
D



Form of Secretary’s Certificate


 


Date: [_________], 2014


 


The undersigned hereby
certifies that he is the duly elected, qualified and acting Secretary of Great American Group, Inc., a Delaware corporation (the
“Company”), and that as such he is authorized to execute and deliver this certificate in the name and
on behalf of the Company and in connection with the Securities Purchase Agreement, dated as of May 19, 2014, by and among the Company
and the Purchasers party thereto (the “Securities Purchase Agreement”), and further certifies in his
official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise
defined herein shall have the meaning set forth in the Securities Purchase Agreement.


 


1.          Attached
hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors of the
Company at a meeting of the Board of Directors held on, or by unanimous written consent dated, May 18, 2014. Such resolutions have
not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including
the date hereof and are now in full force and effect.


 


2.          Attached
hereto as Exhibit B is a true, correct and complete copy of the Certificate of Incorporation of the Company, together with
any and all amendments thereto currently in effect, and no action has been taken to further amend, modify or repeal such Certificate
of Incorporation, the same being in full force and effect in the attached form as of the date hereof.


 


3.          Attached
hereto as Exhibit C is a true, correct and complete copy of the Bylaws of the Company and any and all amendments thereto
currently in effect, and no action has been taken to further amend, modify or repeal such Bylaws, the same being in full force
and effect in the attached form as of the date hereof.


 


4.          Each
person listed below has been duly elected or appointed to the position(s) indicated opposite his name and is duly authorized to
sign the Securities Purchase Agreement and each of the Transaction Documents on behalf of the Company, and the signature appearing
opposite such person’s name below is such person’s genuine signature.


 


	Name	 	Position	 	Signature
	 	 	 	 	 
	Andrew Gumaer	 	Chief Executive Officer	 	 
	 	 	 	 	 
	Phillip J. Ahn	 	Chief Operating Officer, Chief Financial Officer	 	 




 



    	 



    	 



    

 


In
Witness Whereof, the undersigned has executed this Secretary’s Certificate as of the date first written above.


 


	 	 
	 	Mark Naughton
	 	Secretary




 


I, Andrew Gumaer, Chief
Executive Officer of the Company, hereby certify that Mark Naughton is the duly elected, qualified and acting Secretary of the
Company and that the signature set forth above is his true signature.


 


	 	 
	 	Andrew Gumaer
	 	Chief Executive Officer




 




    	 



    	 



    

 


Exhibit
A


 


Resolutions


 




    	 



    	 



    

 


Exhibit
B


 


Certificate
of Incorporation


 




    	 



    	 



    

 


Exhibit
C


 


Bylaws


 




    	 



    	 



    

 


EXHIBIT
E



Form of COMPLIANCE Certificate


 


Date: [_________], 2014


 


The undersigned Chief
Executive Officer of Great American Group, Inc., a Delaware corporation (the “Company”), pursuant to
Section 2.2(a)(vi) of the Securities Purchase Agreement, dated as of May 19, 2014, by and among the Company and the Purchasers
signatory thereto (the “Agreement”), hereby certifies to such Purchasers as follows (capitalized terms
used but not otherwise defined herein shall have the meaning set forth in the Agreement):


 


1.          The
representations and warranties of the Company contained in the Agreement are true and correct in all material respects (except
for those representations and warranties which are qualified as to materiality, in which case such representations and warranties
are true and correct in all respects) as of the date when made and as of the Closing Date, as though made on and as of such date,
except for such representations and warranties that speak as of a different specified date.


 


2.          The
Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.


 




    	 



    	 



    

 


In
Witness Whereof, the undersigned has executed this Compliance Certificate
as of the date first written above.


 


	 	 
	 	Andrew Gumaer
	 	Chief Executive Officer




 




    	 



    	 



    

 


EXHIBIT
f



ACCREDITED INVESTOR QUESTIONNAIRE


 


To: Great American
Group, Inc.


 


This Accredited Investor
Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer
and sale of the shares of the common stock, par value $0.0001 per share (collectively, the “Securities”),
of Great American Group, Inc., a Delaware corporation (the “Corporation”). The Securities are being offered
and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “Securities Act”),
or the securities laws of any state or other jurisdiction, in reliance on the exemptions contained in Section 4(a)(2) of the Securities
Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation
must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor.
The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements.
The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering
exemptions from registration is based in part on the information herein supplied.


 


This Questionnaire
does not constitute an offer to sell or a solicitation of an offer to buy any security, and the Corporation may never offer to
issue any securities to you. Your answers will be kept strictly confidential, and by completing, signing and returning this Questionnaire
you are not making any binding commitment to the Corporation with respect to the Securities or otherwise. However, by signing this
Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the
Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the
Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers
of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire.
Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.


 


		PART A.	BACKGROUND INFORMATION


 


	Name of Prospective Investor in the Securities:	 


 


	Social Security or Taxpayer Identification No.	 


 


If a corporation,
partnership, limited liability company, trust or other entity:


 


	Business Address: 	 	 
	 	(Number and Street)


 


	 	 	 	 	 
	(City)	 	(State)	 	(Zip Code)


 


	Telephone Number: (___) 	 	 


 


	Facsimile Number: (___) 	 	 


 



    	 



    	 



    

 


	Name of Contact Person:	 


 


	Email Address of Contact Person:	 


 


	Type of entity and Nature of Business: 	 


 


	State of formation:	 


 


	Approximate Date of formation:	 


 


Set forth in the space
provided below the (i) state(s), if any, in the United States in which you maintained your principal office during the past two
years and the dates during which you maintained your office in each state, and (ii) state(s), if any, in which you pay income taxes:


 


	 


 


	 


 


Were you formed for the
purpose of investing in the securities being offered?


 


	Yes ___	 	No ___




 


If an individual:



 


	Residence Address: 	 
	 	(Number and Street)




 


	 	 	 	 	 
	(City)	 	(State)	 	(Zip Code)


 


	Telephone Number: (___) 	 	 


 


	Facsimile Number: (___) 	 	 


 


	Name of Contact Person:	 


 


	Email Address of Contact Person: 	 


 


Age: ___________    Citizenship:
_______________    Where registered to vote: _____________


 


Set forth in the space
provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and
the dates during which you resided in each state:


 


	 


 


	 


 


	Current Occupation (if retired, state most recent occupation): 	 


 


	Name of Current Employer:	 


 



    	F-2



    	 



    

 


	Duration of Current Employment:	 


 


Are you a director or
executive officer of the Corporation?


 


	Yes ___	 	No ___



 


Describe any pre-existing
personal or business relationship you have with the Company or any of its officers or directors or any other prospective investor
in the Securities:


 


	 


 


	 


 


PART B. ACCREDITED INVESTOR
QUESTIONNAIRE


 


In order for the Company
to offer and sell the Securities in conformance with state and federal securities laws, the following information must be obtained
regarding your investor status. Please initial each of the below categories that describes you as a potential investor of the Securities
of the Company.


 


	___	(1)	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
	 	 	 
	___	(2)	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
	 	 	 
	___	(3)	An insurance company as defined in Section 2(a)(13) of the Securities Act;
	 	 	 
	___	(4)	An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act;
	 	 	 
	___	(5)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
	 	 	 
	___	(6)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
	 	 	 
	___	(7)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
	 	 	 
	___	(8)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
	 	 	 
	___	(9)	An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;


 



    	F-3



    	 



    

 


	 	 	 
	___	(10)	An executive officer or director of the Company;
	 	 	 
	___	(11)	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 (for purposes of this calculation, net worth is the excess of total assets at fair market value, including homes (subject to the further description below), automobiles and personal property, over total liability; provided that you should not include your primary residence as an asset, and you should not include as a liability indebtedness that is secured by your primary residence that is not in excess of the fair market value of your primary residence (except that if the amount of such indebtedness outstanding at the time of sale of the Securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability));
	 	 	 
	___	(12)	A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000, in each of those years (in each case including foreign income, tax exempt income and the full amount of capital gains and losses, but excluding any income of other family members and any unrealized capital appreciation), and has a reasonable expectation of reaching the same income level in the current year;
	 	 	 
	___	(13)	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;
	 	 	 
	___	(14)	An entity in which all of the equity owners qualify under any of the above subparagraphs. If the undersigned belongs to this investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner satisfies:
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


(Continue any of the
responses in this Questionnaire on a separate piece of paper, if necessary.)


 


* * * * *


 




    	F-4



    	 



    

 


	A.	FOR EXECUTION BY AN INDIVIDUAL:


 


	 	Date ________________	 	By: 	 


 


	 	 	 	Print Name:  	 


 


	B.	FOR EXECUTION BY AN ENTITY:	 	 


 


	 	 	 	Entity Name: 	 


 


	 	Date ________________	 	By 	 


 


	 	 	 	Print Name: 	 


 


	 	 	 	Title: 	 


 


	C.	ADDITIONAL SIGNATURES (if required by partnership, corporation or trust document):


 


	 	 	 	Entity Name: 	 


 


	 	Date ________________	 	By 	 


 


	 	 	 	Print Name: 	 


 


	 	 	 	Title: 	 


 


	 	 	 	Entity Name: 	 


 


	 	Date ________________	 	By 	 


 


	 	 	 	Print Name: 	 


 


	 	 	 	Title: 	 


 




    	F-5



    	 



    

 


EXHIBIT
G



FORM OF CERTIFICATE OF SUBSEQUENT SALE


 


	To:	Great American Group, Inc.	 	Continental Stock Transfer and Trust Company
	 	21860 Burbank Boulevard, Suite 300 South	 	Transfer Agent and Registrar
	 	Woodland Hills, California 91367	 	[_________]
	 	Telephone No.: (818) 884-3737	 	[_________]
	 	Facsimile No.: (818) 884-2976	 	Attention: [_________]
	 	Attention: Chief Executive Officer	 	 
	 	 	 	 
	Copy to:	Morrison & Foerster LLP	 	 
	 	12531 High Bluff Drive, Suite 100	 	 
	 	San Diego, California 92130	 	 
	 	Telephone No.: (858) 720-5100	 	 
	 	Facsimile No.: (858) 523-5941	 	 
	 	Attention: Scott M. Stanton	 	 




 


The undersigned, the
selling stockholder or an officer or other duly authorized person of the selling stockholder, hereby certifies that [insert
name of selling stockholder, as it appears on the applicable stock certificate] _____________________________ has sold [insert
number of shares sold] _____________________ shares of the Common Stock of Great American Group, Inc., a Delaware corporation
(the “Company”), and that such shares were sold on [insert date of sale] __________________ in
accordance with the registration statement on Form S-1 with file number [insert file number of effective registration statement]
__________________, including without limitation the “Plan of Distribution” set forth in such registration statement,
and that such selling stockholder has delivered a current prospectus in connection with such sale, provided, however, that
if Rule 172 under the Securities Act of 1933, as amended, is then in effect, such selling stockholder has confirmed that a current
prospectus is deemed to be delivered in connection with such sale. The undersigned selling stockholder is familiar with the requirements
of the Securities Act of 1933, as amended, and agrees that, in connection with the matters described herein, the Company, its transfer
agent and their respective counsels are relying on the statements made herein. Such respective legal counsels may rely on such
statements as if this letter were addressed to them. The undersigned selling stockholder understands that any certificates or book
entry positions for the balance of shares of the Company’s Common Stock registered for resale pursuant to the registration
statement named herein and not sold in the transaction described above shall continue to bear any such restrictive legend(s) as
currently appear on such certificates or book entry positions.


 


	Name of selling stockholder:	 
	 	 
	Name of individual representing selling	 
	stockholder (if an institution):	 
	 	 
	Title of individual representing selling	 
	stockholder (if an institution):	 
	 	 
	Signature:	 




 




    	 



    	 



    

 


EXHIBIT
H



Form of Irrevocable Transfer Agent Instructions


 


As of [_________], 2014


 


Continental Stock Transfer and Trust Company

Transfer Agent and Registrar

[_________]


[_________]


Attn: [_________]


 


Ladies and Gentlemen:


 


Reference is made to
that certain Securities Purchase Agreement, dated as of May 19, 2014 (the “Agreement”), by and among
Great American Group, Inc., a Delaware corporation (the “Company”), and the purchasers named on the signature
pages thereto (collectively, and including permitted transferees, the “Holders”), pursuant to which the
Company is issuing to the Holders shares (the “Shares”) of Common Stock of the Company, par value $0.0001
per share (the “Common Stock”).


 


This letter shall serve
as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time and
the conditions set forth in this letter are satisfied), subject to any stop transfer instructions that we may issue to you from
time to time, if any, to (i) issue, promptly following the date hereof, certificates representing the Shares bearing the restrictive
legend set forth in this letter, in the names of the Holders and the number of Shares as set forth in the attachments delivered
to you with this letter, and to deliver such certificates within three (3) business days after the date hereof to the address for
each such Holder as set forth on such attachments delivered herewith, and (ii) issue certificates representing shares of Common
Stock upon transfer or resale of the Shares, which certificates shall or shall not bear the restrictive legend set forth in this
letter pursuant to the instructions in the paragraphs below.


 


You acknowledge and
agree that so long as you have previously received (a) written confirmation from the Company’s legal counsel that a
registration statement covering resales of the Shares has been declared effective by the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
a copy of such registration statement and a completed and signed Certificate of Subsequent Sale in the form attached hereto and
any other documents reasonably requested by you from the applicable Holder with respect to a sale pursuant to such effective registration
statement (and provided that you have not received written instruction from the Company or its legal counsel that such registration
statement has been suspended or is no longer effective), (b) written confirmation from the Company’s legal counsel that
the Shares are eligible for sale in conformity with Rule 144 under the Securities Act (“Rule 144”) and
customary documentation from a Holder and its broker with respect to a sale pursuant to Rule 144 (other than an opinion, which
will be provided by the Company’s legal counsel if reasonably requested), or (c) written confirmation from the Company’s
legal counsel that the Shares are eligible for sale under Rule 144 without the requirement that the Company be in compliance with
the current public information requirements of Rule 144 and without other restriction in conformity with Rule 144, then, unless
otherwise required by law, as promptly as practicable and within three (3) business days of your receipt of a written request from
a Holder for delegended certificates or book-entry positions representing the Shares, you shall issue such certificates or book
entry positions representing the Shares in the names provided by such Holder and deliver them to the address or balance account
at The Depository Trust Company, as applicable, provided by such Holder, and such certificates or book entry positions shall not
bear any legend restricting transfer of the Shares thereby and should not be subject to any stop-transfer restriction.


 



    	 



    	 



    

 


All certificates representing
the Shares issued pursuant to the instruction set forth in clause (i) of the second paragraph of this letter shall bear the following
legend (and, solely to the extent instructed to you by the Company or its legal counsel, a customary “affiliates” legend),
and, if you have not received the documentation required pursuant to clause (a), (b) or (c) of the immediately preceding paragraph,
then the certificates representing any shares of Common Stock issued pursuant to the instruction set forth in clause (ii) of the
second paragraph of this letter shall bear the following legend:


 


THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.


 


Please be advised that
the Holders are relying upon this letter as an inducement to enter into the Agreement and, accordingly, each Holder is a third
party beneficiary to these instructions.


 


Please execute this
letter in the space indicated to acknowledge your agreement to act in accordance with these instructions.


 


	 	Very truly yours,
	 	 	 
	 	GREAT AMERICAN GROUP, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name: 	Andrew Gumaer
	 	 	 
	 	Title:	Chief Executive Officer




 


Acknowledged and Agreed:


 


Continental
Stock Transfer and Trust Company


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Date: