Exhibit 10.1


 





PROMISSORY NOTE


 


	Effective Date:  	 	April 1, 2018
	 	 	 
	Maker:   	 	ApplianceSmart Holdings LLC, a Nevada limited liability company
	 	 	 
	Maker’s Mailing Address (including county):	 	325 E. Warm Springs Road, Suite 102, Las Vegas, NV 89119 (Clark County)
	 	 	 
	Payee:   	 	Appliance Recycling Centers of America, Inc.
	 	 	 
	Place for Payment:	 	175 Jackson Avenue North, Suite 102, Minneapolis, MN 55343
	 	 	 
	Principal Amount: 	 	$3,919,494.46
	 	 	 
	Maturity Date:  	 	April 1, 2021
	 	 	 
	Annual Interest Rate:  	 	5.0% (Based on a 365-day year)
	 	 	 


Terms of Payment:






Interest. Beginning on September
30, 2018 and continuing through and including the Maturity Date, Maker shall make monthly payments of interest, in arrears on the
first day of every calendar month.


 


Principal. Beginning on September
30, 2018 and continuing through and including the Maturity Date, Maker shall make quarterly payments of principal in an amount
equal to $97,987.36, with all accrued and unpaid principal due and payable on the Maturity Date. The aggregate principal amount
outstanding shall be increased or decreased, as the case may be, at any time and from time to time based on advances, credits,
payments, and other amounts paid or owed, as the case may be, by and between ApplianceSmart, Inc., a Minnesota corporation and
wholly-owned subsidiary of Maker, and Payee.


 


Reborrowing. Upon Maker’s written
request, Payee will make revolving credit loans to Maker from time to time in such amounts as Maker may request, and Maker may
make prepayments and reborrowings; provided, however, the aggregate principal amount of the aggregate amount owed by Maker to Payee
at any time shall not exceed the principal amount. Interest on any such borrowings shall accrue at the annual interest rate and
be payable in accordance with the terms hereof.


 


Prepayment. Maker may prepay all
outstanding principal and interest at any time and from time to time without penalty.


 


Costs of Collection. If this note
is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected
or enforced through probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection and
enforcement, including reasonable attorney's fees and court costs, in addition to other amounts due.


 


(Remainder of this page
intentionally left blank; signatures begin on the next page.)


 


 


 



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Executed on this 25th day of April, 2018, the parties
intending that the Promissory Note be effective as of April 1, 2018.


 


 


APPLIANCESMART HOLDINGS LLC


 


 


By: Live Ventures Incorporated, its sole
member


 


 


 


By:    /s/ Jon Isaac                                                         


Name: Jon Isaac


Title: President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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AGREEMENT AND GUARANTY


 


For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and in consideration of ApplianceSmart Holdings LLC, a Nevada limited
liability company (“Holdings”), parent of ApplianceSmart, Inc., a Minnesota corporation (“Guarantor”),
having agreed to the terms of the outstanding amount owed by Holdings to Appliance Recycling Centers of America, Inc., a Nevada
corporation (“ARCA”) in connection with the sale of Guarantor from ARCA to Holdings, as documented by
that certain Promissory Note, effective as of April 1, 2018, issued by Holdings in the original principal amount of $3,919,494.46
for the benefit of ARCA (the “Note”), Guarantor does hereby unconditionally guarantee to ARCA full and
prompt payment and performance of all obligations of Holdings to ARCA under the Note. Guarantor also agrees to pay in addition
thereto all costs, expenses and reasonable attorney’s fees at any time paid or incurred by ARCA in endeavoring to enforce
this Guaranty.


 


Upon any default
by Holdings with respect to any of the obligations herein guaranteed, the liability of the Guarantor hereunder shall be deemed
to have become immediately due and payable, without demand, presentment, protest or notice of any kind, all of which are hereby
waived, and without any suit or action against Holdings or the Guarantor and without further steps to be taken or further conditions
to be performed by ARCA. Failure of ARCA to make any demand or otherwise to proceed against the Guarantor in respect to any default
by Holdings or the Guarantor, or any delay by ARCA in doing so, shall not constitute a waiver of ARCA right to proceed in respect
to any or all other defaults by the Company or the Guarantor.


 


Guarantor further
acknowledges and agrees that until such time as the Note has been paid in full, it shall not create, incur, assume, or suffer to
exist any indebtedness secured by a material amount of Guarantor’s assets without the prior written consent of ARCA, which
consent shall not be unreasonably withheld, conditioned, or delayed.


 


This Guaranty and
Agreement shall be governed by and construed in accordance with the laws of the State of Nevada (without reference to the conflicts
of law provisions thereof). The invalidity or unenforceability of any provision hereof shall not limit the validity or enforceability
of any other provision hereof. This Guaranty and Agreement may not be amended except by an instrument in writing signed by the
party to be charged.


Executed on this
25th day of April, 2018, the parties intending that the Promissory Note be effective as of April 1, 2018.


 


APPLIANCESMART,
INC.


 


 


By:    /s/ Jon
Isaac                                            


Name: Jon Isaac


Title: Chief
Executive Officer




 


 


 


 





 


 






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