LOAN AND SECURITY AGREEMENT Dated as of January 18, 2023 by and among FLOORING AFFILIATED HOLDINGS, LLC as the Initial Borrower, FLOORING LIQUIDATORS, Inc., ELITE BUILDER SERVICES, INC. AND 7 DAY STONE, INC., any other Borrower party hereto from time...Loan and Security Agreement • January 24th, 2023 • LIVE VENTURES Inc • Retail-miscellaneous retail • New York
This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this "Agreement") is entered into on January 18, 2023, by and among Flooring Affiliated Holdings, LLC, a Delaware limited liability company (“Parent” or “Initial Borrower”) in its capacity as an Initial Borrower, after giving effect to the Closing Date Acquisition, Flooring Liquidators, Inc., a California corporation (“FL”), Elite Builder Services, Inc., a California corporation (“Elite”) and 7 Day Stone, Inc., a California corporation ("7D"; together with FL and Elite; together with the Initial Borrower, each a "Borrower" and together with any other Borrower party hereto from time to time, collectively, the "Borrowers"), and, K2L Leasing, LLC, a California limited liability company (“K2”), SJ & K Equipment, Inc., California corporation (“SJ”), and Floorable, LLC, a California limited liability company (“Floorable”, SJ and Parent together with any other Guarantor party hereto from
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2023 • LIVE VENTURES Inc • Retail-miscellaneous retail
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 18th day of January 2023 (the “Effective Date”) by and between Elite Builder Services, Inc., a California corporation (“Employer”), and Benjamin Rowe, an individual resident of the State of California (“Employee”).
LIVE VENTURES INCORPORATED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 24th, 2023 • LIVE VENTURES Inc • Retail-miscellaneous retail
WHEREAS, the Company has adopted and maintains the LiveDeal, Inc. 2014 Omnibus Equity Incentive Plan effective January 8, 2014 (the “Plan”), and
SECURITIES PURCHASE AGREEMENTby and amongFLOORING AFFILIATED HOLDINGS, LLC,STEPHEN J. KELLOGG,THE OTHER EQUITYHOLDERS OF THE ACQUIRED COMPANIES LISTED ON EXHIBIT A,andSOLELY FOR PURPOSES OF SECTION 3.4 HEREOF, LIVE VENTURES INCORPORATEDDated as of...Securities Purchase Agreement • January 24th, 2023 • LIVE VENTURES Inc • Retail-miscellaneous retail
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of this 18th day of January, 2023, is entered into by and among Flooring Affiliated Holdings, LLC, a Delaware limited liability company (the “Buyer”), Stephen J. Kellogg, an individual resident of California, in his capacity as the Seller Representative pursuant to Section 11.13 and in his capacity as an equityholder of the Acquired Companies (“Kellogg”), the other equityholders of the Acquired Companies listed on Exhibit A (collectively with Kellogg, the “Sellers”), and solely for purposes of Section 3.4, Live Ventures Incorporated, a Nevada corporation trading on the NASDAQ under the symbol “LIVE” (“Parent”). Unless the context otherwise requires, terms used in this Agreement that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Article 1.
ContractSubordination Agreement • January 24th, 2023 • LIVE VENTURES Inc • Retail-miscellaneous retail
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF AMONG ECLIPSE BUSINESS CAPITAL LLC (“SENIOR AGENT”), ISAAC CAPITAL GROUP LLC AND FLOORING AFFILIATED HOLDINGS, LLC (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”). EACH HOLDER OR TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
ContractSubordinated Promissory Note • January 24th, 2023 • LIVE VENTURES Inc • Retail-miscellaneous retail
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF THE DATE HEREOF AMONG ECLIPSE BUSINESS CAPITAL LLC (“LENDER”), AND THE KELLOGG TRUSTS (AS DEFINED BELOW) (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”). EACH HOLDER OR TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
