0001019687-16-007226 Sample Contracts

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 15th, 2016 • LIVE VENTURES Inc • Services-computer programming services

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of June 14, 2016 ("Effective Date"), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company ("Purchaser") and MARQUIS REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company ("Seller"). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this reference. For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant and agree as follows:

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MORTGAGE LOAN AGREEMENT
Mortgage Loan Agreement • August 15th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Arizona

THIS MORTGAGE LOAN AGREEMENT (this "Agreement") is made as of June 14, 2016 ("Closing Date") by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company, and its successors and assigns ("Lender''), whose address is 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255 and MARQUIS REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company ("Debtor''), whose address is 3525 Del Mar Heights Road, Suite 765, San Diego, California 92130. Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in Exhibit A attached hereto.

MASTER LEASE AGREEMENT
Master Lease Agreement • August 15th, 2016 • LIVE VENTURES Inc • Services-computer programming services

THIS MASTER LEASE AGREEMENT (this "Lease") is made as of June 14, 2016 (the "Effective Date"), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company ("Lessor"), whose address is 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255, and MARQUIS REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company ("Lessee"), whose address is 3525 Del Mar Heights Road, Suite 765, San Diego, CA 92130. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

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