TERM LOAN AGREEMENT Dated as of November 3, 2016 among VINTAGE STOCK, INC., as a Borrower, VINTAGE STOCK AFFILIATED HOLDINGS LLC, as Holdings and a Borrower, THE SUBSIDIARIES OF THE BORROWERS PARTY HERETO, as the Guarantors, THE LENDERS PARTY HERETO,...Term Loan Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • New York
LIVEDEAL, INC. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Nevada
The undersigned, LiveDeal, Inc., a Nevada corporation (the "Company"), proposes to issue and sell Kingston Diversified Holdings, (the “Purchaser"), for cash up to $5,000,000 in principal amount of the Company's Convertible Notes (collectively, the "Notes"). The Notes will be issued pursuant to and subject to the terms and conditions of this Agreement (the terms "Agreement" or "Purchase Agreement" as used herein or in any Exhibit or Schedule hereto shall mean this Agreement and the Exhibits and Schedules hereto individually and collectively as they may from time to time be modified or amended).
AMENDMENT NO. 2 TO CONVERTIBLE NOTE PURCHASE AGREEMENT Up to $10,000,000 Principal Amount Convertible NotesConvertible Note Purchase Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services
This is Amendment No. 2 (this “Second Amendment”) to that certain Convertible Note Purchase Agreement, dated January 7, 2014, and amended as of October 29, 2014, by and between the undersigned, Live Ventures Incorporated, a Nevada corporation then known as LiveDeal, Inc. (the “Company”), and Kingston Diversified Holdings LLC (the “Purchaser”). Pursuant to such Agreement as so initially amended, the Company proposed to issue and sell to the Purchaser for cash up to $10,000,000 in principal amount of the Company’s Convertible Notes (collectively, the “Notes”). The Notes were to be issued pursuant to and subject to the terms and conditions of such Agreement, as so initially amended (the terms “Agreement” or “Purchase Agreement” as used therein or in any Exhibit or Schedule thereto shall mean such Agreement, as so initially amended, and the Exhibits and Schedules thereto, individually and collectively, as they may from time to time thereafter be modified or amended). As of the date hereof,
SUBORDINATED PROMISSORY NOTESubordination Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Missouri
This Subordinated Promissory Note (this “Note”) is being delivered pursuant to that certain Stock Purchase Agreement, dated as of November 3, 2016 (the “Purchase Agreement”), by and among Vintage Stock Affiliated Holdings LLC, a Nevada limited liability company (the “Buyer”), Vintage Stock, Inc., a Missouri corporation (the “Company”), the holders of certain outstanding capital stock of the Company designated as “Sellers” on the signature page to this Note (each, a “Seller”; and, collectively, the “Sellers”), and Rodney Spriggs, in his capacity as the representative of the Sellers for certain purposes of the Purchase Agreement and this Note (in such capacity, the “Sellers’ Representative”). Terms used but not defined in this Note shall have the meanings ascribed to them in the Purchase Agreement.
Form of NoteLIVE VENTURES Inc • December 29th, 2016 • Services-computer programming services • New York
FOR VALUE RECEIVED, the undersigned (each a “Borrower” and, collectively, the “Borrowers”), hereby promise to pay to [_____________________] or its registered assigns (the “Lender”), in accordance with the provisions of the Loan Agreement (as hereinafter defined), the principal amount of the Term Loan from time to time made by the Lender to the Borrowers under that certain Term Loan Agreement, dated as of November [2], 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrowers, the Guarantors, the Lenders from time to time party thereto, Capitala Private Credit Fund V, L.P., as Lead Arranger, and Wilmington Trust, National Association, as Administrative Agent.
REVOLVING CREDIT NOTELIVE VENTURES Inc • December 29th, 2016 • Services-computer programming services
On the Drawdown Termination Date (as that term is defined in the Loan Agreement) or such other date pursuant to the terms of the Loan Agreement (as hereinafter defined), the undersigned, VINTAGE STOCK, INC., a Missouri corporation (“Borrower”), with its principal office at 202 E. 32nd Street, Joplin, MO 64804, HEREBY UNCONDITIONALLY PROMISES TO PAY (without set-off) to the order of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”), at its offices at 2000 McKinney Avenue, Suite 700, Dallas (Dallas County), TX 75201 (or at such other place as may be designated by Lender), in lawful money of the United States of America, up to the sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00), or so much thereof as may be advanced from time to time pursuant to the terms of that certain LOAN AGREEMENT dated as of the date hereof, between Borrower and Lender (as amended, restated or otherwise modified from time to time, the “Loan Agreement’’; capitaliz
SECURITY AGREEMENTSecurity Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Texas
THIS SECURITY AGREEMENT (this “Security Agreement”) dated as of NOVEMBER 3, 2016, is made by VINTAGE STOCK, INC., a Missouri corporation (“Debtor”), with its principal office and mailing address at 202 E. 32nd Street, Joplin, MO 64804, in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, whose office address is at 2000 McKinney Avenue, Suite 700, Dallas (Dallas County), TX 75201 (together with its successors and assigns, “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Missouri
This Employment Agreement (this “Agreement”) is made and entered into as of November 3, 2016 (the “Effective Date”), by and between Vintage Stock, Inc., a Missouri corporation (the “Company”), and Rodney Spriggs (the “Executive”).
AMENDMENT NO. 1 TO CONVERTIBLE NOTE PURCHASE AGREEMENT Up to $10,000,000 Principal Amount Convertible Notes October 29, 2014Convertible Note Purchase Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services
This is Amendment No. 1 (the "Amendment") to that certain Convertible Note Purchase Agreement, dated January 7, 2014, by and between the undersigned, LiveDeal, Inc., a Nevada corporation (the "Company"), and Kingston Diversified Holdings LLC (the "Purchaser"). Pursuant to such Agreement, the Company proposed to issue and sell to the Purchaser for cash up to $5,000,000 in principal amount of the Company's Convertible Notes (collectively, the "Notes"). The Notes were to be issued pursuant to and subject to the terms and conditions of such Agreement (the terms "Agreement" or "Purchase Agreement" as used therein or in any Exhibit or Schedule thereto shall mean such Agreement and the Exhibits and Schedules thereto individually and collectively as they may from time to time be modified or amended). As of the end of the Company's 2014 fiscal year, the Company had not issued and sold any Notes to the Purchaser.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of November 3, 2016 among Vintage Stock Affiliated Holdings, LLC (the “Initial Borrower” or “Holdings”), Vintage Stock, Inc. (the “Target Borrower” and collectively with the Initial Borrower, the “Borrowers” and each a “Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrowers, each individually a “Grantor”, and collectively, the “Grantors”), and Wilmington Trust, National Association (“Administrative Agent”) for the Secured Parties.
SUBORDINATION AGREEMENTSubordination Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of November 3, 2016 by and among Rodney Spriggs, in his capacity as the representative of the holders of certain outstanding capital stock of Vintage Stock, Inc. that are named as a party to this Agreement (each holder, a “Seller”; and, collectively, the “Sellers”), the Sellers, Wilmington Trust, National Association, as administrative agent and collateral agent (in either or both such capacities, and including any successor agent together with any future administrative and collateral agent upon a refinancing or otherwise, “Agent” discretionary rights of the Agent contained herein shall be at the direction of the Required Lenders) for the Lenders, and the other Secured Parties (as defined in the Security Agreement), and acknowledged and agreed to by the Borrowers (as hereinafter defined).
CONFIDENTIAL STOCK PURCHASE AGREEMENT by and among VINTAGE STOCK AFFILIATED HOLDINGS LLC VINTAGE STOCK, INC., and THE SHAREHOLDERS OF VINTAGE STOCK, INC. November 3, 2016 Index of ExhibitsStock Purchase Agreement • December 29th, 2016 • LIVE VENTURES Inc • Services-computer programming services • Missouri
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 3, 2016, by and among Vintage Stock Affiliated Holdings LLC, a Nevada limited liability company (the “Buyer”), Vintage Stock, Inc., a Missouri corporation (the “Company”), the trustees of the trusts (the “Trusts”) that hold all of the outstanding capital stock of the Company, and the trustees of three of the Trusts, Rodney Spriggs, Kenneth Caviness, and Steven Wilcox acting in their respective individual capacities (each of the trustees and such three individuals, a “Seller,” and, collectively, the “Sellers”), and Rodney Spriggs, in his capacity as the representative of the Sellers for certain purposes of this Agreement (in such capacity, the “Sellers’ Representative”).
