Purchase and Sale Agreement, dated December 20, 2018, by and between Quality Gold, Inc., MTM, Inc. and HSBC Bank USA, National Association

Exhibit 10.18

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made this 20th day of December, 2018, by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”), and QUALITY GOLD, INC., an Ohio corporation with a place of business at 500 Quality Boulevard, Fairfield, Ohio 45014 (“Quality Gold”) and MTM, INC., a Delaware corporation with a place of business at 115 West 30th Street, New York, New York 10001-4010 (“MTM”) (Quality Gold and MTM are hereinafter sometimes collectively referred to herein as the “Sellers” and, singly, as a “Seller”).

W I T N E S S E T H T H A T:

WHEREAS, the Sellers wish to sell gold, silver, platinum and palladium (“Precious Metal”) to HSBC; and HSBC wishes to purchase said Precious Metal from the Sellers; and

NOW, THEREFORE, for value received, in consideration of the premises and of the mutual promises hereinafter contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows:

1.             Purchase and Sale. The Sellers hereby agree to sell to HSBC and HSBC hereby agrees to purchase from Sellers, on the terms and conditions hereinafter contained, the following (all of the property described in this Section 1 is hereinafter collectively referred to as the “Precious Metal Inventory”):

For the purposes of Section 1, the term “troy ounces” shall mean the fine troy ounce content contained in Sellers' inventory determined at a degree of fineness of not less than 99.5%, in the case of gold, platinum and palladium, and 99.90%, in the case of silver

2.             Purchase Price. In consideration of the transfer of the Precious Metal Inventory by Sellers to HSBC and in accordance with the instructions of the Sellers, HSBC shall deliver 45,041.131 fine troy ounces of gold, 86,224.776 fine troy ounces of silver, 0 fine troy ounces of platinum, and 0 fine troy ounces of palladium to The Bank of Nova Scotia (the “Purchase Consideration”). Nothing in this Section 2 or elsewhere in this Agreement shall affect the passage to HSBC of title to the Precious Metal Inventory, which title the parties intend, and shall be deemed, to pass on the date of the Bill of Sale hereinafter described.

3.             Conditions Precedent to Sale. The obligation of HSBC to purchase the Precious Metal Inventory is subject to the following conditions precedent:

4.             Representations and Warranties. Sellers hereby represent and warrant to HSBC that:

5.             Consignment of the Precious Metal Inventory. The parties hereto intend that, contemporaneously with the execution and delivery of the Bill of Sale, HSBC shall consign the Precious Metal to the Sellers AS IS AND WHERE IS pursuant to the terms of a certain Consignment Agreement dated as of the date hereof between the Sellers and HSBC.

6.             Governing Law. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York.

*The next page is a signature page*

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers as of the date first above written.

[Signature page to Purchase and Sale Agreement]