Amendment No. 6 to Loan Documents, dated June 28, 2022, by and between Quality Gold, Inc., MTM, Inc., Gold Limited Liability Company, LogoArt LLC and PNC Bank, National Association

Exhibit 10.40

AMENDMENT NO. 6 TO LOAN DOCUMENTS

Quality Gold, Inc., an Ohio corporation (“QGI”), MTM, Inc., a Delaware corporation (“MTM”), Gold Limited Liability Company, a California limited liability company (“Gold”), LogoArt LLC, a Kentucky limited liability company (“Logo”) (QGI, MTM, Gold, Logo, collectively, the “Borrowers”, and each individually, a “Borrower”), and PNC Bank, National Association (“Lender”) agree as follows effective as of June 28, 2022 (the “Effective Date”):

“Permitted Acquisition(s)” shall mean the acquisitions of the assets or Equity Interests of another Person (the “target”) so long as: (a) the total costs and liabilities (including without limitation, all assumed liabilities, all earn-out payments, deferred payments and the value of any other stock or assets transferred, assigned or encumbered with respect to such acquisitions) of such acquisitions do not exceed $5,000,000 in the aggregate during any fiscal year; (b) with respect to the acquisition of Equity Interests, such target shall (i) be made jointly and severally liable for all Obligations, and (ii) grant to Lender a first-priority lien in all assets of such target; (c) the target or property is used or useful in the Ordinary Course of Business of the acquirer; (d) Lender shall have received a first-priority security interest in all acquired assets or Equity Interests, subject to documentation satisfactory to Lender; (e) the board of directors (or other comparable governing body) of the target shall have duly approved the transaction; (f) no assets acquired in any such transaction(s) shall be included in the Formula Amount until Lender has received a field examination and/or appraisal of such assets, in form and substance acceptable to Lender; (g) Lender has determined that neither the target nor any Person holding an Equity Interest in the target is a Sanctioned Person, (h) no Default or Event of Default shall have occurred or will occur after giving effect to such acquisition, and (i) Borrowers will have obtained any prior written consent to such acquisition required by the BMO Facility Agreements, the HSBC Facility Agreements, or any other agreement to which Borrowers are subject.

Signature Pages Follow

Signature Page to Amendment No. 6 to Loan Documents (QGI)

Signature Page to Amendment No. 6 to Loan Documents (QGI)

Reaffirmation of Guaranty

Each of the undersigned guarantors (jointly and severally, “Guarantor”) consents to the provisions of the foregoing Amendment No. 6 to Loan Documents (the “Amendment”) and all prior amendments and agrees that: (a) Guarantor’s obligations under the Guarantor Security Agreement and its Guaranty in favor of PNC Bank, National Association, each dated as of December 20, 2018 (the “Guaranty”) are unimpaired by the Amendment; (b) Guarantor has no claims, defenses, set offs, or counterclaims of any kind against Lender, its officers, directors, employees, agents or attorneys with respect to the Guaranty and all such claims, defenses, set offs, and counterclaims are hereby released; and (c) all of the terms of the Guaranty remain unaltered and in full force and effect and are hereby reaffirmed and apply to the Obligations, as modified by the Amendment. Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. Capitalized terms used herein and not defined have the meanings set forth in the Amendment or if not defined therein, in the Credit Agreement. Guarantor confirms that all Collateral for the Obligations, including liens, security interests, and pledges granted by Guarantor or third parties to Lender continue unimpaired and in full force and effect, and secure all of the Guarantor’s existing and future Obligations to Lender, as modified by the Amendment.