BORROWER:

A-MARK PRECIOUS METALS, INC

By:

Name:

  Kathleen Simpson Taylor

Title:

  Chief Financial Officer

SUBSIDIARY GUARANTORS:

JM BULLION, INC.

By:

Name:

  Michael Wittmeyer

Title:

  President

COLLATERAL FINANCE CORPORATION

By:

Name:

  Gregory N. Roberts

Title:

  Chief Executive Officer

TRANSCONTINENTAL DEPOSITORY SERVICES, LLC

By:

Name:

  Gregory N. Roberts

Title:

  Chief Executive Officer

A-M GLOBAL LOGISTICS, LLC

By:

Name:

  Kathleen Simpson Taylor

Title:

  Chief Financial Officer

AM&ST ASSOCIATES, LLC

By:

Name:

  Gregory N. Roberts

Title:

  Chief Executive Officer

GOLDLINE, INC.

By:

Name:

  Gregory N. Roberts

Title:

  Chief Executive Officer

AM IP ASSETS, LLC

By:

Name:

  Kathleen Simpson Taylor

Title:

  Chief Financial Officer

AM SERVICES, LLC

By:

Name:

  Gregory N. Roberts

Title:

  Chief Executive Officer

CFC ALTERNATIVE INVESTMENTS, LLC

By: its sole member, A-Mark Precious Metals, Inc.

By:

Name:

  Kathleen Simpson Taylor

Title:

  Chief Financial Officer

GOLD PRICE GROUP

By:

Name:

  Michael Wittmeyer

Title:

  President

SILVER.COM, INC.

By:

Name:

  Michael Wittmeyer

Title:

  President

PROVIDENT METALS CORP

By:

Name:

  Michael Wittmeyer

Title:

  President

AGENT:

CIBC BANK USA

By:

Name:

  Cole Anderson

Title:

  Associate Managing Director

PREMIER VALLEY BANK, as a Lender

By:

Name:

Title:

AXOS BANK, as a Lender

By:

Name:

Title:

BOKF, NA DBA BANK OF OKLAHOMA, as a Lender

By:

Name:

Title:

ZIONS BANCORPORATION, N.A., dba CALIFORNIA BANK & TRUST, as a Lender

By:

Name:

Title:

FIRST FOUNDATION BANK, as a Lender

By:

Name:

Title:

HSBC BANK USA, N.A., as a Lender

By:

Name:

Title:

TEXAS CAPITAL BANK, as a Lender

By:

Name:

Title:

BROWN BROTHERS HARRIMAN & CO., as a Lender

By:

Name:

Title:

COÖPERATIVE RABOBANK U.A., NEW YORK BRANCH, as a Lender

By:

Name:

Title:

A.

Section 11.14(a) - Minimum Consolidated Working Capital

1.

Consolidated Current Assets of the Consolidated Group

$________

2.

Less: Consolidated Current Liabilities of the Consolidated Group

$________

3.

Total (Consolidated Working Capital)

$________

4.

Minimum required

$150,000,000

B.

Section 11.14(b) - Minimum Fixed Charge Coverage Ratio

1.

Consolidated Net Income

$________

2.

Plus: Interest Expense

$________

income tax expense

$________

depreciation

$________

amortization

$________

transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Date

$________

non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent

$________

non-recurring expenses (including restructuring expenses) reasonably acceptable to Agent

$________

interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans

$________

interest payments received in cash from Stacks-Bowers net of operating costs of Borrower in connection with the Spectrum Ownership Based Financing

$________

Less: non-cash income tax benefits or gains

$________

any cancellation of Debt income

$________

additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower

$________

any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges

$________

any gains from non-ordinary course asset dispositions

$________

any extraordinary gains including interest income

$________

any gains from discontinued operations

$________

the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries

$________

the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions

$________

the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary

$________

3.

Total (EBITDA)

$________

4.

Less: Income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash

$________

5.

dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party

$________

6.

unfinanced Capital Expenditures

$________

7.

Sum of (4) through (6)

$________

8.

Remainder of (3) minus (7)

$________

9.

cash Interest Expense

$________

10.

required payments of principal of Funded Debt (excluding the Revolving Loans)

$________

11.

fees paid in connection with any Repo arrangement including the CIBC Permitted Metals Loan Agreement

$________

12.

fees paid in connection with any Unsecured Metals Leases

$________

13.

fees paid in connection with any Ownership Based Financing

$________

14.

Sum of (9) through (13)

$________

15.

Ratio of (8) to (14)

____ to 1

16.

Minimum Required

1.20 to 1

C.

Section 11.14(c) - Maximum Total Recourse Debt to Consolidated Tangible Net Worth

1.

Total Recourse Debt

$________

2.

Consolidated Tangible Assets

$________

3.

Less: Consolidated Liabilities

$________

4.

Remainder of (2) minus (3)

$________

5.

Ratio of (1) to (4)

____ to 1

6.

Maximum allowed

4.50 to 1

D.

Section 11.14(d) - Maximum Ownership Based Financings

1.

Total Ownership Based Financings

$________

2.

Maximum allowed

$[___1]

E.

Section 11.14(e) – Maximum SCMI Ownership Based Financings

1.

Total SCMI Ownership Based Financings

$________

2.

Maximum allowed

$75,000,000

Borrower further certifies to you that no Default or Event of Default has occurred and is continuing.

Borrower has caused this Certificate to be executed and delivered by its duly authorized officer on _________, ____.

A-MARK PRECIOUS METALS, INC., as Borrower

By:

Name:

Title: