| (34) | As part of this annual report, the consolidated financial statements are listed in the accompanying index to financial statements on page F-2. |
| (2) | Financial Statement Schedules: |
| (34) | All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. |
We hereby file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Incorporated by Reference |
|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibits | Filing Date |
|---|
| 2.1** | Business Combination Agreement, dated as of June 22, 2022, by and among Alliance, Merger Sub and Alliance. | Form 8-K | 001-40014 | 2.1 | June 23, 2022 |
| 3.1 | Second Amended and Restated Certificate of Incorporation. | Form 8-K | 001-40014 | 3.4 | February 13, 2023 |
| 3.2 | Amended and Restated Bylaws. | Form 8-K | 001-40014 | 3.5 | February 13, 2023 |
| 4.1 | Specimen Class A Common Stock Certificate. | Form S-4 | 333-266098 | 4.5 | October 18, 2022 |
| 4.2 | Specimen Warrant Certificate. | Form S-4 | 333-266098 | 4.6 | October 18, 2022 |
| 4.3 | Warrant Agreement, dated February 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. | Form 8-K | 001-40014 | 4.1 | February 11, 2021 |
| 4.4 | Description of the Registrant’s Securities | Form 10 K | 001 40014 | 4.4 | October 19, 2023 |
| Incorporated by Reference |
|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibits | Filing Date |
|---|
| 10.1 | Form of Lock-Up Agreement (included in Exhibit 2.1). | Form 8-K | 001-40014 | 2.1 | June 23, 2022 |
| 10.2 | Alliance Entertainment Holding Corporation 2023 Omnibus Equity Incentive Plan. | Form 10 K | 001 40014 | 4.4 | October 19, 2023 |
| 10.3 | Form of Indemnity Agreement. | Form S-4 | 333-266098 | 10.11 | October 18, 2022 |
| 10.4 | Lease Agreement, dated as of August 18, 2017, by and between Liberty Property Limited Partnership and COKeM International, Ltd. | Form S-4 | 333-266098 | 10.16 | October 18, 2022 |
| 10.5 | First Amendment to Lease, dated as of January 22, 2018, by and among Liberty Property Limited Partnership and COKeM International, Ltd. | Form S-4 | 333-266098 | 10.17 | October 18, 2022 |
| 10.6 | Multi-Tenant Industrial Triple Net Lease, dated as of December 14, 2007, by and between Cedar Grove - Crossdock, LLC and Alliance Entertainment, LLC. | Form S-4 | 333-266098 | 10.18 | October 18, 2022 |
| 10.7 | First Amendment to Lease Agreement, dated as of January 18, 2013, by and between KTR LOU I LLC and Alliance Entertainment, LLC. | Form S-4 | 333-266098 | 10.19 | October 18, 2022 |
| 10.8 | Second Amendment to Lease Agreement, dated as of August 1, 2014, by and between KTR LOU I LLC and Alliance Entertainment, LLC. | Form S-4 | 333-266098 | 10.20 | October 18, 2022 |
| 10.9 | Guaranty Agreement, dated as of November 9, 2012, by and between Project Panther Acquisition Corporation and KTR LOU I LLC. | Form S-4 | 333-266098 | 10.21 | October 18, 2022 |
| 10.10 | Office Lease, dated as of January 7, 2011, by and between French Overseas Company, LLC and Alliance Entertainment, LLC. | Form S-4 | 333-266098 | 10.22 | October 18, 2022 |
| Incorporated by Reference |
|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibits | Filing Date |
|---|
| 10.11 | First Amendment to Lease, dated as of January 31, 2012, by and between French Overseas Company, LLC and Alliance Entertainment, LLC. | Form S-4 | 333-266098 | 10.23 | October 18, 2022 |
| 10.12 | Second Amendment to Lease, dated August 2016, by and between French Overseas Company, LLC and Alliance Entertainment, LLC. | Form S-4 | 333-266098 | 10.24 | October 18, 2022 |
| 10.13 | Standard Industrial Lease, dated as of August 12, 2020, by and between SCRS Valley Park Business Center, LLC and COKeM International, Ltd. | Form S-4 | 333-266098 | 10.25 | October 18, 2022 |
| 10.14 | Second Amendment to Lease, dated as of June 26, 2020, by and between Liberty Property Limited Partnership and COKeM International, Ltd. | Form S-4 | 333-266098 | 10.26 | October 18, 2022 |
| 10.15 † | Form of Employment Agreement, by and between Alliance Entertainment Holding Corporation and Bruce Ogilvie. | Form S-4 | 333-266098 | 10.27 | October 18, 2022 |
| 10.16 † | Form of Employment Agreement, by and between Alliance Entertainment Holding Corporation and Jeffrey Walker. | Form S-4 | 333-266098 | 10.28 | October 18, 2022 |
| 10.17 | Contingent Consideration Escrow Agreement by and among the Combined Company, Bruce Ogilvie and Continental Stock Transfer and Trust Company dated February 10, 2023. | Form 8-K | 001-40014 | 10.29 | February 13, 2023 |
| Incorporated by Reference |
|---|
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibits | Filing Date |
|---|
| 10.18 | Loan and Security Agreement, dated as of December 31, 2023 by and among Alliance Entertainment Holding Corporation, as Parent and Guarantor, each of its subsidiaries from time to time party thereto, as Borrowers and Guarantors, the Lenders from time to time parties thereto, and White Oak Commercial Finance LLC, as Administration Agent and Collateral Agent | Form 8-K | 001-40014 | 10.1 | December 26, 2023 |
| 10.19 | Gamefly Distribution Agreement | Form 10-Q | 001-40014 | 10.1 | February 8, 2024 |
| 10.20* | Amendment to Revolving Credit Facility | |
| 16 | Letter from WithumSmith+Brown PC to the U.S. Securities and Exchange Commission dated February 10, 2023. | Form 8-K | 001-40014 | 16.1 | February 13, 2023 |
| 19* | Insider Trading Policy | |
| 23.1* | Consent of BDO USA, P.C. | |
| 23.2* | Consent of GRASSI | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Incorporated by Reference | |
| Exhibit Number | Description of Document | Schedule/Form | File Number | Exhibits | Filing Date |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) | |
| * | Filed herewith. |
|---|
| ** | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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| † | Indicates a management contract or compensatory plan, contract or arrangement. |
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