REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2023 • 1847 Holdings LLC • Services-management consulting services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of August 11, 2023, between the Company and the Purchasers named therein (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2023, by and between 1847 HOLDINGS LLC, a Delaware limited liability company, with headquarters located at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
UNDERWRITING AGREEMENT between 1847 HOLDINGS LLC and CRAFT CAPITAL MANAGEMENT LLC and R.F. LAFFERTY & CO. INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERSUnderwriting Agreement • August 8th, 2022 • 1847 Holdings LLC • Services-management consulting services • New York
The undersigned, 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC and R.F. Lafferty & Co. Inc (hereinafter referred to as “you, ” (including its correlatives), or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) an aggregate of 1,428,572 common shares, no par value per share of the Company (the “Common Shares” or the (“Firm Shares”)), and at the election of the Representatives, up to an additional 214,286 Common Shares (the “Option Shares” and together with the Firm Shares, the “Shares”). The Firm Shares and the Option Shares are collectively referred to as the “Public Securities.” The offering and sale of the Public Securit
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2018 • 1847 Holdings LLC • Services-management consulting services • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”) dated ______________, is made by and between 1847 Holdings LLC, a Delaware limited liability company (the “Company”), and the undersigned (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 15th, 2024 • 1847 Holdings LLC • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2024 between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT1847 Holdings LLC • February 15th, 2024 • Services-management consulting services
This PRE-FUNDED COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 14, 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractWarrant Agency Agreement • August 14th, 2023 • 1847 Holdings LLC • Services-management consulting services • New York
WARRANT AGENCY AGREEMENT, dated as of August 11, 2023 (the “Agreement”), between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 20th, 2023 • 1847 Holdings LLC • Services-management consulting services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2022 • 1847 Holdings LLC • Services-management consulting services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 8, 2022, by and between 1847 HOLDINGS LLC, a Delaware limited liability company, with headquarters located at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 28th, 2023 • 1847 Holdings LLC • Services-management consulting services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated June 19, 2022, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from 1847 Holdings, LLC, a Delaware corporation (the “Company”), up to 892 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 3, 2023, by and among the Company and the Introduced Party (as defined in the Fee Agreement).
COMMON SHARE PURCHASE WARRANTCommon Share Purchase Warrant • February 28th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $878,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from 1847 HOLDINGS LLC, a Delaware limited liability company (the “Company”), 198,343 Common Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 22, 2023, by and among the Company and the Hol
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2018 • 1847 Holdings LLC • Services-management consulting services • Delaware
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of November 7, 2017, between 1847 Holdings LLC, a Delaware limited liability company (the “Company”), and Robert Barry, an individual (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2023 • 1847 Holdings LLC • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2023 and is by and between 1847 Holdings LLC, a Delaware limited liability company (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 31st, 2022 • 1847 Holdings LLC • Services-management consulting services • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between 1847 Holdings LLC, a Delaware limited liability company (the “Company”), and the undersigned (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 5, 2019 by and between 1847 HOLDINGS LLC, a Delaware limited liability company (“the “Company”), 1847 GOEDEKER HOLDCO INC., a Delaware corporation and majority-owned subsidiary of the Company (“Holdco”), 1847 GOEDEKER INC., a Delaware corporation and wholly-owned subsidiary of Holdco (“1847 Goedeker” and collectively with the Company and Holdco, “1847”) and LEONITE CAPITAL LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2023, by and between 1847 HOLDINGS LLC, a Delaware limited liability company, with headquarters located at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • January 31st, 2022 • 1847 Holdings LLC • Services-management consulting services • Delaware
The Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which may include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board, effective as of the Effective Date (as defined below).
LOAN AND SECURITY AGREEMENT by and between INDUSTRIAL FUNDING GROUP, INC. as Lender and ICU EYEWEAR, INC., ICU EYEWEAR HOLDINGS, INC., jointly and severally as Borrower Dated: February 9, 2023 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services • Texas
LOAN AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the “Agreement”), dated as of February 9, 2023, by and between 1847 ICU HOLDINGS INC., a Delaware corporation with a principal place of business located at 590 Madison Avenue, New York, NY 10022, ICU EYEWEAR, INC., a California corporation with a principal place of business located at 1900 Shelton Drive, Hollister, CA 95023, and ICU EYEWEAR HOLDINGS, INC., a California corporation with a principal place of business located at 1900 Shelton Drive, Hollister, CA 95023, jointly and severally (“Borrower”) and INDUSTRIAL FUNDING GROUP, INC., a California corporation with offices at 13848 Ventura Blvd., Sherman Oaks, CA 91423 (together with its successors and assigns, the “Lender”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services • New York
MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 9, 2023, by and between 1847 ICU HOLDINGS INC., a Delaware corporation (the “Company”), and 1847 PARTNERS LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • February 9th, 2018 • 1847 Holdings LLC • Services-management consulting services • New York
Introduction. This underwriting agreement (this “Agreement”) constitutes the agreement between 1847 Holdings LLC, a Delaware limited liability company (the “Company”), on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) on an “best efforts/all or none” basis for the minimum offering amount of $12,500,000 (the “Minimum Subscription Amount”) and thereafter on a “best efforts” basis up to a maximum offering amount of $25,000,000 (the “Maximum Subscription Amount”) of registered units (such registered units sold in the Offering, the “Units”), each Unit consists of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”) to various investors (each an “Investor” and collectively, the “Investors”) at a purchase price of $5.00 per Unit (the “Purchase Price”)
COMMON SHARE PURCHASE WARRANTCommon Share Purchase Warrant • February 28th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $878,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from 1847 HOLDINGS LLC, a Delaware limited liability company (the “Company”), 182,917 Common Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated February 22, 2023, by and among the Company and the Hol
ContractCommon Share Purchase Warrant • August 8th, 2022 • 1847 Holdings LLC • Services-management consulting services • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF CRAFT CAPITAL MANAGEMENT LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 15th, 2024 • 1847 Holdings LLC • Services-management consulting services • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Missouri
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 18, 2019, is entered into by and among 1847 GOEDEKER INC., a Delaware corporation (“Buyer”), GOEDEKER TELEVISION CO., INC., a Missouri corporation (“Seller”), and STEVE GOEDEKER and MIKE GOEDEKER (the “Stockholders”, and each individually, a “Stockholder”).
STOCK PURCHASE AGREEMENT dated as of March 27, 2020 among ASIEN’S APPLIANCE, INC., JOERG CHRISTIAN WILHELMSEN AND SUSAN KAY WILHELMSEN, AS TRUSTEES OF THE WILHELMSEN FAMILY TRUST, U/D/T DATED MAY 1, 1992 andStock Purchase Agreement • June 3rd, 2020 • 1847 Holdings LLC • Services-management consulting services • California
STOCK PURCHASE AGREEMENT, dated as of March 27, 2020 (the “Agreement”), among 1847 Asien Inc., a Delaware corporation (the “Buyer”), Asien’s Appliance, Inc. a California (the “Company”), Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 (the “Seller”), and 1847 Holdings LLC, a Delaware limited liability company (“Buyer Parent”).
MANAGEMENT FEE SUBORDINATION AGREEMENTManagement Fee Subordination Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services
THIS MANAGEMENT FEE SUBORDINATION AGREEMENT (the “Agreement”) is entered into as of April 5, 2019 by and between BURNLEY CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) and 1847 PARTNERS LLC, a Delaware limited liability company (the “Manager”).
SUBORDINATION AGREEMENT (Respecting Leonite Note)Subordination Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Minnesota
This Subordination Agreement (this “Agreement”) is made as of April 5, 2019, by the Leonite Capital, LLC, a Delaware limited liability company (the “Subordinated Creditor”), in favor of Burnley Capital LLC, a Delaware limited liability company (the “Senior Lender”). Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2022 • 1847 Holdings LLC • Services-management consulting services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of ___________, 2022, by and between 1847 HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the undersigned subscribing investor (the “Purchaser”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • New York
This SECURITY AND PLEDGE AGREEMENT (the “Agreement”) is made and entered into on April 5, 2019 by and between 1847 Holdings LLC, a Delaware limited liability company (“EFSH”), 1847 Goedeker Holdco Inc., a Delaware corporation (“Holdco”) and 1847 Goedeker Inc., a Delaware corporation (“1847 Goedeker” and, together with EFSH and Holdco, the “Debtor”) and Leonite Capital LLC, a Delaware limited liability company, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Minnesota
THIS LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of April 5, 2019 is by and among 1847 Geodeker Inc., a Delaware corporation (“Borrower”), 1847 Goedeker Holdco Inc., a Delaware corporation (“Intermediate Holdings”), and the other parties hereto, if any, as Loan Parties, and Burnley Capital LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2023, by and between 1847 HOLDINGS LLC, a Delaware limited liability company, with headquarters located at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Company”), and LEONITE FUND I, LP, a Delaware limited partnership, with its address at 1 Hillcrest Center Dr, Suite 232, Spring Valley, NY 10977 (the “Buyer”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 19th, 2019 • 1847 Holdings LLC • Services-management consulting services
This Loan and Security Agreement (this “Agreement”) is dated as of June 24, 2019 between 1847 Goedeker Inc., a Delaware corporation (“Borrower”) and Northpoint Commercial Finance LLC, a Delaware limited liability company (“Lender”).
SUBSCRIPTION AGREEMENT ofSubscription Agreement • February 9th, 2018 • 1847 Holdings LLC • Services-management consulting services
This subscription agreement (this “Subscription”) is dated , 2018, by and between the investor identified on the signature page hereto (the “Investor”) and 1847 Holdings LLC, a Delaware limited liability company (the “Company”). The parties agree as follows:
ContractMerger Agreement • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO BUYER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
SETTLEMENT AGREEMENTSettlement Agreement • August 14th, 2020 • 1847 Holdings LLC • Services-management consulting services • Missouri
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2020, by and among 1847 GOEDEKER HOLDCO INC., a Delaware corporation (“Holdco”), 1847 GOEDEKER INC., a Delaware corporation (“1847 Sub”), GOEDEKER TELEVISION CO., INC., a Missouri corporation (“GTC”), STEVE GOEDEKER, an individual (“Steve”) and MIKE GOEDEKER, an individual (“Mike”). Holdco, 1847 Sub, GTC, Steve and Mike are sometimes referred to herein as, collectively, the “Parties” and, each, a “Party.”
