MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN AND Dated as of March __, 2021 MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 5th, 2021 • 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 March __, 2021, by and between 1847 WOLO 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.”
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT, dated March __, 2021 (the “Amendment”), among 1847 Wolo Inc., a Delaware corporation (the “Buyer”), Wolo Manufacturing Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New York corporation (each, a “Company” and together, the “Companies”), Barbara Solow and Stanley Solow, as the shareholders of the Companies (each, a “Seller” and together, the “Sellers”), nd Stanley Solow, in his capacity as the Seller Representative, and 1847 Holdings LLC, a Delaware limited liability company (“Buyer Parent”). Each of the Buyer, the Companies, the Sellers and the Seller Representative are sometimes referred to in this Amendment individually as a “Party” and, collectively, as the “Parties.”
SUBORDINATION AND STANDBY AGREEMENTSubordination and Standby Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
THIS SUBORDINATION AND STANDBY AGREEMENT (this “Agreement”), dated as of March 30, 2021, between STERLING NATIONAL BANK, a national banking association, having an office at 400 Rella Boulevard, Montebello, New York 10901 (the “Lender”), 1847 WOLO INC, a corporation with an address at c/o 1847 Holdings LLC, 590 Madison Avenue, 21st Floor, New York, New York 10022, WOLO MFG CORP. AND WOLO INDUSTRIAL HORN & SIGNAL, INC., each a corporation with an address at 1 Saxwood Street, Deer Park, New York 11729 (collectively, the “Borrower”), and BARBARA SOLOW AND STANLEY SOLOW, each with an address at 65 Shelter Hill Road, Plainview, New York 11803 (collectively, the “Standby Creditor”).
STOCK PURCHASE AGREEMENT dated as of December 22, 2020 among 1847 WOLO INC., WOLO MANUFACTURING CORP., WOLO INDUSTRIAL HORN & SIGNAL, INC., BARBARA SOLOW, AND STANLEY SOLOWStock Purchase Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
STOCK PURCHASE AGREEMENT, dated as of December 22, 2020 (the “Agreement”), among 1847 Wolo Inc., a Delaware corporation (the “Buyer”), Wolo Manufacturing Corp., a New York corporation and Wolo Industrial Horn & Signal, Inc., a New York corporation (each, a “Company” and together, the “Companies”), Barbara Solow and Stanley Solow, as the shareholders of the Companies (each, a “Sellers” and together, the “Sellers”) and Stanley Solow, in his capacity as the “Seller Representative” (as defined in Section 10.15). The Buyer, the Companies, the Sellers and the Seller Representative may each be referred to herein individually as a “Party” or together as the “Parties”.
COLLATERAL PLEDGE AGREEMENTCollateral Pledge Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
This Collateral Pledge Agreement (“Agreement”), dated as of March 30, 2021, is made by 1847 WOLO INC., a Delaware corporation, having an address at c/o 1847 Holdings LLC, 590 Madison Avenue, 21st Floor, New York, New York 10022 (“Pledgor”), in favor of STERLING NATIONAL BANK, a national banking association with an office at 400 Rella Boulevard, Montebello, New York 10901 (“Secured Party”).
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENTPatent, Trademark and Copyright Security Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
THIS AGREEMENT is made on the 30th day of March, 2021, by and between WOLO MFG. CORP., a New York corporation having a mailing address at 1 Saxwood Street, Deer Park, New York 11729 and WOLO INDUSTRIAL HORN & SIGNAL, INC., a New York corporation having a mailing address at 1 Saxwood Street, Deer Park, New York 11729 (collectively, the “Obligor”) and STERLING NATIONAL BANK having a mailing address at 400 Rella Boulevard, Montebello, New York 10901 (the “Lender”).
CREDIT AGREEMENT by and between Sterling National Bank and WOLO MFG. CORP. WOLO INDUSTRIAL HORN & SIGNAL, INC. 1847 WOLO INC. dATED: as of MARCH 30, 2021Credit Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 30, 2021, by and among WOLO MFG. CORP., a New York corporation, having an office at 1 Saxwood Street, Deer Park, New York 11729 (“Borrower 1”), WOLO INDUSTRIAL HORN & SIGNAL, INC., a New York corporation, having an address at 1 Saxwood Street, Deer Park, New York 11729 (“Borrower 2”) and 1847 WOLO INC., a Delaware corporation, having an address at c/o 1847 Holdings LLC, 590 Madison Avenue, 21st Floor, New York, New York 10022 (“Borrower 3”; together with Borrower 1 and Borrower 2, collectively and jointly and severally, the “Borrower(s)”) and STERLING NATIONAL BANK, a national banking association, with an address of 400 Rella Boulevard, Montebello, New York 10901 (the “Bank”).
MANAGEMENT FEE SUBORDINATION AGREEMENTManagement Fee Subordination Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
This MANAGEMENT FEE SUBORDINATION AGREEMENT (the “Agreement”) dated as of March 30, 2021 is made by 1847 PARTNERS LLC, a Delaware limited liability company, having an office 590 Madison Avenue, 21st Floor, New York, New York 10022 (the “Management Company”), 1847 WOLO INC., a Delaware corporation, having an office c/o 1847 Holdings LLC, 590 Madison Avenue, 21st Floor, New York, New York 10022 (the “Borrower”) to and for the benefit of STERLING NATIONAL BANK, a national banking association, having an address at 400 Rella Boulevard, Montebello, New York 10901 (the “Bank”).
SECURITY AGREEMENT (All Personal Property of Grantor)Security Agreement • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
SECURITY AGREEMENT dated as of March 30, 2021 (“Security Agreement”) made by WOLO MFG. CORP. (“Grantor 1”), WOLO INDUSTRIAL HORN & SIGNAL, INC. (“Grantor 2”) and 1847 WOLO INC. (“Grantor 3”; together with Grantor 1 and Grantor 2, collectively, “Grantor”) to STERLING NATIONAL BANK (“Lender”).
REVOLVING CREDIT NOTERevolving Credit Note • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
This Revolving Credit Note is the Revolving Credit Note referred to in the Agreement and is entitled to the benefits and subject to the terms thereof and may be prepaid in whole or in part (subject to the indemnity provided in the Agreement) as provided therein. This Revolving Credit Note is secured by the collateral described in the Agreement and the Security Documents.
TERM NOTETerm Note • April 5th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
This Term Note is the Term Note referred to in the Agreement and is entitled to the benefits and subject to the terms thereof and may be prepaid in whole or in part (subject to the indemnity provided in the Agreement) as provided therein. This Term Note is secured by the collateral described in the Agreement and the Security Documents.
