AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN AND Dated as of October 8, 2021 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 8, 2021, by and between 1847 CABINET 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.”
ContractSubordination Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
GUARANTY AGREEMENTGuaranty Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
THIS GUARANTY AGREEMENT, dated as of October 8, 2021 (this “Guaranty”), is made by each of the parties listed on the signature page as Guarantor (each a “Guarantor” and collectively, the “Guarantors”), in favor of Leonite Capital LLC, in its capacity as administrative agent (in such capacity, the “Agent”) for the Purchasers party to the Note Purchase Agreement (as hereafter defined), for the benefit of the Agent and the Purchasers.
EXCHANGE AGREEMENTExchange Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • Nevada
Reference is made to that certain Securities Purchase Agreement, dated September 23, 2021 (the “Purchase Agreement”), by and among 1847 Cabinet Inc., a Delaware corporation and subsidiary of Holdings (the “Buyer”), High Mountain Door & Trim, Inc., a Nevada corporation (“High Mountain”), Sierra Homes, LLC, a Nevada limited liability company (“Sierra Homes” and together with High Mountain, each a “Company” and collectively, the “Companies”), and each of you as the sellers of the Securities (each a “Seller” and together, the “Sellers”). This letter agreement is the Exchange Agreement referred to in the Purchase Agreement. Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Purchase Agreement.
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • California
This AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, dated as of October 8, 2021 (this “Amendment”), is entered into among 1847 Asiens Inc., a Delaware corporation (the “Buyer”), and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 (the “Seller”). The Buyer and the Seller are sometimes referred to in this Amendment individually as a “Party” and, collectively, as the “Parties.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “IP Security Agreement”) is dated as of the 8th day of October 2021, and executed by WOLO INDUSTRIAL HORN & SIGNAL, INC., a New York corporation and WOLO MFG. CORP., a New York corporation (each a “Grantor” and collectively the “Grantors”), in favor of Leonite Capital LLC as agent for the Secured Parties under the Security Agreement referenced below (in such capacity, the “Agent”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • Nevada
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated October 6, 2021 (this “Amendment”), is entered into by and among 1847 Cabinet Inc., a Delaware corporation (the “Buyer”), High Mountain Door & Trim, Inc., a Nevada corporation (“High Mountain”), Sierra Homes, LLC, a Nevada limited liability company (“Sierra Homes” and together with High Mountain, each a “Company” and collectively, the “Companies”), and the other parties set forth on the signature page hereto (each a “Seller” and, collectively, the “Sellers”). Each of the Buyer, the Companies and the Sellers are sometimes referred to in this Amendment individually as a “Party” and, collectively, as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
THIS SECURITY AGREEMENT is dated as of October 8, 2021 by and among 1847 HOLDINGS LLC, a Delaware limited liability company (“Holdings”), each other party listed on the signature page hereto as a debtor (collectively, the “Guarantors” and together with Holdings, the “Debtors” and each, a “Debtor”), and LEONITE CAPITAL LLC, in its capacity as administrative agent (in such capacity, the “Agent”) for the Purchasers party to the Note Purchase Agreement referred to below (collectively, together with the Agent, the “Secured Parties”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • New York
THIS NOTE PURCHASE AGREEMENT, dated as of October 8, 2021 (this “Agreement”), is entered into by and among 1847 HOLDINGS LLC, a Delaware limited liability company (the “Issuer”), with its principal executive office at 590 Madison Ave., 21st Floor, New York, NY 10022 (the “Principal Office”), each of the parties listed on the signature page as Guarantor (each a “Guarantor” and collectively, the “Guarantors”; the Issuer and the Guarantors are hereinafter sometimes referred to individually as an “Obligor” and collectively as the “Obligors”), the purchasers identified on the signature pages hereof (such purchasers, together with their respective successors and permitted assigns, each a “Purchaser” and, collectively, the “Purchasers”), and LEONITE CAPITAL LLC, a Delaware limited liability company, as administrative agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Agent”).
SECURITIES PURCHASE AGREEMENT dated as of September 23, 2021 among 1847 CABINET INC. HIGH MOUNTAIN DOOR & TRIM, INC. SIERRA HOMES, LLC AND THE OTHER PARTIES SET FORTH IN EXHIBIT A HERETOSecurities Purchase Agreement • October 13th, 2021 • 1847 Holdings LLC • Services-management consulting services • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 23, 2021 by and among 1847 Cabinet Inc., a Delaware corporation (the “Buyer”), High Mountain Door & Trim, Inc., a Nevada corporation (“High Mountain”), Sierra Homes, LLC, a Nevada limited liability company doing business as “Innovative Cabinets & Design” (“Sierra Homes” and together with High Mountain, each a “Company” and collectively, the “Companies”), and the other parties set forth in Exhibit A hereto (each a “Seller” and, if more than one, the “Sellers”).
