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”).
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.”
COMMON SHARE PURCHASE WARRANTSecurity Agreement • February 13th, 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 $1,390,908.59 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”), 289,772 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 9, 2023, by and among the Company and the Ho
ContractSubordinated Promissory Note • 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.
COMMON SHARE PURCHASE WARRANTSecurities Agreement • February 13th, 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 $1,166,666.67 to the Holder (as defined below) of even date) (the “Note”), Leonite Fund I, LP, 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”), 243,055 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 9, 2023, by and among the Company and the Hold
AGREEMENT AND PLAN OF MERGER dated as of December 21, 2022 by and among 1847 ICU HOLDINGS INC., as the Buyer 1847 ICU ACQUISITION SUB INC., as Merger Sub ICU EYEWEAR HOLDINGS INC. and SAN FRANCISCO EQUITY PARTNERS, as the Stockholder RepresentativeMerger Agreement • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 21, 2022, among 1847 ICU HOLDINGS Inc., a Delaware corporation (the “Buyer”), 1847 ICU ACQUISITION SUB Inc., a Delaware corporation (the “Merger Sub”), ICU Eyewear Holdings Inc., a California corporation (the “Company”) and SAN FRANCISCO EQUITY PARTNERS, in its capacity as the representative of the Stockholders (the “Stockholder Representative”). The Buyer, Merger Sub, the Majority Stockholders and the Stockholder Representative are from time to time herein each referred to as a “Party”, and collectively as the “Parties.”
Industrial Funding Group, Inc. 13848 Ventura Blvd. Sherman Oaks, Calif. 91423-3654 Attn: Steve W. QualeIndemnity and Release Letter • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services
DOMAIN NAME, URL AND IP ADDRESS ASSIGNMENTDomain Name Assignment • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services
This Domain Name, URL and IP Address Assignment, dated as of February 9, 2023 (“Domain Name Assignment”), made by 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 (“Grantor”), in favor of INDUSTRIAL FUNDING GROUP, INC., a California corporation with offices at 13848 Ventura Blvd., Sherman Oaks, CA 91423 (together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of February 9, 2023, is entered into by and among 1847 ICU Holdings Inc., a Delaware corporation (“Buyer”), 1847 ICU Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), ICU Eyewear Holdings, Inc., a California corporation (the “Company”) and San Francisco Equity Partners, solely in its capacity as the Stockholder Representative (collectively, the “Parties”), and amends the Agreement and Plan of Merger, dated as of December 21, 2022 (the “Merger Agreement”) by and among the Parties. Capitalized terms used, but not defined, herein have the meanings set forth in the Merger Agreement.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 13th, 2023 • 1847 Holdings LLC • Services-management consulting services
This Trademark Security Agreement, dated as of February 9, 2023 (this “Agreement”), made by 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 (“Grantor”), in favor of INDUSTRIAL FUNDING GROUP, INC., a California corporation with offices at 13848 Ventura Blvd., Sherman Oaks, CA 91423 (together with its successors and assigns, “Lender”).
COMMON SHARE PURCHASE WARRANTSecurities Agreement • February 13th, 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 $1,166,666.67 to the Holder (as defined below) of even date) (the “Note”), Leonite Fund I, LP, 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”), 243,055 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 9, 2023, by and among the Company and the Hold
