0001213900-24-110185 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 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”).

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STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
Stock and Membership Interest Purchase Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • Nevada

STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of November 4, 2024 (the “Agreement”), among 1847 CMD Inc., a Delaware corporation (the “Buyer”) and Chris Day (the “Seller”).

BETWEEN a Nevada limited-liability company AS LANDLORD AND Delaware corporation AS TENANT DATED AS OF December 13, 2024 LEASE
Lease • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • Nevada

THIS LEASE (“Lease”) is entered into as of the 13th day of December, 2024 (the “Execution Date”), by and between CD Gowan LLC, a Nevada limited liability company (“Landlord”) and 1847 CMD Inc., a Delaware corporation (“Tenant”).

PLEDGE AGREEMENT
Pledge Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services

This Pledge Agreement (“Agreement”) is made and entered into as of the 16th day of December, 2024, by and between 1847 Holdings LLC, a Delaware limited liability company (the “Pledgor”) and The CD Trust, dated October 18, 2021 (“Pledgee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
Stock and Membership Interest Purchase Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • Nevada

This AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated December 13, 2024 (this “Amendment”), is entered into by and among 1847 CMD INC., a Delaware corporation, Christopher M. Day, and The CD Trust, dated October 18, 2021 (the “Trust”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement, unless amended herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 13, 2024, between 1847 Holdings LLC, a Delaware limited liability company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITY AGREEMENT
Security Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services

THIS SECURITY AGREEMENT (“Agreement”) is dated as of December 16, 2024, by and among 1847 CMD Inc., a Delaware corporation (“1847 CMD”), a Nevada corporation, CMD Inc., a Nevada corporation (“CMD”) and CMD Finish Carpentry LLC, a Nevada limited liability company (“Finish”) (Holdings, 1847 CMD, CMD and Finish are collectively referred to herein as the “Grantors”) and The CD Trust, dated October 18, 2021 (“Lender”) (together, all referred to as the “Parties”), with reference to the following facts:

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 18th, 2024 • 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 December 16, 2024, by and between 1847 CMD 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.”

STRICTLY CONFIDENTIAL
Placement Agent Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • New York
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of December 13, 2024, is entered into by and among 1847 Holdings LLC, a Delaware limited liability company (the “Company”), and undersigned holders (the “Holders”).

PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES Issue Date: December 16, 2024
Pre-Funded Warrant Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • New York

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES (the “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 following Shareholder Approval (as defined below) 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 (1) share of Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT
Stock and Membership Interest Purchase Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • Nevada

This AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated December 16, 2024 (this “Amendment”), is entered into by and among 1847 CMD INC., a Delaware corporation, Christopher M. Day, and The CD Trust, dated October 18, 2021 (the “Trust”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement, unless amended herein.

GUARANTY
Guaranty • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • Nevada

This Guaranty, dated as of December 16, 2024 (this “Guaranty”), is made by 1847 Holdings LLC, a Delaware limited liability company (“Holdings”), CMD, Inc., a Nevada corporation (“CMD”) and CMD Finish Carpentry LLC, a Nevada limited liability company (“Finish”) (collectively, the “Guarantors” and each individually, a “Guarantor”), in favor of The CD Trust, dated October 18, 2021 (“Lender”).

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