COMMON SHARE PURCHASE WARRANTCommon Share Purchase Warrant • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • New York
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $714,285.71 secured convertible promissory note to the Holder (as defined below) of even date (the “Note”), Leonite Capital, LLC, a Delaware limited liability company (including any permitted and registered assigns, each a “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”), up to 200,000 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 April 5, 2019, by and between the Company and t
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”).
MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN AND Dated as of April 5, 2019 MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 8th, 2019 • 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 April 5, 2019, by and between 1847 GOEDEKER 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.”
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”).
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).
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”).
Contract1847 Holdings LLC • April 8th, 2019 • Services-management consulting services • New York
This instrument and the indebtedness evidenced hereby, and the rights and remedies of the holders of this instrument, are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions thereof, the “Subordination Agreement”) dated as of April 5, 2019, by and among 1847 Goedeker Inc., a Delaware corporation, 1847 Goedecker Holdco Inc., a Delaware corporation, Small Business Community Capital II, L.P., a Delaware limited partnership, and Burnley Capital LLC, a Delaware limited liability company, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
SUBORDINATION AGREEMENT (Respecting Seller Note and Earn Out Payments)Subordination Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • New York
This Subordination Agreement (this “Agreement”) is made as of April 5, 2019, by and between Goedeker Television Co., Inc., a Missouri corporation (the “Subordinated Creditor”), and Small Business Community Capital L.P., a Delaware limited partnership (the “Senior Lender”). Each of the Subordinated Creditor and Senior Lender may be referred to herein as a “Creditor” or collectively as the “Creditors”.
PLEDGE AGREEMENTPledge Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Minnesota
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of April 5, 2019 is made by 1847 Goedeker Holdco Inc., a Delaware corporation (“Holdco”; and together with the each other party who is designated as a “Pledgor” on the signature pages hereto, each individually, a “Pledgor” and collectively, the “Pledgors”), in favor of BURNLEY CAPITAL LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).
SUBORDINATION AGREEMENT (Respecting Seller Note and Earn Out Payments)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 and between Goedeker Television Co., Inc., a Missouri corporation (the “Subordinated Creditor”), and Burnley Capital LLC, a Delaware limited liability company (the “Senior Lender”). Each of the Subordinated Creditor and Senior Lender may be referred to herein as a “Creditor” or collectively as the “Creditors”.
DEPOSIT ACCOUNT CONTROL AGREEMENT (Access Restricted after Notice)Control Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services
This Deposit Account Control Agreement (the “Agreement”), dated as of the date specified on the initial signature page of this Agreement, is entered into by and among 1847 Goedeker Inc., a Delaware corporation (“Company”), Burnley Capital LLC, a Delaware limited liability company (“First Lien Secured Party”), Small Business Community Capital II, L.P., a Delaware limited partnership (the “Second Lien Secured Party”; and collectively with Burnley, the “Secured Parties”) and Montgomery Bank (“Bank”), and sets forth the rights of each Secured Party and the obligations of Bank with respect to the deposit accounts of Company at Bank identified at the end of this Agreement as the Collateral Accounts (each hereinafter referred to individually as a “Collateral Account” and collectively as the “Collateral Accounts”). Each account designated as a Collateral Account includes, for purposes of this Agreement, and without the necessity of separately listing subaccount numbers, all subaccounts present
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Missouri
This AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of April 5, 2019, is entered into by and among 1847 Goedeker Inc., a Delaware corporation (“Buyer”), 1847 Goedeker Holdco Inc., a Delaware corporation (“Holdco”), Goedeker Television Co., Inc., a Missouri corporation (“Seller”), and Steve Goedeker and Mike Goedeker (the “Stockholders”, and each individually, a “Stockholder”).
Contract1847 Holdings LLC • April 8th, 2019 • Services-management consulting services • Missouri
This instrument and the indebtedness evidenced hereby, and the rights and remedies of the holders of this instrument, are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (Respecting Seller Note and Earn Out Payments) (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions thereof, the “Subordination Agreement”) dated as of April 5, 2019, by and among Goedeker Television Co., Inc., a Missouri corporation, and Burnley Capital LLC, a Delaware limited liability company, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
LEASE AGREEMENTLease Agreement • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Missouri
This Lease Agreement (“Lease”) is entered into by and between the undersigned Landlord and Tenant on this the 5th day of April, 2019, in accordance with the terms and conditions hereinafter set forth.
REVOLVING NOTE1847 Holdings LLC • April 8th, 2019 • Services-management consulting services • Minnesota
FOR VALUE RECEIVED, 1847 Geodeker Inc., a Delaware corporation (the “Borrower”), promises to pay to the order of Burnley Capital LLC, a Delaware limited liability company (the “Lender”), on the Revolving Loan Maturity Date as provided in that certain Loan and Security Agreement dated as of the date hereof (as the same may be amended, supplemented or restated from time to time, the “Loan Agreement”), by and among the Borrower, the other Loan Parties party thereto and as defined therein, and the Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100THS DOLLARS ($1,500,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower under the Loan Agreement, together with interest from the date hereof until this Note is fully paid on the principal amount hereunder remaining unpaid from time to time, computed in the manner, and at the ra
Contract1847 Holdings LLC • April 8th, 2019 • Services-management consulting services • Delaware
THIS WARRANT AND THE COMPANY SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
Contract1847 Holdings LLC • April 8th, 2019 • Services-management consulting services • New York
This instrument and the indebtedness evidenced hereby, and the rights and remedies of the holders of this instrument, are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions thereof, the “Subordination Agreement”) dated as of April 5, 2019, by and among 1847 Goedeker Inc., a Delaware corporation, 1847 Goedecker Holdco Inc., a Delaware corporation, Small Business Community Capital II, L.P., a Delaware limited partnership, and Burnley Capital LLC, a Delaware limited liability company, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement..
GUARANTYGuaranty • April 8th, 2019 • 1847 Holdings LLC • Services-management consulting services • Minnesota
This GUARANTY (this “Guaranty”), dated as of April 5, 2019, is made by 1847 Holdings LLC, a Delaware limited liability company (“Guarantor”), in favor of Burnley Capital LLC, a Delaware limited liability company (the “Lender”).
