EXHIBIT 10.1
SUBSCRIPTION AGREEMENT
of
1847 Holdings LLC
This subscription agreement (this “Subscription”) is dated , 2018, by and between the investor identified on the signature page hereto (the “Investor”) and 1847 Holdings LLC, a Delaware limited liability company (the “Company”). The parties agree as follows:
1. Subscription
Investor agrees to buy and the Company agrees to sell and issue to Investor such number of units (the “Units”), each Unit consisting of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the Purchase Price per Unit, each as set forth on the signature page hereto.
The Units are being offered pursuant to a registration statement on Form S-1, File No. 333-220844 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Units and acceptance of Investor’s Subscription. The prospectus (the “Prospectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law.
The Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective bythe Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account shall be released to the Company, and (ii) the Company shall cause the Shares and the Warrants to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the DRS or book-entry delivery of Shares and the Warrants on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof.
The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.
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2. Subscription Process.
To purchase our Units in this offering, investors must complete and sign a subscription agreement. Investors will be required to pay for their Units by wire, certified check or ACH transfer for the full purchase price of the Units, payable to “Signature Bank, as the Escrow Agent for 1847 Holdings LLC.” Signature Bank shall serve as escrow agent for any payments made via wire, certified check or ACH transfer.
From and after the date that we sell a minimum of $12,500,000 of Units in the offering, in addition to accepting payments by wire, certified check or ACH transfer, we will also accept payments in Bitcoin and Ether cryptocurrencies. If you desire to pay for Units in Bitcoin or Ether you will be provided with our public key so that you can transfer your cryptocurrency payment directly to our digital wallet. Investors who pay for Units in cryptocurrency will bear the exchange rate fluctuation risk during the period between the time that the investor subscribes for the units and the time when we accept the subscription. We intend to accept subscriptions daily after the minimum of $12,500,000 Units are sold in the offering, but cannot guarantee that we will be able to accept subscriptions on such basis.
Subscriptions will be effective only upon our acceptance of the subscriptions, and we reserve the right to reject any subscriptions in whole or in part. In compliance with Rule 15c2-4 under the Exchange Act, we and the Underwriter will instruct investors to deliver all monies in the form of checks, wire transfers or ACH transfers to the escrow agent. Upon the escrow agent’s receipt of such monies, they shall be credited to the escrow account. Pursuant to escrow agreement among us, Underwriter and Signature Bank, as escrow agent, the funds received in payment for the Units purchased in this offering will be wired to a non-interest bearing escrow account at Signature Bank, and held until the escrow agent determines that the amount in the escrow account is equal to at least the minimum amount required to close this offering. Upon confirmation of receipt of the requested minimum subscription amount, the escrow agent will release the funds in accordance with the written instructions provided by us and Underwriter, indicating the date on which the Shares and the Warrants purchased in this offering are to be delivered to the investors and the date the net proceeds are to be delivered to us. Unless investors instruct us otherwise, we will deliver the Shares and Warrants being issued to the investors electronically.
3. Investor Representations.
a. Investor represents that it has received (or otherwise had access to the electronic filing on the SEC website) the Prospectus prior to or in connection with receipt of this Agreement.
b. Investor represents that it understands and acknowledges that Investor's subscription for the Shares and the Warrants indicated on the Signature Page hereto may be accepted or rejected in whole or in part by the Company, for any reason and in their sole and absolute discretion.
4. FINRA Rules 5130 and 5131
This rule states that “restricted persons” are prohibited from participating in Syndicate or new issue offerings. Please review the following definition of a “restricted person” on Schedule A prior to signing this form acknowledging you do not fall into '“restricted person” status.
The undersigned hereby represents and warrants as of the date set forth below that:
i. The undersigned is the holder of the account identified below or is authorized to represent the beneficial holders of the account;
ii. Neither the undersigned nor any beneficial holder of the account is a “restricted person” as that term is described in FINRA Rule 5130 (described in Schedule A); and
iii. The undersigned understands FINRA. Rule 5130 and the account is eligible to purchase new issues in compliance with such rule.
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5. Miscellaneous
This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format.
All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as FedEx, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:
To the Company: as set forth on the signature page hereto.
To the Investor: as set forth on the signature page hereto.
All notices hereunder shall be effective upon receipt by the party to which it is addressed.
If the foregoing correctly sets forth the parties’ agreement, please confirm this by signing and returning to the Company the duplicate copy of this Subscription Agreement.
Please email back the completed Subscription Agreement to offerings@boustead1828.com or fax to 815-301-8099.
[Signature Page to Investor Subscription Agreement for 1847 Holdings LLC]
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If the foregoing correctly sets forth the parties agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription Agreement.
| 1847 HOLDINGS LLC
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Number of Units:________________________ |
| By: | ||
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Purchase Price per Unit: $¨ |
| Name: | ||
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Aggregate Purchase Price: $____________________ |
| Title: | ||
| Address Notice: | |||
INVESTOR Name:__________________________ |
| 1847 HOLDINGS LLC | ||
| 590 Madison Avenue, 21st Floor New York, NY 10022 | |||
Signature: |
| Address: | ||
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Signor Name: | ||||
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Title: |
| Phone: | ||
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Date: |
| SSN or EIN: |
Check Method of Payment: Check enclosed______ or
Please wire $____________________from my account held at:________________________
Account Title:_______________________________; Account Number:_____________________
To the following instructions:
Signature Bank, 950 Third Avenue, 9th Floor New York, New York 10022
ABA/Routing #
Swift #: Account #:
Account Title:
Telephone No.
Fax No.
By: |
| Date:_______________ , 2018 | |
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Name: | |||
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Title: |
Select method of delivery of Shares and the Warrants:
DWAC DELIVERY
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DWAC Instructions:
| 1. | |
| Name of DTC Participant (broker dealer at which the account or accounts to be credited with the Shares and the Warrants are maintained) | |
| 2. | |
| DTC Participant Number | |
| 3. | |
| Name of Account at DTC Participant being credited with the Shares and the Warrants | |
| 4. | |
| Account Number of DTC Participant being credited with the Shares and the Warrants |
DRS Electronic Book Entry Delivery Instructions:
Name in which Shares and the Warrants should be issued:_______________________________________
Address: |
| Telephone No.: |
Please email back the completed Subscription Agreement to offerings@boustead1828.com or fax to 815-301-8099.
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SCHEDULE A
a) | FINRA Member Firms or other Broker/Dealers |
b) | Broker-Dealer Personnel |
• | Any officer, director, General partner, associated person or employee of a member firm or any other Broker/dealer. |
• | Any agent of a member firm or any other Broker/dealer that is engaged in the investment banking or securities business |
• | Any immediate family member of a person specified above. Immediate family members include a person's parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in law, and children. |
i. | Person that materially supports or receives material support from the immediate family member. |
ii. | Person employed by or associated with the member, or an affiliate of the member, selling the new issue to the immediate family member. |
iii. | Person that has an ability to control the allocation of the new issue. |
c) | Finders and Fiduciaries. With respect to the security being offered, a finder or any person acting in a fiduciary capacity to the managing underwriter, including, but not limited to, attorneys, accountants, and financial consultants; and any immediate family members (or person(s) receiving material support or receives material support from the family member) of a person identified as a Finder or Fiduciary. |
d) | Portfolio Managers |
a. | Any person who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment advisor, or collective investment account. |
b. | Any immediate family member of a person specified under portfolio Managers that materially supports, or receives material support from such person. |
e) | Persons Owning a Broker/Dealer |
a. | Any person listed, or required to be listed, in Schedule A of a Form BD, except persons identified by ownership of less than 10%. |
b. | Any person listed, or required to be listed, in Schedule B of a Form BD, except persons identified by ownership of less than 10%. |
c. | Any person listed, or required to be listed, in Schedule C of a Form BD that meets the criteria of (e)(bullet point 1) or (e) (bullet point 2) above. |
d. | Any person that directly or indirectly owns 10% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD. |
e. | Any person that directly or indirectly owns 25% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD. |
f. | Any immediate family member of a person specified in (5) (bullet points 1-5) unless the person owning the Broker/dealer: |
i. | Does not materially support, or receive material support from the immediate family member. |
ii. | Is not an owner of the member, or an affiliate of the member, selling the new issue to the immediate family member. |
iii. | Has no ability to control the allocation of the new issue. |
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