Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2022, 1847 ICU Holdings Inc. ("1847 ICU") and 1847 ICU
Acquisition Sub Inc. ("Merger Sub"), both wholly owned subsidiaries of 1847
Holdings LLC (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ICU Eyewear Holdings Inc. ("ICU Eyewear") and San
Francisco Equity Partners, as the Stockholder Representative. Pursuant to the
Merger Agreement, Merger Sub agreed to merge with and into ICU Eyewear, which
will survive in the merger and become a wholly owned subsidiary of 1847 ICU. The
merger consideration to be paid by 1847 ICU will consist of (i) $4,000,000 in
cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses, and
(ii) unsecured subordinated promissory notes in the aggregate principal amount
of $500,000 (subject to adjustment), which will be issued on the one-year
anniversary of the effective time of the merger (the "Notes"). The principal
amount of the Notes is subject to a post-closing net working capital adjustment.
The Merger Agreement also contains mutual indemnification obligations for
breaches of representations and warranties and failure to perform covenants and
obligations contained in the Merger Agreement.
The closing of the Merger Agreement is subject to customary closing conditions,
including, without limitation, the completion of accounting and legal due
diligence investigations; the receipt of all authorizations and consents; the
receipt of any required consents of any third parties; the release of any
security interests; 1847 ICU obtaining the requisite acquisition financing; and
delivery of all opinions and documents required for the transfer of the equity
interests of ICU Eyewear to 1847 ICU.
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