Exhibit 10.1


 


1847 WOLO INC.


 


SUBSCRIPTION AGREEMENT FOR


SHARES OF SERIES A PREFERRED STOCK


 


March 29,
2021


 


		To:	The Board of Directors of
		 	1847
Wolo Inc.



 


Gentlemen:


 


The
undersigned, 1847 Holdings LLC (“Subscriber”), hereby offers to purchase and subscribe
for One Thousand (1,000) shares (the “Shares”) of the Series A Preferred Stock, par
value $0.001 per share, of 1847 Wolo Inc., a Delaware corporation (the “Corporation”)
at a price of $3,000 per share and as consideration for the issuance of the Shares by the Corporation, the undersigned agrees to pay to
the Corporation in cash the sum of Three Million Dollars ($3,000,000.00). As further consideration for the subscription and purchase of
the Shares pursuant to this letter, Subscriber hereby represents, warrants and acknowledges to the Corporation as follows:


 


(i) The
Shares are being acquired by the Subscriber for its account, for investment purposes and not with a view to the sale or distribution of
all or any part of the Shares, nor with any present intention to sell or in any way distribute the same, as those terms are used in the
Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated
thereunder;


 


(ii) Subscriber
has sufficient knowledge and experience in financial matters so as to be capable of evaluating the merits and risks of purchasing the
Shares;


 


(iii)
 Subscriber has reviewed copies of such documents and other information as Subscriber has deemed
necessary in order to make an informed investment decision with respect to its purchase of the Shares;


 






     


     


    

 


(iv) Subscriber
understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Act or the availability
of an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption
from registration under the Act, the Shares must be held indefinitely. Further, Subscriber understands and has the financial capability
of assuming the economic risk of an investment in the Shares for an indefinite period of time;


 


(v) Subscriber
has been advised by the Corporation that Subscriber will not be able to dispose of the Shares, or any interest therein, without first
complying with the relevant provisions of the Act and any applicable state securities laws;


 


(vi) Subscriber
understands that the provisions of Rule 144 promulgated under the Act, permitting the routine sales of the securities of certain issuers
subject to the terms and conditions thereof, are not currently, and may not hereafter be, available with respect to the Shares; 


 


(vii) Subscriber
acknowledges that the Corporation is under no obligation to register the Shares or to furnish any information or take any other action
to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Act or any state
securities laws with respect to sales of the Shares in the future;


 


(viii) Subscriber
is an “Accredited Investor” as defined in rule 501 (a) of Regulation D of the Act.


 





	 	1847 HOLDINGS LLC
	 	 
	 	By:	/s/ Jay Amond
	 	 	Name: Jay Amond
	 	 	Title: Chief Financial Officer