EXHIBIT
10.1


 


STEM
HOLDINGS, INC.


 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page
to this Agreement (the “Subscriber”) in connection with its investment in Stem Holdings, Inc., a Nevada corporation
(the “Company”). The Company is conducting a public offering (the “Offering”) of up to twenty
million (20,000,000) shares together with up to twenty million (20,000,000) Warrants. The terms and conditions of the Offering
are detailed in the Summary of Offering Terms and the Company’s Prospectuses dated December 14, 2020. The minimum investment
amount is $50,000 per investor. The closing shall take place no later than January 31, 2021 (the “Offering Period”)
and any Subscriptions not accepted by the Company shall be returned to the Subscriber without interest or deduction thereon.


 


Prior
to, or simultaneously with, or after the date of this Agreement, the Company may offer in private placements of various securities
of the Company, including but not limited to debt, convertible debt, Common Stock and warrants to purchase Common Stock (collectively,
the “Other Private Placements”). By execution hereof, Subscriber acknowledges and understands the existence
of and that the Company may conduct Other Private Placements, the terms of which may be considered better, worse or similar to
the terms of this Offering. Furthermore, by execution hereof, the Subscriber waives any and all rights to exercise any rescission
right with respect to understanding the nature of the Subscriber’s investment hereunder and the differences between the
terms of this Offering and the Securities and those terms and securities of the Company issued or to be issued in the Other Private
Placements.


 


In
consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Subscriber agree as follows:


 


1.
SUBSCRIPTION AND PURCHASE PRICE


 


(a)
Subscription. Subject to the conditions set forth in Section 2 hereof and the Subscriber’s acknowledgement of and
waiver of any rescission right with respect to the Company conducting or consummating Other Private Placements, the Subscriber
hereby subscribes for and agrees to purchase for the aggregate subscription amount as set forth on the signature page hereof (the
“Subscription Amount”) and on the terms described herein together with the Prospectus and Summary of Offering
Terms.


 




    	 



     


    




 


(b)
Purchase of Securities. The Subscriber’s delivery of this Agreement to the Company shall be accompanied by payment
for the Securities subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available funds
delivered contemporaneously with the Subscriber’s delivery of this Agreement in accordance with the wire instructions attached
hereto as Exhibit A. A designated third-party Escrow Agent (“Escrow Holder”) will hold the funds in escrow
pursuant to the Escrow Agreement between the Company and the Escrow Holder. The Subscriber understands and agrees that, subject
to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement. The Subscriber further
understands that pending the Closing (as defined in Section 2(b) of this Agreement, the funds will deposited into a non-interest
bearing account maintained by the Escrow Holder.


 


2.
Acceptance, Offering Term and Closing Procedures


 


(a)
Acceptance or Rejection. The obligation of the Subscriber to purchase the Securities hereunder shall be irrevocable, and
the Subscriber shall be legally bound to purchase the Securities subject to the terms set forth in this Agreement. The Subscriber
understands and agrees that the Company reserves the right to reject this subscription for Securities in whole or part in any
order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance
of the Subscriber’s subscription. In the event of rejection of this subscription by the Company in accordance with this
Section 2, or if the sale of the Securities is not consummated by the Company for any reason or no reason, this Agreement and
any other agreement entered into between the Subscriber and the Company relating to this subscription shall thereafter have no
force or effect, and the Company shall promptly return or cause to be returned to the Subscriber the purchase price remitted to
the Company, without interest thereon or deduction therefrom. Notwithstanding, the Subscriber shall continue to be bound by the
terms of any Non-Disclosure Agreement between the parties.


 


(b)
Closing. Subject to the receipt of subscriptions and executed Subscription agreements. The closing of the purchase and
sale of the Securities hereunder (the “Closing”) shall take place at the offices of Stem Holdings, Inc. or
such other place as determined by the Company and Driven Deliveries, Inc.


 


(c)
Following Acceptance or Rejection. The Subscriber acknowledges and agrees that this Agreement and any other documents delivered
in connection herewith will be held by the Company. In the event that this Agreement is not accepted by the Company for whatever
reason, which the Company expressly reserves the right to do, this Agreement, the Subscription Amount received by the Company
(without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Agreement.


 




    	 



     


    




 


3.
THE SUBSCRIBER’s Representations, Warranties AND cOVENANTS


 


The
Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


 


(a)
The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber.


 


(b)
The Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal,
tax, economic and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted
with, only its Advisors. Each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this
Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor
and the Company or any affiliate or sub-agent thereof.


 


(c)
The Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully
understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s
entire investment. The Subscriber has reviewed, or had an opportunity to review, the Company’s Prospectus and Summary of
Offering Terms, which are deemed incorporated herein by reference, including, without limitation, all “Risk Factors”
and “Forward Looking Statements” disclaimers contained therein.


 


(d)
No oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors,
if any, by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection
with the Offering, other than any representations of the Company contained herein, and in subscribing for the Securities, the
Subscriber is not relying upon any representations other than those contained herein.


 


(e)
Neither the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering.
There is no government or other insurance covering any of the Securities.


 


(f)
The Subscriber has reviewed the risk factors contained in this Subscription Agreement. The Subscriber has been advised about the
Other Private Placements. The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Offering and the business, financial condition, results of operations and prospects of
the Company and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any.


 


(g)
The Subscriber is unaware of, is in no way relying on, and did not become aware of, the Offering through or as a result of, any
form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other
communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail
over the Internet, in connection with the Offering and is not subscribing for Securities and did not become aware of the Offering
through or as a result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription
by, a person not previously known to the Subscriber in connection with investments in securities generally.


 




    	 



     


    




 


(h)
The Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees
or the like relating to this Agreement or the transactions contemplated hereby.


 


(i)
The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber
were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or its management and should not be relied upon.


 


(j)
(For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been
informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require
diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible
for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to
make such investment decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on
any advice or recommendation of the Company or any of its affiliates.


 


(k)
This Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges
and agrees that the Company reserves the right to reject any subscription for any reason.


 


(l)
The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents,
advisors, affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and
all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding
or investigation whether commenced or threatened) (a “Loss”) arising out of or based upon any representation
or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith
being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made
by the Subscriber herein or therein; provided, however, that the Subscriber shall not be liable for any Loss that
in the aggregate exceeds the Subscriber’s Aggregate Purchase Price tendered hereunder.


 


(m)
The Subscriber is, and on each date on which the Subscriber continues to own restricted securities from the Offering will be,
an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor”
is deemed to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding
the value of their primary residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.


 


(n)
The Subscriber acknowledges receipt and careful review of all documents furnished in connection with this transaction by the Company,
including the Prospectus and Summary of Offering Terms (collectively, the “Offering Documents”), and has been furnished
by the Company during the course of this transaction with all information regarding the Company which the Subscriber has requested
or desires to know; and the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning the terms and conditions of the Offering, and any additional information
which the Subscriber has requested.


 




    	 



     


    




 


(o)
The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority,
Inc. (“FINRA”) member firm, the Subscriber must give such firm the notice required by the FINRA’s Conduct Rules,
receipt of which must be acknowledged by such firm on the signature page hereof.


 


(p)
The Subscriber hereby acknowledges that neither the Company nor any persons associated with the Company who may provide assistance
or advice in connection with the Offering (other than the placement agent, if one is engaged by the Company) are or are expected
to be members or associated persons of members of the FINRA or registered broker-dealers under any federal or state securities
laws. This Offering is made directly by the Company.


 


(q)
The Subscriber hereby represents that, except as expressly set forth in the Offering Documents, no representations or warranties
have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and, in entering into this
transaction, the Subscriber is not relying on any information other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.


 


(r)
All information provided by the Subscriber in the Investor Questionnaire attached hereto is true and accurate in all respects,
and the Subscriber acknowledges that the Company will be relying on such information to its possible detriment in deciding whether
the Company can sell these securities to the Subscriber without giving rise to the loss of the exemption from registration under
applicable securities laws.


 


4.
The Company’s Representations, Warranties and Covenants


 


The
Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:


 


(a)
The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the
Company in accordance with its terms.


 


(b)
The Securities to be issued to the Subscriber pursuant to this Agreement, when issued and delivered in accordance with the terms
of this Agreement, will be duly and validly issued and will be fully paid and non-assessable.


 


(c)
Neither the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s
organizational materials, as amended to date, or result in a breach of any terms or provisions of, or constitute a default under,
any material contract, agreement or instrument to which the Company is a party or by which the Company is bound.


 




    	 



     


    

 


(d)
The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length purchaser with
respect to the Securities and the transactions contemplated hereby. The Company further acknowledges that the Subscriber is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and any advice given by the Subscriber or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereby is merely incidental to the Subscriber’s purchase of the Securities.
The Company further represents to the Subscriber that the Company’s decision to enter into this Agreement has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(e)
The Company will indemnify and hold harmless the Subscriber and, where applicable, its directors, officers, employees, agents,
advisors and shareholders, from and against any and all loss arising out of or based upon any representation or warranty of the
Company contained herein or in any document furnished by the Company to the Subscriber in connection herewith being untrue in
any material respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the
Subscriber in connection therewith; provided, however, that the Company’s liability shall not exceed the Subscriber’s
Aggregate Purchase Price tendered hereunder.


 


5.
Use of Proceeds


 


The
Company anticipates using the gross proceeds from the Offering for general corporate purposes, other growth initiatives and capital
expenditures, and transaction costs including the consummation of the Company’s merger with Driven Deliveries, Inc.


 


6.
CONDITIONS TO ACCEPTANCE OF SUBSCRIPTION


 


The
Company’s right to accept the subscription of the Subscriber is conditioned upon satisfaction of the following conditions
precedent on or before the date the Company accepts such subscription:


 


(a)
As of the Closing, no legal action, suit or proceeding shall be pending that seeks to restrain or prohibit the transactions contemplated
by this Agreement.


 


(b)
The representations and warranties of the Company contained in this Agreement shall have been true and correct in all material
respects on the date of this Agreement and shall be true and correct as of the Closing as if made on the Closing Date.


 


7.
MISCELLANEOUS PROVISIONS


 


(a)
All parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue
of the fact that such party’s counsel was or was not the principal draftsman of this Agreement.


 




    	 



     


    

 


(b)
Each of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the
preparation and review of this Agreement and related documentation.


 


(c)
Neither this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument
in writing signed by the party against whom any waiver, modification, discharge or termination is sought.


 


(d)
The representations, warranties and agreement of the Subscriber and the Company made in this Agreement shall survive the execution
and delivery of this Agreement and the delivery of the Securities.


 


(e)
Any party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth
on the signature page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier,
messenger service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will
be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the
address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other
parties written notice in the manner herein set forth.


 


(f)
Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement
and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one
person or entity, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties
and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs,
executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


(g)
This Agreement is not transferable or assignable by the Subscriber.


 


(h)
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to
conflicts of law principles.


 


(i)
The Company and the Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with
this Agreement shall be adjudicated before a court located in the City of Boca Raton, Palm Beach County, and they hereby submit
to the exclusive jurisdiction of the federal and state courts of the State of Florida located in the City of Boca Raton, Palm
Beach County with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that
such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale
of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as
either party shall furnish in writing to the other.


 


(j)
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


[Signature
Pages Follow]


 




    	 



     


    

 


	ACCEPTED
    this ___ day of ____________ 2021, on behalf of Stem Holdings, Inc. 
	 
	 	By:	
	 	Name:	Adam
    Berk 
	 	Title:	Chief
    Executive Officer