Exhibit 10.1


 





Subscription Agreement


 


This subscription agreement (this “Subscription”)
is dated March 8, 2019, by and between the investor identified on the signature page hereto (the “Investor”)
and Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), whereby the parties
agree as follows:


 


WHEREAS, the Company desires to sell, and
the Investor desires to purchase shares of the Company’s 9.75% Series A cumulative redeemable preferred stock (“Series
A Preferred Stock”).


 


NOW, THEREFORE, in consideration of the
mutual agreements contained herein, the parties hereto agree as follows:


 


1.       Subscription.


 


(a)       Investor
agrees to buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of shares
(the “Shares”) of the Series A Preferred Stock as are set forth on the signature page hereto, for the aggregate
purchase price set forth on the signature page hereto (the “Purchase Price”).


 


(b)       The
Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-227596, which registration statement
(the “Registration Statement”) has been declared effective by the Securities and Exchange Commission and is
effective on the date hereof. A final prospectus supplement will be delivered as required by law.


 


(c)       The
Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof
as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription
for the Series A Preferred Stock, in whole or in part for any reason and at any time prior to the Closing (as defined below) thereon,
notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s
subscription is rejected, the Investor’s payment will be returned from escrow promptly to the Investor without interest or
deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or
owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and
the Closing with respect to the Investor’s subscription has occurred.


 


(d)       Provided
that the full Purchase Price and a completed and manually executed copy of this Subscription have been tendered and not
returned in accordance with Section 2, the closing of Investor’s purchase of the Shares shall occur on or prior to
March 11, 2019, which date may be extended by up to five business days by the Company without notice to the Investor (such
date, as may be extended, the “Closing Date”). Promptly thereafter, the Company shall cause the Shares to
be delivered to the Investor, which delivery shall be made by delivery of physical certificates to Investor, or if so
designated, through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions
set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions.”


 


2.       Investor
Delivery of Documents and Payment. The Investor hereby tenders to the Company (i) the full Purchase Price by check or wire
transfer and (ii) one completed and manually executed copy of this Subscription. In the event that the sale of Shares are not consummated
for any reason, the Purchase Price will be returned to the investor without interest or deduction.


 






     


     


    

 


3.       Company
Representations and Warranties.  The Company represents and warrants that: (a) it has full corporate power and authority
to enter into this Subscription and to perform all of its obligations hereunder; (b) this Subscription has been duly authorized
and executed by and, when delivered in accordance with the terms hereof, will constitute a valid and binding agreement of the Company
enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity;
(c) the execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict
with or result in a breach of (i) the Company’s Amended and Restated Certificate of Incorporation (including the Certificate
of Designations of the Series A Preferred Stock) or Bylaws, or (ii) any material agreement to which the Company is a party or by
which any of its property or assets is bound; (d) the Shares when issued and paid for in accordance with the terms of this Subscription
will be duly authorized, validly issued, fully paid and non-assessable; (e) the Registration Statement and any post-effective amendment
thereto, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; (f) the prospectus contained in the Registration
Statement, as amended or supplemented, did not contain as of the effective date thereof, and as of the date hereof does not contain,
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal
held by stockholders of the Company and applicable to the transactions contemplated hereby have been duly satisfied or waived in
accordance with the terms of the agreements between the Company and such stockholders conferring such rights.


 


4.       Investor
Representations, Warranties and Acknowledgments. 


 


(a)       The
Investor represents and warrants that: (i) it has full right, power and authority to enter into this Subscription and to perform
all of its obligations hereunder; (ii) this Subscription has been duly authorized and executed by the Investor and , when delivered
in accordance with the terms hereof, will constitute a valid and binding agreement of the Investor enforceable against the Investor
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights and remedies of creditors generally or subject to general principles of equity; (iii) the
execution and delivery of this Subscription and the consummation of the transactions contemplated hereby do not conflict with or
result in a breach of (A) the Investor’s certificate of incorporation or by-laws (or other governing documents), or (B) any
material agreement or any law or regulation to which the Investor is a party or by which any of its property or assets is bound;
(iv) it has had full access to the base prospectus included in the Registration Statement and the Company’s periodic reports
and other information incorporated by reference therein, and was able to read, review, download and print such materials; (v) in
making its investment decision in this offering, the Investor and its advisors, if any, have relied solely on the Company’s
public filings with the Securities and Exchange Commission; (vi) it is knowledgeable, sophisticated and experienced in making,
and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved
in the purchase of the Shares; and (vii) except as set forth below, the Investor is not a, and it has no direct or indirect affiliation
or association with any, National Association of Securities Dealers, Inc. member as of the date hereof.


 


Exceptions:


 


 


 (If no exceptions, write “none.” If left
blank, response will be deemed to be “none.”)


 


(b)       The
Investor also represents and warrants that, other than the transactions contemplated hereunder, the Investor has not directly or
indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Investor, executed any disposition,
including “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934 (the “Short
Sales”), in the securities of the Company during the period commencing from the time that the Investor first became aware
of the proposed transactions contemplated hereunder until the date hereof (“Discussion Time”). The Investor
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and
terms of this transaction).


 






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5.       Investor
Covenant Regarding Short Sales and Confidentiality. The Investor covenants that neither it nor any affiliates acting on its
behalf or pursuant to any understanding with it will execute any Short Sales or other disposition of securities of the Company
during the period after the Discussion Time and ending at the time that the transactions contemplated by this Subscription are
first publicly announced through a press release and/or Form 8-K. The Investor covenants that until such time as the transactions
contemplated by this Subscription are publicly disclosed by the Company through a press release and/or Form 8-K, the Investor will
maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms
of this transaction).


 


6.       Miscellaneous.


 


(a)       The
Company will reimburse Investor $125,000 for due diligence fees in connection with this transaction. This Subscription constitutes
the entire understanding and agreement between the parties with respect to its subject matter, and there are no agreements or understandings
with respect to the subject matter hereof which are not contained in this Subscription. This Subscription may be modified only
in writing signed by the parties hereto.


 


(b)       This
Subscription 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.


 


(c)       The
provisions of this Subscription are severable and, in the event that any court or officials of any regulatory agency of competent
jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Subscription and this Subscription shall be reformed and construed
as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such
provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially
adversely effect the economic rights of either party hereto.


 


(d)       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 Federal Express, 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 Seller:  as set forth on the signature
page hereto.


 


To the Buyer:  as set forth on the signature
page hereto.


 


All notices hereunder shall be effective upon receipt by the
party to which it is addressed.


 


(e)       This
Subscription shall be governed by and interpreted in accordance with the laws of the State of Connecticut for contracts to be wholly
performed in such state and without giving effect to the principles thereof regarding the conflict of laws.  To the extent
determined by such court, the prevailing party shall reimburse the other party for any reasonable legal fees and disbursements
incurred in enforcement of, or protection of any of its rights under this Subscription.


 






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If the foregoing correctly sets forth our
agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription.


 


	 	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. 
	 	 	 	 
	 	 	 	 
	 	 	By: 	 /s/ William J. Rouhana, Jr.
	 	 	 	Name: William J. Rouhana, Jr.
	
        Number of Shares: 50,000

        Purchase Price Per Share: $25.00

        Aggregate Purchase Price:
        $1,250,000
	 	 	
        Title: Chief Executive Officer

        

        Address for Notice:

         

        Chicken Soup for the Soul Entertainment, Inc.

        132 E. Putnam Avenue, Floor 2W

        Cos Cob, Connecticut 06807

        Facsimile: [( )_____]

        Attention: Chief Executive Officer

	 	 	 	 
	 	 	 	 
	INVESTOR: DAVID S. NAGELBERG 2003 REVOCABLE TRUST	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	/s/
David S. Nagelberg	 	 	 
	Name:
David S. Nagelberg	 	 	 
	Title:
Trustee	 	 	 
	 	 	 	 
	Address for Notice:	 	 	 
	939 Coast Blvd., Unit 21 DE	 	 	 
	La Jolla, CA 92037	 	 	 
	 	 	 	 
	Facsimile: 858-750-2348	 	 	 
	Attention: David S. Nagelberg	 	 	 
	 	 	 	 
	DWAC Instructions:



	 	 	 
	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	 	 	
	 	 	 	 
	DTC Participant Number:	 	 	
	 	 	 	 
	Name of Account at DTC Participant being 

credited with the Shares:	 	 	
	 	 	 	 
	Account Number at DTC Participant being credited 

with the Shares	 	 	



  








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