This Engagement Agreement involves
Title: RESTRICTED COMMON SHARE GRANT AGREEMENT
Governing Law: Delaware Date: 2/7/2014
RESTRICTED COMMON SHARE GRANT AGREEMENT
THIS RESTRICTED COMMON SHARE GRANT AGREEMENT (this “Agreement”) is dated as of September 15, 2013, among 1847 HOLDINGS LLC (the “Company”), BEVILACQUA PLLC and JOSEPH J. KAUFMAN (collectively, the “Recipient”).
1847 Partners LLC, an affiliate of the Company (“Partners”) has entered into an engagement agreement with the Recipient, dated as of the date hereof (the “Engagement Agreement”) pursuant to which the Recipient will provide services to Partners and the Company as set forth therein. In partial consideration for providing such services, which will benefit the Company, the Company is granting to the Recipient 150,000 Common Shares (as defined in the limited liability company operating agreement), in the aggregate, of the Company.
NOW, THEREFORE, it is agreed between the parties as follows:
SECTION 1.ISSUANCE OF COMMON SHARES; VESTING; CONTINUOUS SERVICE.
(i) Pursuant to the terms of this Agreement, the Company agrees to grant to the Recipient on the date hereof 150,000 Common Shares of which, Bevilacqua PLLC shall receive 75%, or 112,500 Common Shares and Joseph J. Kaufman shall receive 25%, or 37,500 Common Shares. It is acknowledged and agreed that the aggregate fair market value of the Common Shares issued hereunder as of the date of this Agreement is not more than $15,000 ($ 0.10 per Common Share). If for any reason Mr. Kaufman ceases to provide services under the Engagement Agreement any unvested Common Shares of Mr. Kaufman shall automatically transfer to Bevilacqua PLLC.
(ii) The “Vesting Start Date” is September 1, 2013. The vesting schedule is that 1/12 th of the Common Shares will be fully vested on the date hereof and, thereafter, 1/12 th of the Common Shares will vest on the first day of each month so long as the Engagement Agreement has not been terminated such that all of the Common Shares will be vested on September 1, 2014.
SECTION 2.FORFEITURE OF UNVESTED COMMON SHARES.
Upon termination of the Engagement Agreement for any reason , any Common Shares that have not vested shall immediately be forfeited without any additional action by the parties and without any payment being made therefor.
SECTION 3.SECTION 83(B) ELECTION.
Recipient understands that