CHUC Charlies Holdings Inc (QB)

Exhibit 10.1

CHARLIE’S HOLDINGS, INC.

Subscription Agreement

This Subscription Agreement (the “Agreement”) is by and between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”) and is the date the Company executed the signature page hereto (the “Effective Date”). The Investor and the Company are collectively referred to herein as the “parties” or “each party”.

Recitals

WHEREAS, the Company is offering shares of its common stock, par value $0.001 per share (the “Common Stock”), to accredited Investors as follows:

NOW, THEREFORE, IN CONSIDERATION for entering into this Agreement, and for the representations, promises, covenants and releases contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follow:

1.    Recitals. Each party agrees that the Recitals are true and correct and are incorporated into this Agreement and are made part of this Agreement.

2.    Mutual Representations. Each party represents to the other party that the execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action and no further consent or authorization is required. This Agreement has been duly executed, and when delivered in accordance with the terms hereof, will constitute the valid and legally binding obligation of such party, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

3.    Purchase and Delivery of Shares. The Investor hereby agrees to pay the Company the Purchase Price listed on the signature page hereto within three (3) business days following the execution of this Agreement as follows:

4.    Private Placement Representations and Warranties of the Investor. The Investor makes the representations and warranties to the Company as of the Effective Date as set forth on Exhibit A.

5.    Acceptance of Subscription. The Investor acknowledges that the Company, in its sole discretion, has the right to accept or reject its subscription, in whole or in part, for any reason whatsoever and that its subscription shall be deemed to be accepted by the Company only when this Agreement is executed by the Company.

6.    Indemnification. The Investor acknowledges that the Investor understands the meaning and legal consequences of the representations, warranties, covenants, agreements and restrictions contained in this Agreement and that the truth of these representations, warranties, covenants, agreements and restrictions will be relied upon by the Company, its officers, directors, stockholders, agents and affiliates in accepting the Investor as a lender to or stockholder of, as the case may be, the Company. With regard to the representations, warranties, covenants, agreements and restrictions contained in this Agreement, the Investor hereby agrees to indemnify and hold harmless the Company, its officers, directors, stockholders, agents and affiliates (collectively, the “Indemnified Parties”), from and against any and all loss, damage or liability, together with all costs and expenses including attorneys’ fees and disbursements, which any of the Indemnified Parties may incur by reason of any breach thereof by the Investor and any false, misleading or inaccurate information contained therein.

7.    Survival. All representations, warranties, covenants, agreements and restrictions contained in this Agreement and the indemnification contained in Section 6 shall survive the acceptance of the Investor’s subscription and the dissolution of the Company.

8.    Additional Information. The Investor covenants and agrees to promptly furnish to the Company any and all information concerning the Investor and his/her/its investment in the Company that the Company may from time to time request for the purpose of complying with any federal, state, local or foreign law, statute, rule, regulation or governmental or regulatory requirement, and the Investor warrants and represents that, at the time any such information is furnished to the Company, such information shall be accurate and complete.

(Signature Pages Follow)

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned hereunto sets its signature as of the date set forth below.

THE COMPANY:

Charlie’s Holdings, Inc.

By:                                                               

Name:

Title:

Date:                                     , 2024

INVESTOR:

Name:

– OR –

Name:                                                       

By:                                                               

Name:                                                       

Title:                                                       

Date:                            , 2024

Amount to be invested (Purchase Price):         $                                    

Address:                                                                                  

State of Residence:                                                                         

Phone Number:                                                                         

Exhibit A

Investor Representations and Warranties

(a) Understandings or Arrangements. The Investor is acquiring the Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares. The Investor is acquiring the Shares hereunder in the ordinary course of its business. The Investor understands that the Shares are “restricted securities” and have not been registered under the Act or any applicable state securities law and is acquiring such Shares as principal for his, her or its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Act or any applicable state securities law.

(b) Investor Status. At the time the Investor was offered the Shares, it was, and as of the date hereof it is, an “accredited investor” as defined in Regulation D under the Act. Investor became aware of the offering of Shares solely by means of direct contact between the Investor and the Company or a representative of the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and the Company or a representative of the Company.

(c) Experience of the Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. The Investor understands the Company has substantial doubt regarding its ability to continue as a going concern due to its financial position.

(d) Access to Information. The Investor acknowledges that it has had the opportunity to review this the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and all other subsequent filings with the Securities and Exchange Commission and has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, including but not limited to the Company’s current financial position and substantial doubt regarding its ability to continue as a going concern; and (iii) the opportunity to obtain such additional information that is necessary to make an informed investment decision with respect to the investment.

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