Exhibit 4.2


 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
SHARE PURCHASE WARRANT 1847 HOLDINGS LLC


 


Warrant
Shares: [●]


Date
of Issuance: March ___, 2021 (“Issuance Date”)


 


This
COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of Series A Senior Convertible Preferred Shares to the Holder (as defined below) of even date (the “Preferred Shares”),
[●] (including any permitted and registered assigns, each a “Holder”), is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any time within three (3) years after the date of issuance
hereof, to purchase from 1847 Holdings LLC, an a Delaware limited liability company (the “Company”), up to [●]
Common Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms
and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date
hereof in connection with that certain securities purchase agreement, dated March ___, 2021, by and between the Company and the Holder
(the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $2.50, subject to adjustment
as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the
period commencing on the Issuance Date and ending on 6:00 p.m. eastern standard time on the three-year anniversary thereof.


 






     


     


    

 


 1. EXERCISE OF WARRANT.




 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading
Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice,
and upon receipt by the Company of payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares
as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with
the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds
(or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall cause the Warrant Shares
purchased hereunder to be transmitted by its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if
the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without
volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior
to the Warrant Share Delivery Date (as defined below), and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the address specified by the Holder in the Exercise Delivery Documents. If the Warrant Shares must be delivered in certificated
form, the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the
Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of Common Shares to which the Holder is entitled pursuant to such exercise or, with the written consent of the Holder, such Warrant Shares
may be issued in book entry form at the transfer agent. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with
any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant
Shares being acquired upon an exercise, then the Company shall, at the written request of the Holder, as soon as practicable and in no
event later than three (3) Business Days following such request and at the Company’s expense, issue a new Warrant (in accordance
with Section 7) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective Common Shares by the respective Warrant Share
Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall
be deemed an event of default under the Purchase Agreement to the extent any securities issued thereunder remain outstanding and are
held by the Holder.


 






    2


     


    

 


If
at any time after the 6-month anniversary of the Issuance Date, the Market Price of one Common Share is greater than the Exercise Price
and the Warrant Shares are not registered under an effective non- stale registration statement of the Company, the Holder may elect to
receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in
the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in
which event the Company shall issue to Holder a number of Common Shares computed using the following formula:


 


X
= Y (A-B)


 


A


 


   Where
X = the number of Shares to be issued to Holder.




 


Y
= the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).




 


A
= the Market Price (at the date of such calculation).


 


B
= Exercise Price (as adjusted to the date of such calculation).


 


(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 


(c)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as
set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting
as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation, as defined below. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and
its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised
or non-converted portion of any other securities, including the Preferred Shares, of the Company (including without limitation any other
Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company
is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with
any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case
subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.


 




    3


     


    

 


For
purposes of this paragraph, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common
Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)
a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth
the number of Common Shares outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder
the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as
of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99%
of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of
this Warrant. Upon no fewer than sixty-one (61) days’ prior notice to the Company, a Holder may increase or decrease the Beneficial
Ownership Limitation provisions of this paragraph and the provisions of this paragraph shall continue to apply. Any such increase or
decrease will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall only apply to
such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


(d)
The Holder understands and covenants that if, at any time following the one year anniversary of the date of this Warrant, (i) the Company
is listed on a national securities exchange or the over- the-counter market, (ii) Warrant Shares are registered or the Holder otherwise
has the ability to trade the Warrant Shares without restriction, (iii) the 30-day volume-weighted daily average price of the Company’s
Common Stock exceeds two hundred percent (200%) of the Exercise Price, as adjusted and (ii) the average daily trading volume is at least
100,000 Common Shares during such 30-day period, the Holder shall be required to fully exercise the Warrant within ten (10) business
days of receiving written notice from the Company following the aforementioned 30th trading day and if the Holder does not so exercise
the Warrant, then it shall automatically expire. The Holder shall furnish the Company with a completed and fully executed Notice to Exercise
attached to this Warrant and, if exercised for cash, remit the funds pursuant to the Notice to Exercise.


 


2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)
Proportional Adjustments of Outstanding Common Shares and Common Share Dividends. If the Company, at any time while this Warrant
is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on Common Shares or any other equity or
equity equivalent securities payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the
Company upon exercise of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of Common
Shares any membership interests of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable
upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 2(b) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event
that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or sell or grant any right to reprice,
or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares
or Common Share Equivalents, at an effective price per share less than the Exercise Price then in effect.


 






    4


     


    

 


(b)
Anti-dilution Adjustment. If at any time while this Warrant is outstanding, the Company sells or grants (or has sold or granted,
as the case may be) any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or has sold or
issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Share or other securities
convertible into, exercisable for or otherwise entitles any person or entity the right to acquire Common Shares at an effective price
per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Share or other securities so
issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
receive Common Shares at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced to a price equal to
the Base Exercise Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price
payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior
to such adjustment. Such adjustment shall be made whenever such Common Share or other securities are issued, provided however, that no
adjustment will be made under this Section 2(b) in respect of an Excluded Issuance. For purposes of this Section 2(b), an “Excluded
Issuance” shall have the meaning ascribed to such term in the Purchase Agreement. In the event of an issuance of securities
involving multiple tranches or closings, any adjustment pursuant to this Section 2(b) shall be calculated as if all such securities were
issued at the initial closing.


 


(c)
Full Ratchet Increase in Warrant Shares. Until the Warrants are no longer outstanding, whenever the Exercise Price is adjusted under
this Section 2, the number of Warrant Shares shall be increased on a full ratchet basis to the number of shares of Common Stock determined
by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.
By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the Exercise
Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price, the adjustment to the number of Warrant
Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained from
dividing [E x F] by G. For the avoidance of doubt, the price protection provided for under this Agreement shall survive so long as any
of the Warrants remain outstanding.


 




    5


     


    

 


 3. REDEMPTION OF WARRANTS.




 


(a)
The Company may redeem the Warrants held by the Holder in whole (but not in part) by paying in cash (the “Redemption Price”)
to the Holder as follows: (i) $0.50 per Warrant Share then underlying this Warrant if within the first twelve (12) months; (ii) $1.00
per Warrant Share then underlying this Warrant if after the first twelve (12) months, but before twenty-four (24) months; and (iii) $1.50
per Warrant Share then underlying this Warrant if after twenty-four months, but before thirty-six (36) months.


 


(b)
The Company shall mail written notice of the redemption (the “Redemption Notice”) of any of the Warrant under this
Section 3, postage prepaid, to the Holder of the Warrant to be redeemed at the address of Holder as shown on the Company’s stock
transfer records, not less than fifteen (15) nor more than thirty (30) days prior to the Redemption Date as set forth in the Redemption
Notice; provided, however, that Holder subject to such Redemption Notice shall have the right to exercise Holder’s
Warrant into Warrant Shares in accordance with Section 1 hereof prior to the Redemption Date in lieu of the Redemption Price. Neither
the failure to give notice required by this Section 3(b), nor any defect in the notice therein or in the mailing thereof, to any particular
holder, shall affect the validity of the redemption proceedings with respect to the other holders. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date mailed whether or not Holder receives the notice. Each such
mailed notice shall state, as appropriate: (i) the Redemption Date; (ii) the applicable Redemption Price; (iii) the number of underlying
Warrant Shares to be redeemed; and (iii) that the Warrants are being redeemed pursuant to the Company’s redemption right under
Section 3(a) hereof. If a notice of redemption is duly mailed as aforesaid, then from and after the Redemption Date, all rights of the
Holder thereof as a holder of the Warrant shall cease (except the right to receive cash payable upon such redemption, without interest
thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon); provided,
however, that no such rights shall terminate if the Company fails to provide funds sufficient to complete the redemption at the time
and place specified for payment pursuant to the applicable redemption notice.


 


4.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company
with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant
to which holders of Common Shares are permitted to tender or exchange their Common Shares for other securities, cash or property and
the holders of at least fifty percent (50%) of the Common Shares accept such offer, or (iv) the Company effects any reclassification
of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged
for other securities, cash or property (other than as a result of a subdivision or combination of Common Shares) (in any such case, a
“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to
receive the number of Common Shares of the Successor Entity or of the Company and any additional consideration (the “Alternate
Consideration”) receivable upon, or as a result of, such reorganization, reclassification, merger, consolidation, or disposition
of assets by a holder of the number of Common Shares for which this Warrant is exercisable immediately prior to such event (disregarding
any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right
to exercise such warrant into Alternate Consideration.


 






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5.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of formation, operating
agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common
Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares upon
the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive
rights, a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant (without regard to
any limitations on exercise).


 


6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall
not entitle the Holder to any voting rights or other rights as a shareholder of the Company. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


7.
REISSUANCE.




 


(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as
to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 






    7


     


    

 


8.
TRANSFER.




 


(a)
Notice of Transfer. The Holder agrees that, if practicable, but without any obligation to do so, it will give written notice to
the Company of its intent to transfer this Warrant or any Warrant Shares, describing briefly the manner of any proposed transfer. Promptly
upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer
may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable,
shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received
upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided,
however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which
would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective
transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make
such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for
the transfer or disposition of the Warrant or Warrant Shares.


 


(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this
Section 7 may not be effected without registration, qualification, or other available exemption of or for this Warrant or such Warrant
Shares, the Holder will limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under
the terms of the Purchase Agreement.


 


9.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given
in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written
notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the Common Shares, (B) with respect to any grants, issuances or sales of any shares or other securities directly
or indirectly convertible into or exercisable or exchangeable for Common Shares or other property, pro rata to the holders of Common
Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


10.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of each of the Company and the Holder.


 






    8


     


    

 


11.
GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts or federal courts located in Rockland County, New York. The parties to this
Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The
prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision
of this Warrant or any other agreement delivered in connection herewith is declared invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under the Purchase Agreement, or otherwise provided, and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.


 


12.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


13.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Nasdaq” means The Nasdaq Stock Market (www.Nasdaq.com).




 


(c)
“Common Share” means the Common Shares of the Company and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


(d)
“Common Share Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at
any time Common Shares, including without limitation any debt, preferred shares, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.


 


(e)
“Principal Market” means the primary National Securities Exchange or over the counter market on which the Common Shares
are then traded.


 


(f)
“Market Price” means the highest traded price of the Common Shares during the thirty (30) Trading Days prior to the
date of the respective Exercise Notice.


 


(g)
“Trading Day” means (i) any day on which the Common Shares are listed or quoted and traded on its Principal Market,
(ii) if the Common Shares are not then listed or quoted and traded on any National Securities Exchange, then a day on which trading occurs
on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


(h)
“National Securities Exchange” means a securities exchange that has registered with the Securities and Exchange Commission
under Section 6 of the Securities Exchange Act of 1934.


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	1847 HOLDINGS LLC
	 	 
	 	Name:	Ellery W. Roberts
	 	Title:	CEO





 




     


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Share Purchase Warrant)


 


THE
UNDERSIGNED holder hereby exercises the right to purchase _________of the Common Shares (“Warrant Shares”) of 1847
HOLDINGS LLC, a Delaware limited liability company (the “Company”), evidenced by the attached copy of the Common
Share Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


		1.	Form
                                            of Exercise Price. The Holder intends that payment of the Exercise Price shall be made
                                            as (check one):



 


		☐	a
                                            cash exercise with respect to _________Warrant Shares; or



		☐	by
                                            cashless exercise pursuant to the Warrant.



 


		2.	Payment
                                            of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
                                            Aggregate Exercise Price in the sum of $ ________to the Company in accordance with the terms
                                            of the Warrant.



 


		3.	Delivery
                                            of Warrant Shares. The Company shall deliver to the holder __________Warrant Shares in
                                            accordance with the terms of the Warrant.



 


	Date:	 	 	 	 
	 	 	 	 
	 	 	 	 
		 	 	(Print Name
    of Registered Holder)
	 	 	 	 	 
	 	 	 	By:	
	 	 	 	Name:	 
	 	 	 	Title:	 



 






     


     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto _______________the right to purchase _______________Common
Shares of 1847 HOLDINGS LLC, a Delaware limited liability company, to which the within Common Share Purchase Warrant relates and
appoints _______________, as attorney-in-fact, to transfer said right on the books of 1847 Holdings LLC with full power of substitution
and re- substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms
and conditions of the within Warrant.


 


	Dated: 	 	 	 
	 	 	 	 
	 	 	 	 
	
	 	 	 
	 	 	 	(Signature) *
	 	 	 	 
	 
	 	 	 
	 	 	 	 
	 	 	 	(Name)
	 	 	 	 
	 

    
	 	 	 
	 	 	 	 
	 	 	 	(Address)
	 	 	 	 
	 
	 	 	 
	 	 	 	 
	 	 	 	(Social Security or Tax
    Identification No.)



 


		*	The
                                            signature on this Assignment of Warrant must correspond to the name as written upon the face
                                            of the Common Share Purchase Warrant in every particular without alteration or enlargement
                                            or any change whatsoever. When signing on behalf of a corporation, partnership, trust or
                                            other entity, please indicate your position(s) and title(s) with such entity.