Exhibit 10.32


 


FIRST
AMENDMENT TO THE


SECURED
CONVERTIBLE PROMISSORY NOTE


 


This
first amendment to the Secured Convertible Promissory Note, dated May 11, 2020 (the “Amendment”), is entered into
by 1847 Holdings LLC, a Delaware limited liability company (“EFSH”),
1847 GOEDEKER HOLDCO INC., a Delaware corporation and majority- owned subsidiary of EFSH (“Holdco”),
and 1847 GOEDEKER INC. a Delaware corporation and wholly-owned subsidiary of Holdco (“GI” and with EFSH
and Holdco, collectively hereinafter called “Borrower”) and Leonite Capital, LLC, a Delaware limited liability
company (“Holder”).


 


WHEREAS,
the Borrower and the Holder are parties to that certain Secured Convertible Promissory Note with an Issue Date as of April 5,
2019 (the “Note”). Capitalized terms used herein and not otherwise defined shall have those meanings given
to them in the Note;


 


WHEREAS,
Pursuant to the terms of the Note, the Maturity Date of the Note is April 5, 2020 (i.e., twelve months from the Issue Date, the
“Original Maturity Date”);


 


WHEREAS,
the Borrower and the Holder desire to extend the Original Maturity Date to October 5, 2020 (the “Extended Maturity Date”);


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed by each party hereto as follows:


 


Amendment
to the Note. It is hereby agreed and understood that the Note shall be amended as follows:


 


 1. The Extended Maturity Date shall be October 5, 2020, and the Original Maturity Date shall have no further effect, except as set forth in the Amendment.




 


2. Borrower’s
failure to repay the Note along with accrued and unpaid interest on the Original Maturity Date shall not constitute an Event of
Default under the Note.


 


3. During
the period through the Extended Maturity Date, interest shall accrue and be due and payable monthly according to the terms of
the Note.


 


4. The
Principal Amount of the Note shall be increased by $207,145 as of the Original Maturity Date, as a forbearance fee.


 


5. In
the event that the Borrower completes an offering of debt, equity, or closes on an asset sale, (other than in the ordinary course
of business), the Borrower shall promptly use the net proceeds of such offering to repay the Holder. Notwithstanding the foregoing,
in no event shall this clause cause the Borrower to default on any of its agreements and obligations that are outstanding at the
time of this Amendment.


 


6. Upon
closing by Borrower of its acquisition of Asien’s Appliance, Inc., Holder shall be granted a 5% equity interest in such
acquisition. In the event that Borrower does not consummate the acquisition, Borrower and Holder agree to negotiate in good
faith to exchange such interest with another asset or other term of that would approximate the economic benefit that would
have been derived by Holder.


 


7. EFSH
shall issue to Holder warrants (the “Additional Warrants”) exercisable for 200,000 of its Common Shares. The
Additional Warrants shall have a term of five (5) years and shall have the same form as the Warrants issued pursuant to section
3.1 of the Note.


 






     


     


    

 


8. The
Borrower shall reimburse the Holder $2,000 for legal fees incurred for this Amendment.


 


9. Except
as expressly amended and modified by this Amendment, the Note is and shall continue to be in full force and effect in accordance
with the terms thereof.


 


10. This
Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


 


11. This
Amendment 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 Note
shall be brought only in the state and/or federal courts located in Rockland County, New York.


 


12. The
parties to this Note 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 BORROWER HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS 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 Note or any other agreement
delivered in connection herewith is 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 Agreement or any other Transaction Documents 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 this Agreement 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.


 


13. The
headings contained in this Amendment are for ease of reference only and shall not be considered in construing this Amendment.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the Borrower and the Holder have caused this Amendment to be signed in their names by their duly authorized officers
this May 11, 2020.


 


	BORROWER	 
	 	 
	1847 HOLDINGS LLC	 
	 	 
	By:	/s/ Ellery W. Roberts	 
	Name:	Ellery W. Roberts	 
	Title:	Chief Executive Officer	 
	 	 
	1847 GOEDEKER HOLDCO INC.	 
	 	 
	By:	/s/ Robert D. Barry	 
	Name:	Robert D. Barry	 
	Title:	President	 
	 	 
	1847 GOEDEKER INC.	 
	 	 
	By:	/s/ Robert D. Barry	 
	Name:	Robert D. Barry	 
	Title:	Chief Financial Officer	 
	 	 
	HOLDER	 
	 	 
	LEONITE CAPITAL, LLC	 
	 	 
	By:	/s/ Avi Geller	 
	Name:	Avi Geller	 
	Title:	Chief Investment Officer	 






 


 


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