Exhibit 10.2


 


AMENDED
AND RESTATED


GRID
PROMISSORY NOTE


 


December
7, 2020


 


This
is an amendment and restatement of that certain grid promissory note, issued on January 3, 2018, as amended, by 1847 Holdings
LLC to 1847 Partners LLC, which as of the date hereof has an outstanding principal balance of $56,900 (the “Original
Note”).


 


FOR
VALUE RECEIVED, receipt and sufficiency of which is acknowledged, 1847 HOLDINGS LLC, a Delaware limited liability company
(the “Company”), with offices at 590 Madison Avenue, 21st Floor, New York, NY 10022, hereby promises
to pay to 1847 PARTNERS LLC (the “Holder”), the outstanding principal sum under the Original Note of
Fifty-Six Thousand Nine Hundred Dollars ($56,900) (the “Base Amount”), plus the aggregate unpaid principal
amount of all advances made to the Company by the Holder (“Advances”) outstanding on the Maturity Date (as
defined below) when all amounts due hereunder shall be due and payable together with interest thereon as hereinafter provided,
in lawful money of the United States of America and in immediately available funds. The total amount that the Company may borrow
under this Amended and Restated Grid Promissory Note (this “Note” or this “Amended and Restated Note”)
shall be One Hundred Fifty Thousand Dollars ($150,000). “Maturity Date” means twelve (12) months of the date
hereof.


 


In
no event shall the amount payable by the Company as interest or other charges on this Note exceed the highest lawful rate permissible
under any law applicable hereto.


 


If
any payment under this Note shall be specified to be made on a day which is not a business day, it shall be made on the next succeeding
day which is a business day. For purposes of this Note, a “business day” shall mean any day other than Saturday, Sunday
or other day in which banks are authorized to close in the State of Delaware.


 


The
Company hereby authorizes the Holder to endorse on the Schedule annexed to this Note all Advances hereafter made to the Company
and all payments of the principal amounts in respect of such Advances or in respect of the Base Amount, which endorsements shall,
in the absence of manifest error, be conclusive as to the outstanding principal amount of all Advances and as to the outstanding
principal amount of the Base Amount; provided, however, that the failure to make such notation with respect to any Advances or
payment shall not limit or otherwise affect the obligations of the Company under this Note. The Holder shall promptly deliver
a copy of the Schedule to the Company each time that the Schedule is modified.


 


1. Payment
of Base Amount and Advances under the Note. The outstanding portion of the Base Amount plus the outstanding portion of all Advances
shall be payable in one lump sum due on the Maturity Date. Payments of principal are to be made to the Holder at its office address
designated above or at such other place as the Holder shall have notified the Company in writing.


 




     


     


    

 


2. Payment
of Interest on this Note. Interest shall accrue on the unpaid portion of the Base Amount and the unpaid portion of all Advances
outstanding from time to time at a fixed rate of interest equal to eight percent (8%) per annum and shall be payable in one lump
sum due on the Maturity Date. Payments of interest hereunder are to be made to the Holder at its office address designated above
or at such other place as the Holder shall have notified the Company in writing. If all or a portion of (i) the Base Amount or
any Advance under this Note or (ii) any interest payable hereon shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate of twelve percent (12%) per annum.


 


3. Prepayment.
(a) The outstanding portion of the Base Amount and the interest thereon and the outstanding portion of any Advances hereunder
and the interest thereon may be prepaid in whole or in part at any time without penalty or premium of any kind. The amount of
each prepayment of such principal shall be applied in the order that such principal becomes due hereunder.


 


(b)
In the event the Company completes a financing transaction that includes an uplisting of its Common Shares to a national exchange,
the Company shall, contemporaneously with the closing of such financing transaction, prepay the entire outstanding portion of
the Base Amount and any Advances hereunder and accrued and unpaid interest thereon.


 


4. Events
of Default. The existence of any of the following conditions shall constitute an event of default hereunder (an “Event
of Default”):


 


(a) The
failure by the Company to pay when due any portion of the Base Amount or any Advance, or the failure by the Company to pay when
due any interest under this Note; or


 


(b) If
the Company:


 


(i) shall
commence any case or proceeding under any bankruptcy, insolvency or other similar law or seek reorganization, arrangement, readjustment
of its debts, dissolution, liquidation, winding-up, composition or any other relief under any bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction,
domestic or foreign, now or hereafter existing; or


 


(ii) shall
admit the material allegations of any petition or pleading in connection with any such case or proceeding; or


 


(iii) makes
an application for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the
Company or for all or a substantial part of the Company’s property; or


 


(iv) makes
a general assignment for the benefit of the Company’s creditors; or


 


(v) is
unable or admits in writing its inability to generally pay the Company’s debts as they mature; or


 




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(c) The
(i) commencement of any case or proceeding against the Company under any bankruptcy, insolvency, or other similar law or seeking
reorganization, arrangement, readjustment of its debts, liquidation, dissolution, winding-up, composition or any other relief
under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or
any other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing, (ii) appointment of a receiver,
trustee or similar officer for the Company or for all or a substantial part of the Company’s property, or (iii) issuance
of a warrant of attachment, execution or similar process against any substantial part of the property of the Company, and such
case, proceeding, receiver, trustee, officer, warrant, execution or process shall not be dismissed, bonded or discharged, as applicable,
within sixty (60) days of the commencement, appointment or issuance thereof.


 


5. Rights
and Remedies. In the event that one or more Events of Default shall have occurred and be continuing, the Holder may at its
option by written notice to the Company declare the Base Amount and all Advances hereunder and the accrued and unpaid interest
on this Note to be immediately due and payable, and thereupon the same shall become so due and payable, without presentment, demand,
protest or further notice, all of which are hereby waived by the Company. No course of dealing or delay on the part of the Holder
of this Note in exercising any right shall operate as a waiver thereof or otherwise prejudice the right of the Holder. Subject
as aforesaid, no remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available
at law, in equity, by statute, other agreement or instrument, or otherwise.


 


6. Lost
Documents. Upon receipt by the Company of (i) evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Note, (ii) in the case of loss, theft or destruction, indemnification satisfactory to the Company, and (iii) in the case
of mutilation, surrender and cancellation of this Note, the Company will cancel this Note on its books and make and deliver in
its place a new note in the then unpaid principal amount of this Note, of like tenor to this Note, dated and bearing interest
from the date next following the date through which interest has been paid on the unpaid principal amount of this Note.


 


7. Costs
and Expenses. Upon the occurrence of any Event of Default, the Company shall pay all reasonable costs and expenses incurred
by the Holder (including, without limitation, court costs and reasonable attorneys’ fees) in preserving, protecting, maintaining
or enforcing its rights and remedies hereunder, including, without limitation, all costs and expenses of collection.


 


8. Assignment.
This Note may not be sold, offered for sale, pledged, hypothecated or otherwise encumbered, transferred or disposed of by the
Holder without the prior written consent of the Company. The Company shall not assign any or all of its obligations hereunder
without the prior written consent of the Holder.


 


9. Cancellation.
After the principal balance of this Note and all accrued interest thereon has been satisfied, the Holder shall surrender this
Note to the Company for cancellation.


 




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10. Effect
of Amendment and Restatement. The effect of this Amended and Restated Note is to amend and restate the Original Note. This
Amended and Restated Note shall constitute a renewal, extension and modification of the terms of the Original Note and evidences
the same indebtedness that existed under the Original Note. To the extent that any rights, benefits or provisions in favor of
the Holder existed in the Original Note as of the date hereof, then such rights, benefits or provisions are acknowledged to be
and to continue to be effective from and after the dates of the Original Note. The Company and the Holder agree and acknowledge
that any and all rights, remedies and payment provisions under the Original Note, as hereby amended and restated, shall continue
and survive the execution and delivery of this Amended and Restated Note. The Company and the Holder further agree and acknowledge
that any and all amounts owing or otherwise due under or pursuant to the Original Note immediately prior to the effectiveness
of this Amended and Restated Note shall be owing and otherwise due pursuant to this Amended and Restated Note. All references
to the Original Note in any agreement, instrument or document executed or delivered in connection herewith or therewith shall
be deemed to refer to this Amended and Restated Note, as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


11. Miscellaneous.


 


(a) Parties
in Interest. All covenants, agreements and undertakings in this Note by and on behalf of the Company and the Holder hereof
shall, subject to the provisions of Section 8 hereof, bind and inure to the benefit of the parties hereto and their respective
permitted successors and assigns, whether so expressed or not.


 


(b) Notices.
All notices, requests, communications, consents and demands shall be made in writing and shall be (i) sent by registered or certified
mail, first class, postage prepaid, return receipt requested or (ii) delivered by hand, facsimile transmission or messenger to
the Company or to the Holder hereof, as the case may be, at their respective addresses set forth at the beginning of this Note,
or at such other respective addresses as may be furnished in writing to each other. All such notices, requests communications,
consents and demands shall be deemed given if mailed, three business days after mailing, and if personally delivered, the day
so delivered.


 


(c) Governing
Law. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware.


 


(d) Submission
To Jurisdiction. Each of the Company and the Holder hereby irrevocably and unconditionally submits in any legal action or
proceeding relating to this Note, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive
general jurisdiction of any state or federal court sitting in Delaware; consents that any such action or proceeding may be brought
in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to it, at the address set forth in the preamble hereof; and
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction.


 


(e) WAIVERS
OF JURY TRIAL. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS NOTE AND FOR ANY COUNTERCLAIM THEREIN.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, this Note has been executed and delivered on the date set forth at the beginning of this Note by the duly authorized
representatives of the Company.


 


	 	1847 HOLDINGS LLC
	 	 
	 	By:	/s/ Ellery W. Roberts
	 	 	Name:  	Ellery
    Roberts
	 	 	Title:	Chief
    Executive Officer


  




     


     


    

 


SCHEDULE
TO GRID PROMISSORY NOTE


 


	DATE	 	AMOUNT
 OF
 ADVANCE
 OR PRE-PAYMENT	 	 	UNPAID
 PRINCIPAL
 BALANCE OF
 NOTE	 	 	NAME OF
 PERSON
 MAKING
 NOTATION	 	 	SIGNATURE OF
 PERSON MAKING
 NOTATION	 
	Balance as of December 1, 2020	 	 	      --	 	 	$	56,900	 	 	 	     --	 	 	 	     --