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: September [●],
2020 (“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 September 30, 2020, 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 12 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 6) 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 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
	 	 	 
	 	By:	 
	 	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.