Exhibit
10.2


 


AMENDMENT
NO. 1


TO



SECURITIES
PURCHASE AGREEMENT


 


This
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated October 6, 2021 (this “Amendment”), is entered into by and
among 1847 Cabinet Inc., a Delaware corporation (the “Buyer”),
High Mountain Door & Trim, Inc., a Nevada corporation (“High Mountain”),
Sierra Homes, LLC, a Nevada limited liability company (“Sierra Homes”
and together with High Mountain, each a “Company” and collectively, the “Companies”), and the other
parties set forth on the signature page hereto (each a “Seller” and, collectively, the “Sellers”).
Each of the Buyer, the Companies and the Sellers are sometimes referred to in this Amendment individually as a “Party”
and, collectively, as the “Parties.”


 


RECITALS


 


A.
The Parties have previously entered into that certain Securities Purchase Agreement, dated as of September 23, 2021 (the “Securities
Purchase Agreement”).


 


B.
The Parties desire to amend the Securities Purchase Agreement as set forth herein.


 


C.
Pursuant to Section 8.3 of the Securities Purchase Agreement, the Securities Purchase Agreement may be amended by the Parties only by
an instrument in writing signed on behalf of the Buyer, the Companies and the Sellers.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:


 


1.
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase
Agreement, as applicable.


 


2.
Amendments. The Securities Purchase Agreement is hereby amended as set forth below:


 


A.
The definition of “Net Working Capital Target” is hereby amended to mean $2,663,136.


 


B.
The first sentence of Section 2.1(b) is hereby amended and restated in its entirety to read as follows:


 


“(b)
Purchase Price. The aggregate purchase price for the Securities shall be Fifteen Million Nine Hundred Thirteen Thousand One Hundred
Thirty-Six Dollars ($15,913,136) (the “Purchase Price”), subject to any adjustments pursuant to Section 2.2 and Section
2.3 hereof, and consisting of: (i) Ten Million Six Hundred Eighty Seven Thousand Five Hundred Dollars ($10,687,500) in cash (the “Cash
Portion”), and (ii) the Seller Notes (as defined below) in the aggregate principal amount of Five Million Two Hundred Twenty-Five
Thousand Six Hundred Thirty-Six Dollars ($5,225,636) (the “Aggregate Principal Amount).


 






     


    


    

 


C.
The first sentence of Section 2.2(a)(i) is hereby amended and restated in its entirety to read as follows:


 


“(i)
Estimated Net Working Capital. Prior to the Closing, the Sellers shall deliver to the Buyer a statement setting forth the Sellers’
good faith estimate of the Net Working Capital as of September 30, 2021 or as of the Closing Date, which statement shall contain: (x)
an unaudited combined balance sheet of the Companies (the “Adjustment Balance Sheet”) as of August 31, 2021; (y) a
calculation of the Sellers’ good faith estimate of the Net Working Capital as of September 30, 2021 or as of the Closing Date (the
“Estimated Net Working Capital Statement”); and (z) a certificate of the Sellers stating that the Adjustment Balance
Sheet was prepared in accordance with the Company Accounting Principles.


 


D.
Exhibit A (Schedule of Sellers & Allocations) to the Securities Purchase Agreement is hereby amended and restated in its entirety
to read as set forth on Exhibit A to this Amendment. On and after the date of this Amendment, each reference in the Securities
Purchase Agreement to “Exhibit A” and each reference to the “Exhibit A” in any other agreements,
documents, or instruments executed and delivered pursuant to, or in connection with, the Securities Purchase Agreement, will mean and
be a reference to the Exhibit A attached to this Amendment.


 


3.
Effect of Amendment. Except as expressly provided in this Amendment, all of the terms and provisions of the Securities Purchase
Agreement are and shall continue in full force and effect. On and after the date hereof, each reference in the Securities Purchase Agreement
to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or
words of like import, and each reference to the Securities Purchase Agreement in any other agreements, documents, or instruments executed
and delivered pursuant to, or in connection with, the Securities Purchase Agreement, will mean and be a reference to the Securities Purchase
Agreement as amended by this Amendment.


 


4.
Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


5.
Governing Law. This Amendment will be governed by, and construed and enforced in accordance with, the Laws of the State of Nevada,
without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction
other than the State of Nevada.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	BUYER:
	 	 	 
	 	1847
    CABINET INC.
	 	 	 
	 	By:	/s/ Kenneth Yuan
	 	Name:	Kenneth Yuan
	 	Title:	Chief Executive Officer
	 	 	 
	 	COMPANIES:
	 	 
	 	HIGH
    MOUNTAIN DOOR & TRIM, INC.
	 	 	 
	 	By:	/s/ Steven J. Parkey
	 	Name:
    	Steven
    J. Parkey
	 	Title:	President
	 	 	 
	 	SIERRA
    HOMES, LLC
	 	 	 
	 	By:
    	/s/
    Steven J. Parkey
	 	Name:	Steven J. Parkey
	 	Title:
    	Managing
    Member 
	 	 	 
	 	By:	/s/ Jose D. Garcia-Rendon
	 	Name:
    	Jose
    D. Garcia-Rendon
	 	Title:
    	Managing
    Member 
	 	 	 
	 	SELLERS:
	 	 	 
	 	/s/
    Steven J. Parkey
	 	Steven
    J. Parkey
	 	 
	 	/s/
    Jose D. Garcia-Rendon
	 	Jose
    D. Garcia-Rendon


 




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EXHIBIT
A


 


Schedule
of Sellers & Allocations


 


Aggregate
Purchase Price between High Mountain Securities & Sierra Homes Securities: 


 


	All Securities of 
 High Mountain Door & Trim, Inc.
	 	 	All Securities of 
 Sierra Homes, LLC
	 	 	 
Aggregate Purchase Price for 
 All Securities
	 
	$	8,000,000	 	 	$	7,913,136	 	 	$	15,913,136	 



 


Aggregate
Purchase Price Per Seller: 


 


	Name and Address of Seller	 	High Mountain Door & Trim, Inc.	 	Sierra Homes, LLC	 	Cash Portion of Purchase Price	 	 	 
Principal Amount of Seller Note
	 	 	Aggregate
Purchase Price Per Seller
	 
	Steven J. Parkey	 	500 shares of common stock constituting 50% of the issued and outstanding common stock of High Mountain	 	50% of the membership interests of Sierra Homes constituting 50% of the issued and outstanding equity interests in Sierra Homes	 	$	5,343,750	 	 	$	2,612,818	 	 	$	7,956,568	 
	Jose D. Garcia-Rendon	 	500 shares of common stock constituting 50% of the issued and outstanding common stock of High Mountain	 	50% of the membership interests of Sierra Homes constituting 50% of the issued and outstanding equity interests in Sierra Homes	 	$	5,343,750	 	 	$	2,612,818	 	 	$	7,956,568	 
	Aggregate Total Purchase Price	 	 	 	 	 	 	 	 	 	 	 	 	 	$	15,913,136	 



 


 


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