Exhibit 4.1


 


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: 200,000


Date of Issuance: May 11, 2020
(“Issuance Date”)


 


This
COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the $714,285.71 secured convertible promissory note to the Holder (as defined below) issued on April 5, 2019 and amended on
May 11, 2020 (as so amended, the “Note”), Leonite Capital, LLC, a Delaware limited liability company (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 on or after the date of issuance hereof, to purchase from 1847
Holdings LLC, a Delaware limited liability company (the “Company”), up to 200,000 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 April 5, 2019, 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 $1.25,
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 five-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 to the Company 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 (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. 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
as soon as practicable and in no event later than three Business Days after any exercise and at its own 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 Note to the extent the Note remains outstanding and any portion thereof unpaid.


 


If the
Market Price of one Common Share is greater than the Exercise Price andt he 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.


 






    2


     


    

 


(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 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 (d),
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.


 


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 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 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.


 






    3


     


    

 


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


 


(a) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Shares, by way of return of capital or otherwise (including without limitation any distribution of
cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case:


 


(i) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of
Common Shares entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price
of the Common Shares on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one Common Share, and (ii) the denominator of which shall
be the Closing Sale Price of the Common Shares on the Trading Day immediately preceding such record date; and


 


(ii) the
number of Warrant Shares shall be increased to a number of shares equal to the number of Common Shares obtainable immediately prior
to the close of business on the record date fixed for the determination of holders of Common Shares entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the
event that the Distribution is of Common Shares of a company (other than the Company) whose common stock is traded on a national
securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder
may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares,
the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of
Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this
Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which
the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding
clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).


 


(b) Proportional
Adjustments of Outstanding Common Shares and Common Share Dividends. If the Company shall at any time or from time to
time after the date hereof, issue additional Common Shares to all of its current shareholders on a pro rata basis or pay a
share dividend in Common Shares, then the Exercise Price shall be proportionately adjusted. Any adjustments under this
Section 2(b) shall be effective at the close of business on the date the share split becomes effective or the date of payment
of the share dividend, as applicable. For the avoidance of doubt, this adjustment shall not apply when shares of outstanding
Common Share are merged proportionally across all shareholders to form a smaller number of outstanding shares.


 






    4


     


    

 


(c) 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 entitled the 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 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, Notwithstanding the foregoing, no adjustment will be made under this Section 2(c) in respect of
an Exempt Issuance. For purposes of this Section 2(c), an “Exempt Issuance” shall have the meaning ascribed
to such term in the Note. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant
to this Section 2(c) shall be calculated as if all such securities were issued at the initial closing.


 


3. 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 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.


 






    5


     


    

 


4. 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).


 


5. 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.


 


6.
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.
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.


 






    6


     


    

 


(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 or qualification of 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
Sections 4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the Purchase Agreement (registration
rights, expenses, and indemnity).


 


8. 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.


 


9. 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 the Company and the Holder.


 


10. 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 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 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 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.


 






    7


     


    

 


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


 


12. 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).


 


(b) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or
(ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as
reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices
of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any share
dividend, share split, share combination or other similar transaction during the applicable calculation period.


 


(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.


 


* * * * * * *


 


SIGNATURE PAGE TO FOLLOW




    8


     


    

 


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


 


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


 




     


     


    

 


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 Inception Mining, Inc., to which the within Common Share Purchase Warrant relates and appoints                                    ,
as attorney-in-fact, to transfer said right on the books of Inception Mining, Inc. 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.