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: ____________, 2022 (“Issuance
Date”)


 


This COMMON SHARE PURCHASE
WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of Series B 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, 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 ___________, 2022, 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
13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $3.00, 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


    


    

 


 1. EXERCISE OF WARRANT.




 


(a)  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 7) 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 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)  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 two hundred percent (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.


 






    4


    


    

 


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




 


(a)  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.


 


(b)  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. 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. 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. For purposes
of this Section 2(b), an “Excluded Issuance” means the issuance of (a) Common Shares or options to employees, officers
or directors of the Company or consultants to the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority
of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established
for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date of this Warrant, provided that such
securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend
the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, (d), Common Shares, options or convertible securities
issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment
leasing or real property leasing transaction approved by a majority of the disinterested directors of the Company, (e) Common Shares,
options or convertible securities issued to in connection with the provision of goods pursuant to transactions approved by a majority
of the disinterested directors of the Company and (f) Common Shares, options or convertible securities issued in connection with sponsored
research, collaboration, technology license, development, marketing or other similar agreements or strategic partnerships approved a majority
of the disinterested directors of the Company.


 



    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.


 






    6


    


    

 


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.


 


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


    


    

 


7.  REISSUANCE.


 


(a)  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)  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.


 


8.  TRANSFER.


 


(a)  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
8 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.


 






    8


    


    

 


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.


 


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)  “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.


 


(b)  “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.


 


(c)  “Principal
Market” means the primary National Securities Exchange or over the counter market on which the Common Shares are then traded.


 


(d)  “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.


 


(e)  “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.


 


(f)  “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.


 


[Signature Page Follows]


 




    9


    


    

 


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: 	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



		☐	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:	 	






 


	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name of Registered Holder)



 


	 	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)*
	 	 
	 	 
	 	(Print Name of Registered Holder)
	 	 
	 	 
	 	(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.