Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on July 29, 2020, 1847 Asien Inc. (“1847 Asien”), a subsidiary of 1847 Holdings LLC (the “Company”), entered into a securities purchase agreement with Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992 (the “Trust”), pursuant to which the Trust sold 103,750 of the Company’s common shares to 1847 Asien at a purchase price of $10.00 per share. As consideration, 1847 Asien issued to the Trust a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500 (the “Note”). The Note is unsecured and contains customary events of default.

As previously disclosed, on October 8, 2021, 1847 Asien and the Trust entered into amendment no. 1 to securities purchase agreement to amend certain terms of the securities purchase agreement and the Note (the “First Amendment”). Pursuant to the First Amendment, the repayment terms of the Note were revised so that one-half (50%) of the outstanding principal amount ($518,750) and all accrued interest thereon shall be amortized on a two-year straight-line basis and payable quarterly in accordance with the amortization schedule set forth on Exhibit A to the First Amendment, except for the payments that were initially scheduled on January 1, 2022 and April 1, 2022, which were paid on October 1, 2021, and the second-half (50%) of the outstanding principal amount ($518,750) and all accrued, but unpaid interest thereon shall be paid on the second anniversary of the date of the Note, or July 29, 2022, along with any other unpaid principal or accrued interest thereon.

On October 20, 2022, 1847 Asien and the Trust entered into a letter agreement to further amend the Note (the “Second Amendment”). Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the Note to February 28, 2023 and revised the repayment terms so that the outstanding principal amount and all accrued interest thereon shall be payable monthly, beginning on November 30, 2022, in accordance with the payment schedule set forth on Exhibit A to the Second Amendment. As additional consideration for entering into the Second Amendment, 1847 Asien agreed to also pay the Trust $87,707 as an amendment fee.

The foregoing summary of the terms and conditions of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment attached hereto as Exhibit 10.3, which is incorporated herein by reference.