Item 1.01 Entry into a Material Definitive Agreement.

Closing of Acquisition

As previously disclosed, on November 4, 2024, 1847 CMD Inc. ("1847 CMD"), a wholly owned subsidiary of 1847 Holdings LLC (the "Company"), entered into a stock and membership interest purchase agreement with Christopher M. Day (the "Initial Agreement"), which was amended and restated on December 5, 2024 and further amended on December 13, 2024 and December 16, 2024 (as so amended, the "CMD Purchase Agreement"). Pursuant to the CMD Purchase Agreement, 1847 CMD agreed to acquire (the "Acquisition"), all of the issued and outstanding capital stock of CMD Inc., a Nevada corporation ("CMD"), and all of the membership interests of CMD Finish Carpentry LLC, a Nevada limited liability company ("Finish" and together with CMD, the "CMD Companies"), from The CD Trust, dated October 18, 2021 (the "Seller").

On December 16, 2024, closing of the transactions contemplated by the CMD Purchase Agreement was completed. Pursuant to the CMD Purchase Agreement, the Company acquired the CMD Companies for an aggregate purchase price of $18,750,000, consisting of $17,750,000 in cash (subject to adjustments) and $1,000,000 of a promissory note in the principal amount of $1,050,000 (collectively, the "Purchase Price"), the remaining $50,000 of which is allocated for Seller's expenses. The Company also paid $25,000 in cash at the closing to be applied towards the Seller's legal fees. Upon the execution of the Initial Purchase Agreement, the Company also paid the Seller a deposit of $1,000,000, which was not applied to the Purchase Price at closing since the closing did not occur prior to December 3, 2024, as originally required by the CMD Purchase Agreement.

The Purchase Price is subject to a post-closing working capital adjustment provision. Under this provision, the Seller delivered to 1847 CMD at the closing an unaudited balance sheet of the CMD Companies as of December 12, 2024 (the "Preliminary Balance Sheet"). On or before the 75th day following the closing, 1847 CMD must deliver to the Seller an audited balance sheet of the CMD Companies as of December 12, 2024 (the "Final Balance Sheet"). If the final net working capital reflected in the Final Balance Sheet exceeds the estimated net working capital reflected in the Preliminary Balance Sheet, 1847 CMD must issue to the Seller a promissory note in the principal amount equal to such excess. If the estimated net working capital reflected in the Preliminary Balance Sheet exceeds the final net working capital reflected in the Final Balance Sheet, the Seller must, within thirty (30) days, pay to 1847 CMD an amount in cash equal to such excess.

As noted above, a portion of the Purchase Price was paid by the issuance of a promissory note in the principal amount of $1,050,000 by 1847 CMD to the Seller (the "Note"). The Note is due and payable on February 16, 2025 and does not bear interest; provided that upon a default, as described in the Note, interest shall accrue at a rate of fifteen percent (15%) per annum until such default is cured. Additionally, if any payment of principal or interest is past due by five (5) days or more, a late fee will be due in an amount equal to 7.5% of the payment due. Subject to the rights of the Senior Lenders (as defined below), the Note is secured by all of the assets of 1847 CMD and the CMD Companies, pursuant to a security agreement, dated December 16, 2024, among 1847 CMD, the CMD Companies and the Seller (the "Security Agreement"), a pledge agreement, dated December 16, 2024, between the Company and the Seller relating to the equity interests of 1847 CMD (the "1847 CMD Pledge Agreement"), and a pledge agreement, dated December 16, 2024, between 1847 CMD and the Seller relating to the equity interests of the CMD Companies (the "CMD Pledge Agreement"). The Note is also guaranteed by the Company and the CMD Companies, pursuant to a Guaranty, dated December 16, 2024, by the Company and the CMD Companies in favor of the Seller (the "Guaranty").

On December 16, 2024, 1847 CMD also entered into a lease agreement with Delancey LLC (the "Delancey Lease") relating to the properties leased by the CMD Companies prior to the Acquisition located at 4485 Delancey Drive, Las Vegas, Nevada 89103 and 4495 Delancey Drive, Las Vegas, Nevada 89103 (collectively, the "Delancy Property"). The Delancey Lease provides for a base rent of $20,000 per month, which shall increase annually by an amount equal to three percent (3%) of the previous year's base rent. In addition, 1847 CMD will be responsible for all taxes, insurance and certain operating costs during the lease term. Further, in the event that the mortgage lender on the Delancy Property calls the mortgage loan due to the change in tenant and Delancy LLC is required to refinance the Delancy Property, the Company agreed to pay the costs associated with such refinancing, and the increase in the monthly mortgage payments resulting from such refinancing, if any, will be added to the base rent. The Delancey Lease expires on December 31, 2029; provided that the term may be extended for two (2) additional five (5) year periods.

On December 16, 2024, 1847 CMD also entered into a lease agreement with CD Gowan LLC (the "Gowan Lease") relating to the property leased by the CMD Companies prior to the Acquisition located at 2421 East Gowan Road, North Las Vegas, Nevada 89030 (the Gowan Property"). The Gowan Lease provides for a base rent of $15,000 per month, which shall increase annually by an amount equal to three percent (3%) of the previous year's base rent. In addition, 1847 CMD will be responsible for all taxes, insurance and certain operating costs during the lease term. Further, in the event that the mortgage lender on the Gowan Property calls the mortgage loan due to the change in tenant and CD Gowan LLC is required to refinance the Gowan Property, the Company agreed to pay the costs associated with such refinancing, and the increase in the monthly mortgage payments resulting from such refinancing, if any, will be added to the base rent. The Gowan Lease expires on December 31, 2029; provided that the term may be extended for two (2) additional five (5) year periods.