AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.4

AMENDMENT NO. 2

TO

AMENDED AND RESTATED

STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

This AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated December 16, 2024 (this “Amendment”), is entered into by and among 1847 CMD INC., a Delaware corporation, Xxxxxxxxxxx X. Day, and The CD Trust, dated October 18, 2021 (the “Trust”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement, unless amended herein.

BACKGROUND

The Buyer and the Seller previously entered into (i) that certain Amended and Restated Stock and Membership Interest Purchase Agreement dated as of December 5, 2024, as amended by Amendment No. 1 to Amended and Restated Stock and Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”), and (ii) that certain Option to Purchase Agreement, dated December 5, 2024 (the “Option Agreement” and together with the “Purchase Agreement”, the “Agreements”).

The parties to the Agreements desire to amend the Agreements as set forth herein.

Pursuant to Section 8.3 of the Purchase Agreement and Section 14 of the Option Agreement, the Agreements may be amended by an instrument in writing signed on behalf of the parties thereto.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the recipient and sufficiency of which is hereby acknowledged, the parties hereto agree to the following:

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

2. Amendment. Each of the Agreements is hereby amended as follows: All references to “December 13, 2024” are hereby amended to “December 16, 2024”.

3. Closing Documents. The parties to the Purchase Agreement hereby acknowledge and agree that all signed documents relating to the Closing that are dated December 13, 2024, may be changed to be dated December 16, 2024, without further action or any requirement for additional signatures.

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

5. 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., xxx.xxxxxxxx.xxx) 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.

6. 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.

7. Consent to Jurisdiction / WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEVADA, COUNTY OF XXXXX, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AMENDMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AMENDMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT. EACH PARTY HERETO SHALL AND HEREBY DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AMENDMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE.

[Signature Page Follows]

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

	BUYER:
	1847 CMD Inc.
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Executive Chairman
	SELLER:
	By:	/s/ Xxxxxxxxxxx Xxx
		Xxxxxxxxxxx X. Day
	The CD Trust, dated October 18, 2021
	By:	/s/ Xxxxxxxxxxx Xxx
	Name:	Xxxxxxxxxxx X. Day
	Title:	Trustee

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