Note Extension Agreement, dated November 15, 2024, between 1847 Holdings LLC and Target Capital 15 LLC

 Exhibit 10.24

NOTE EXTENSION AGREEMENT

THIS FIFTH NOTE EXTENSION AGREEMENT (this “Agreement”) is entered into and made effective as of November 15, 2024, by and between 1847 Holdings LLC, a Delaware limited liability company (the “Maker”), and Target Capital 15 LLC (the “Holder”).

RECITALS

WHEREAS, the Maker and the Holder entered into that certain 20% OID Subordinated Note, dated as of March 4, 2024, for the principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), which was amended pursuant to (i) an Amended and Restated Note, dated as of March 27, 2024, pursuant to which the principal amount was increased to $1,562,500, (ii) a Second Amended and Restated Note, dated as of April 9, 2024, pursuant to which the principal amount was increased to Two Million Five Hundred Thousand Dollars ($2,500,000), (iii) a Third Amended and Restated Note, dated as of June 24, 2024, pursuant to which the maturity date was extended to August 20, 2024 and the principal amount was increased to Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), and (iv) a Note Extension Agreement, dated as of August 20, 2024, pursuant to which the maturity date was extended to November 30, 2024 and the principal amount was increased to Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (as amended, the “Note”).

WHEREAS, the Maker has paid $2,015,325 to the Holder in partial repayment of the Note, bringing the remaining principal amount still owed under the Note to $2,234,675.

WHEREAS, the Maker and the Holder desire to enter into this Agreement in order to (i) extend the maturity date to December 31, 2024 and (ii) increase the principal amount to

$2,681,610.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and the Holder desire to amend the Note as set forth below:

1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note.

2. Amendments to Note. As of and from the date hereof, the Note is hereby amended as follows:

(a) The definition of “Maturity Date” is hereby amended to read “December 31, 2024.”

(b) The definition of “Current Principal Amount” is hereby amended to read “$2,681,610.”

3. Note in Full Force and Effect as Amended. Except as specifically amended hereby, the Note shall remain in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Note or any right, power or remedy of the Holder, nor constitute a waiver of any provision of the Note, or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The parties hereto agree to be bound by the terms and conditions of the Note as amended by this Agreement, as though such terms and conditions were set forth herein. Each reference in the Note to “this Note,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Note as amended by this Agreement. All references to the Note shall be deemed to mean the Note as modified hereby.

4. Counterparts. This Agreement may be executed by one or more of the parties on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

5. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, including any future holder of the Note.

6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Arizona without regard to the conflict of laws principles.

7. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.