UNDERWRITING AGREEMENT between and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
The undersigned, 1847 Goedeker Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractUnderwriting Agreement • May 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 25th, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of March 19, 2021 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 5th, 2020 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 26, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on July 30, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Goedeker Inc., a Delaware corporation (the “Company”), up to _____ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CREDIT AGREEMENT Dated as of May 9, 2022 among 1847 GOEDEKER INC. and APPLIANCES CONNECTION INC., as the Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWERS PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender...Credit Agreement • May 11th, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT is entered into as of May 9, 2022, among 1847 GOEDEKER INC., a Delaware corporation (the “Company”), APPLIANCES CONNECTION INC., a Delaware corporation (“ACI,” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2021, between 1847 Goedeker, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated January 14, 2022, by and between 1847 GOEDEKER INC., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 11th, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of May 9, 2022 among 1847 GOEDEKER INC., a Delaware corporation (the “Company”), APPLIANCES CONNECTION INC., a Delaware corporation (together with the Company, each a “Borrower” and collectively the “Borrowers”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrowers, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Delaware
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated ____________, 2020, by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).
SECURITY AGREEMENTSecurity Agreement • March 25th, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
This SECURITY AGREEMENT, dated as of March 19, 2021 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and between 1847 GOEDEKER, INC., a Delaware corporation (the “Grantor”), in favor of SILAC INSURANCE COMPANY, as collateral agent for the Noteholders of the Promissory Notes of the Company referred to below (the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Missouri
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of April 5, 2019, between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and Michael Goedeker, an individual (the “Executive”).
STOCK OPTION AGREEMENTStock Option Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 5, 2019 by and between 1847 HOLDINGS LLC, a Delaware limited liability company (“the “Company”), 1847 GOEDEKER HOLDCO INC., a Delaware corporation and majority-owned subsidiary of the Company (“Holdco”), 1847 GOEDEKER INC., a Delaware corporation and wholly-owned subsidiary of Holdco (“1847 Goedeker” and collectively with the Company and Holdco, “1847”) and LEONITE CAPITAL LLC, a Delaware limited liability company (the “Purchaser”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 31st, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated April 21, 2020, by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).
MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN AND Dated as of April 5, 2019 MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • New York
MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 5, 2019, by and between 1847 GOEDEKER INC., a Delaware corporation (the “Company”), and 1847 PARTNERS LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties.”
LEASELease Agreement • March 21st, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
Agreement of Lease (“Lease”), made as of this 15th day of March, 2022, between 8780 19 Ave LLC, a New York limited liability company whose address is 1870 Bath Avenue, Brooklyn, NY 11214, (“Landlord”), and 1847 Goedeker Inc., a Delaware Corporation whose address is 3817 Millstone Parkway, St. Charles, MO 63301, (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated May 7, 2020, by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • New York
This SECURITY AND PLEDGE AGREEMENT (the “Agreement”) is made and entered into on April 5, 2019 by and between 1847 Holdings LLC, a Delaware limited liability company (“EFSH”), 1847 Goedeker Holdco Inc., a Delaware corporation (“Holdco”) and 1847 Goedeker Inc., a Delaware corporation (“1847 Goedeker” and, together with EFSH and Holdco, the “Debtor”) and Leonite Capital LLC, a Delaware limited liability company, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Missouri
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 18, 2019, is entered into by and among 1847 GOEDEKER INC., a Delaware corporation (“Buyer”), GOEDEKER TELEVISION CO., INC., a Missouri corporation (“Seller”), and STEVE GOEDEKER and MIKE GOEDEKER (the “Stockholders”, and each individually, a “Stockholder”).
ContractManagement Fee Subordination Agreement • April 22nd, 2020 • 1847 Goedeker Inc.
This instrument and the indebtedness evidenced hereby, and the rights and remedies of the holders of this instrument, are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions thereof, the “Subordination Agreement”) dated as of April 5, 2019, by and among 1847 Goedeker Inc., a Delaware corporation, 1847 Goedecker Holdco Inc., a Delaware corporation, Small Business Community Capital II, L.P., a Delaware limited partnership, and Burnley Capital LLC, a Delaware limited liability company, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of June 2, 2021, between Appliances Connection Inc., a Delaware corporation (the “Company”), and Albert Fouerti, an individual (the “Executive”).
SUBORDINATION AGREEMENT (Respecting Leonite Note)Subordination Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • New York
This Subordination Agreement (this “Agreement”) is made as of April 5, 2019, by the Leonite Capital, LLC, a Delaware limited liability company (the “Subordinated Creditor”), in favor of Small Business Community Capital II, L.P., a Delaware limited partnership (the “Senior Lender”). Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).
REVOLVING LOAN NOTERevolving Loan Note • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
The Borrowers also jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of June 2, 2021 (as it may be amended, supplemented, restated or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as defined in the Credit Agreement), by and among the Borrowers, certain Subsidiaries of Borrowers, the financial institutions party thereto from time to time, Manufacturers and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and Collateral Agent, and the other parties thereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Minnesota
THIS LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of April 5, 2019 is by and among 1847 Geodeker Inc., a Delaware corporation (“Borrower”), 1847 Goedeker Holdco Inc., a Delaware corporation (“Intermediate Holdings”), and the other parties hereto, if any, as Loan Parties, and Burnley Capital LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
TERM LOAN NOTETerm Loan Note • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
The Borrowers also jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of June 2, 2021 (as it may be amended, supplemented, restated or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as defined in the Credit Agreement), by and among the Borrowers, certain Subsidiaries of Borrowers, the financial institutions party thereto from time to time, Manufacturers and Traders Trust Company, as Administrative Agent (the “Administrative Agent”) and Collateral Agent, and the other parties thereto.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 9th, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores
This Loan and Security Agreement (this “Agreement”) is dated as of June 3, 2021 between 1847 Goedeker Inc., a Delaware corporation (“Borrower”) and Northpoint Commercial Finance LLC, a Delaware limited liability company (“Lender”).
SETTLEMENT AGREEMENTSettlement Agreement • June 4th, 2020 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Missouri
This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2020, by and among 1847 GOEDEKER HOLDCO INC., a Delaware corporation (“Holdco”), 1847 GOEDEKER INC., a Delaware corporation (“1847 Sub”), GOEDEKER TELEVISION CO., INC., a Missouri corporation (“GTC”), STEVE GOEDEKER, an individual (“Steve”) and MIKE GOEDEKER, an individual (“Mike”). Holdco, 1847 Sub, GTC, Steve and Mike are sometimes referred to herein as, collectively, the “Parties” and, each, a “Party.”
ContractTerm Loan Note • April 22nd, 2020 • 1847 Goedeker Inc. • New York
This instrument and the indebtedness evidenced hereby, and the rights and remedies of the holders of this instrument, are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions thereof, the “Subordination Agreement”) dated as of April 5, 2019, by and among 1847 Goedeker Inc., a Delaware corporation, 1847 Goedecker Holdco Inc., a Delaware corporation, Small Business Community Capital II, L.P., a Delaware limited partnership, and Burnley Capital LLC, a Delaware limited liability company, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of this instrument, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
SUBORDINATION AGREEMENT (Respecting Seller Note and Earn Out Payments)Subordination Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • New York
This Subordination Agreement (this “Agreement”) is made as of April 5, 2019, by and between Goedeker Television Co., Inc., a Missouri corporation (the “Subordinated Creditor”), and Small Business Community Capital L.P., a Delaware limited partnership (the “Senior Lender”). Each of the Subordinated Creditor and Senior Lender may be referred to herein as a “Creditor” or collectively as the “Creditors”.
SUBORDINATION AGREEMENT (Respecting Seller Note and Earn Out Payments)Subordination Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • Minnesota
This Subordination Agreement (this “Agreement”) is made as of April 5, 2019, by and between Goedeker Television Co., Inc., a Missouri corporation (the “Subordinated Creditor”), and Burnley Capital LLC, a Delaware limited liability company (the “Senior Lender”). Each of the Subordinated Creditor and Senior Lender may be referred to herein as a “Creditor” or collectively as the “Creditors”.
SECURITIES PURCHASE AGREEMENT dated as of October 20, 2020 among 1847 GOEDEKER INC. APPLIANCES CONNECTION INC. 1 STOP ELECTRONICS CENTER, INC. GOLD COAST APPLIANCES INC. SUPERIOR DEALS INC. JOE’S APPLIANCES LLC YF LOGISTICS LLC AND THE OTHER PARTIES...Securities Purchase Agreement • March 29th, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
SECURITIES PURCHASE AGREEMENT, dated as of October 20, 2020 (the “Agreement”), among 1847 Goedeker Inc., a Delaware corporation (“Parent”), Appliances Connection Inc., a Delaware corporation (the “Buyer”), 1 Stop Electronics Center, Inc., a New York corporation (“1 Stop”), Gold Coast Appliances Inc., a New York corporation (“Gold Coast”), Superior Deals Inc., a New York corporation (“Superior Deals”), Joe’s Appliances LLC, a New York limited liability company (“Joe’s Appliances”), and YF Logistics LLC, a New Jersey limited liability company (“YF Logistics” and together with 1 Stop, Gold Coast, Superior Deals and Joe’s Appliances, each a “Company” and collectively, the “Companies”), and the other party or parties set forth in Exhibit A hereto (each a “Seller” and, collectively, the “Sellers”).
ContractPromissory Note • June 4th, 2020 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Missouri
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 22nd, 2020 • 1847 Goedeker Inc. • New York
This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of April 21, 2020, is entered into by and between 1847 GOEDEKER INC., a Delaware corporation (the “Company”), and 1847 PARTNERS LLC, a Delaware limited liability company (the “Manager”).
