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:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated May 18, 2021, by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).
LEASELease • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
Agreement of Lease, made as of this 2nd day of June, 2021, between 1870 Bath Ave. LLC, whose address is 1870 Bath Avenue, Brooklyn, NY 11214, (“Landlord”), and 1 Stop Electronics Center, Inc., whose address is 1870 Bath Avenue, Brooklyn, NY 11214, (“Tenant”),
REVOLVING LOAN NOTE1847 Goedeker Inc. • June 3rd, 2021 • 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.
TERM LOAN NOTE1847 Goedeker Inc. • June 3rd, 2021 • 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.
CREDIT AND GUARANTY AGREEMENT dated as of June 2, 2021, among 1847 GOEDEKER INC., and APPLIANCES CONNECTION INC. as Borrowers, 1 STOP ELECTRONICS CENTER, INC., GOLD COAST APPLIANCES INC., SUPERIOR DEALS INC., JOE’S APPLIANCES LLC, YF LOGISTICS LLC,...Credit and Guaranty Agreement • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AND GUARANTY AGREEMENT (this “Agreement”), dated as of June 2, 2021 is entered into by and among 1847 GOEDEKER INC., a Delaware corporation (“Goedeker”) and APPLIANCES CONNECTION INC., a Delaware corporation (“Appliances” and together with Goedeker, each a “Borrower” and collectively, the “Borrowers”), 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”), YF LOGISTICS LLC, a New Jersey limited liability company (“YF Logistics” and together with 1 Stop, Gold Coast, Superior Deals, and Joe’s, the “Closing Date Guarantors”) and CERTAIN OTHER SUBSIDIARIES OF GOEDEKER PARTY HERETO FROM TIME TO TIME AS GUARANTORS, the financial institutions party hereto from time to time (“Lenders”), MANUFACTURERS AND TRADERS TRUST COMPANY, as sole lead arranger and sole book runner (i
PLEDGE AND SECURITY AGREEMENT dated as of June 2, 2021 by and among APPLIANCES CONNECTION INC., GOLD COAST APPLIANCES INC., SUPERIOR DEALS INC., JOE’S APPLIANCES LLC, and YF LOGISTICS LLC and each of the other Grantors party hereto in favor of...Pledge and Security Agreement • June 3rd, 2021 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of June 2, 2021 by and among 1847 GOEDEKER INC., a Delaware corporation (“Goedeker”), APPLIANCES CONNECTION INC., a Delaware corporation (“Appliances” and together with Goedeker, each a “Borrower” and collectively, the “Borrowers”), 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”), YF LOGISTICS LLC, a New Jersey limited liability company (“YF Logistics”) and such other Subsidiaries from time to time a party hereto pursuant to Section 14 hereof (such Subsidiaries, together with the Borrowers, 1 Stop, Gold Coast, Superior Deals, Joe’s and YF Logistics, each a “Grantor” and collectively the “Grantors”), in favor of MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and Collateral Agent (in such res
