Exhibit 10.5


 


AGREEMENT


 


This Agreement (the
“Agreement”) is made this 9th day of September, 2021, and is entered into by and between Brook Warehousing Corporation, a
New Jersey Corporation having an address at 18 Van Veghten Drive, Bridgewater, NJ 0807 (“Licensor”), and 1847 Goedeker
Inc., a Delaware Corporation having an address at 3817 Millstone Pkway, St. Charles, MO (“Licensee”) and, together
with Licensor, collectively referred to herein as the “Parties,” or individually, a “Party”.


 


WHEREAS, the Parties entered into
a Warehouse Agreement, dated as of September 9, 2021; and


 


WHEREAS, the
Parties wish to supplement the Warehouse Agreement with additional material terms as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of and in reliance upon the provisions of this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned Parties do hereby covenant and
agree as follows:


 


1. Definitions. Any capitalized
term used in this Amendment not otherwise defined herein shall have the meaning ascribed to such term in the Warehouse Agreement.


 


2. Exclusive
use of Licensed Area. During the term of the License, Licensee shall have the exclusive use of the Licensed Area and any of Licensor’s
Personal Property as may be located in the Licensed Area. Licensee shall be permitted to place any of its own furniture and personal property
within the Licensed Area provided, however, that Licensee removes any of its furniture and personal property prior to the Expiration Date.


 


3. Payments
Due on Commencement Date. In addition to the foregoing, Licensee shall pay upon the execution and delivery of this Agreement an amount
equal to two (2) months’ License Fee of Two Hundred Seventy-Two Thousand Five Hundred Forty-Eight Dollars and Fifty Cents ($272,548.50) (the “Required
Security Deposit Amount”), which shall be delivered to Licensor as a security deposit to secure the faithful observance and
performance by Licensor of the terms and conditions of this License. If Licensee defaults in the observance or performance of any of such
terms and conditions, Licensor may use or apply all or any part of such security deposit for the payment of any rent not paid when due
or for the payment of any other amounts due Licensor by reason of such default, including any costs of Licensor’s observing or performing
such terms or conditions on Licensee’s behalf and any deficiencies in damages incurred by Licensor. If Licensor shall use or apply
all or any part of such security deposit, Licensee shall, promptly upon written notice from Licensor, deliver to Licensor additional funds
so as to restore the security deposit to the Required Security Deposit Amount. If Licensee shall faithfully observe and perform all of
the terms and conditions of this License, the security deposit, or so much thereof as shall not have been used or applied in accordance
with this Section, shall be returned to Licensor within three (3) business days after the expiration or sooner termination of this License
and the surrender of the License Premises to Licensee vacant and in accordance with the Warehouse Agreement. At least five (5) business
days prior to any increase in Storage Fee, Licensee covenants and agrees to deposit with the Licensor all sums necessary so as that the
security deposit held by the Licensor shall be the equivalent of two (2) months’ monthly rent at the increased rate.


 




    1


     


    

 


4. Holding
Over. Licensor and Licensee recognize that the damage to Licensor resulting from any failure by Licensee to timely vacate and surrender
possession of the Licensed Area will be substantial and exceed the amount of the Storage Fee payable under the Warehouse Agreement. Licensee
therefor agrees that if possession of the Licensed Area is surrendered to Licensor on or before the Expiration Date or sooner termination
of the Term, Licensee shall pay to Licensor for each month (or any portion thereof) during which Licensee remains in possession of the
Licensed Area a sum equal to two hundred percent (200%) of the Storage Fee of the last month of the License Period.


 


5. Alterations
and Signage. Licensee may not make any alterations, installations, additions, or improvements in or to the Licensed Area without the
prior written consent of Licensor, which consent may not be unreasonably withheld or conditioned. Any signage to be used by Licensee with
respect to the Licensed Area must be pre-approved in writing by Licensor, which approval may not be unreasonably withheld or conditioned.


 


6. Modification
of Lease. Notwithstanding anything in the Warehouse Agreement to the contrary, Licensor shall not agree to any amendment of the Lease
that would increase Licensee’s obligations or decrease Licensee’s rights hereunder or in respect of the licenses granted pursuant
to the Warehouse Agreement without the prior written consent of Licensee. Notwithstanding the foregoing, Licensor shall be permitted,
in Licensor’s sole discretion, to extend the term of the Lease by written agreement.


 


7. Confidentiality.
The Parties agree that the terms and conditions of this Agreement shall be kept confidential and each party shall not disclose the terms
and conditions of this Agreement to any person or entity except as required by law or court order (in which event the disclosing party
shall provide the other party with notice as soon as practicable) or with the express written consent of the other Party.


 


8. Counterparts
and Delivery. This Agreement may be executed in one or more counterparts, including a PDF or facsimile telecopy, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. Electronic transmission by a party of its
signed counterpart in PDF or its counsel of its signed counterpart to the other party or its attorney shall constitute effective delivery
of such counterpart.


 


9. Miscellaneous.
With the exception of those matters set forth in this Agreement, the rights and obligations of the parties shall be subject to and governed
by all terms, covenants and conditions of the Warehouse Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    2


     


    

 


IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement
as of the date first above written.


 


	 	LICENSOR:
	 	 
	 	Brook Warehousing Corp.
	 	 	 
	 	By:	/s/ Eleanor D Marin
	 	Name: 	Eleanor D Marin
	 	Title:	Vice President of Finance & Administration
	 	 
	 	LICENSEE:
	 	 
	 	1847 Goedeker Inc.
	 	 	 
	 	By:	/s/ Jacob Guilhas
	 	Name:	Jacob Guilhas
	 	Title:	Vice President of Logistics


 


 


3