Exhibit 10.2


 


AMENDMENT NO. 1


TO THE


SECURITIES PURCHASE AGREEMENT


 


AMENDMENT NO. 1 TO
THE SECURITIES PURCHASE AGREEMENT, dated December 8, 2020 (the “Amendment”), 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”).
Each of the Buyer, the Companies, the Sellers and the Parent are sometimes referred to in this Amendment individually as a “Party”
and, collectively, as the “Parties.”


 


RECITALS


 


A. The
Parties have previously entered into that certain Securities Purchase Agreement, dated as of October 20, 2020 (the “Securities
Purchase Agreement”).


 


B. The
Parties desire to amend the Securities Purchase Agreement as set forth herein.


 


C. Pursuant
to Section 8.3 of the Securities Purchase Agreement, the Securities Purchase Agreement may be amended by the Parties only by an
instrument in writing signed on behalf of the Buyer, the Parent, the Companies and the Sellers.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein,
the Parties hereto agree as follows:


 


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


 


2. Amendments.


 


		A.	The definition of “Outside Date” here
hereby amended to mean May 31, 2021.



 


		B.	Section 2.1(a) is hereby amended and restated in its entirety
to read as follows:





 


“(a) Upon
the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller will contribute, sell, transfer
and deliver to the Buyer, and the Buyer will purchase and receive from each Seller all the Securities set forth opposite such Seller’s
name on Exhibit A, constituting all of the issued and outstanding Securities of the Companies, for an aggregate purchase
price of Two Hundred Twenty Two Million Dollars ($222,000,000), consisting of: (a) One Hundred Eighty Million Dollars
($180,000,000) in cash in immediately available funds (the “Cash Portion”), (b) One Million Two Hundred
Twenty Two Thousand Two Hundred Thirty Nine (1,222,239) shares of newly-issued Common Stock of the Parent and One Million One Hundred
Eleven Thousand Ninety Four (1,111,094) shares of newly-issued Series A Preferred Stock of Parent (collectively, the “Fixed
Share Consideration”), collectively, having a stated value that is equal to Twenty One Million Dollars ($21,000,000)
or Nine Dollars ($9.00) per share of Common Stock or Series A Preferred Stock, as applicable (c) a number of shares of Series A-1
Preferred Stock of Parent that is equal to (i) Twenty One Million Dollars ($21,000,000) divided by (ii) Trailing 20 Day Price (the
“Variable Share Consideration” and, collectively with the Cash Portion and the Fixed Share Consideration, the
“Purchase Price”), payable as described below and allocated among the Sellers as set forth on Exhibit A.”


 






     


     


    

 


		C.	Section 2.1(h) is hereby added to the Securities Purchase
Agreement as follows:





 


“(h)  Notwithstanding
anything to the contrary contained herein, in the event that the Parent obtains the requisite consent of its stockholders prior
to the Closing such that it may issue at the Closing the entire amount of the Fixed Share Consideration and the entire amount of
the Variable Share Consideration (together, the Stock Consideration”) in Common Stock, in lieu of Series A Preferred
Stock and Series A-1 Preferred Stock, in compliance with NYSE American regulations, then at the Closing the Buyer will satisfy
the Stock Consideration with Common Stock only.  For the avoidance of doubt, if the Buyer satisfies the Stock Consideration
with Common Stock only, then the Sellers would receive 2,333,333 shares of Common Stock constituting the Fixed Share Consideration
and a number of shares of Common Stock equal to (i) Twenty One Million Dollars ($21,000,000), divided by (ii) the Trailing 20 Day
Price as the Variable Share Consideration.”


 


		D.	Exhibit A (Schedule of Sellers) to the Securities Purchase Agreement is hereby amended and
restated in its entirety to read as set forth on Exhibit A to this Amendment. On and after the date of this Amendment, each
reference in the Securities Purchase Agreement to "Exhibit A" and each reference to the “Exhibit
A” in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection
with, the Securities Purchase Agreement, will mean and be a reference to the Exhibit A attached to this Amendment..



 


3. Additional
Deposit. As consideration for the amendment to the Securities Purchase Agreement contained in Section 2.A. above, upon executing
this Amendment, Buyer shall pay a deposit of Seventy-Five Thousand Dollars ($75,000) in cash to 1 Stop (the “Additional
Deposit”) by wire transfer of immediately available funds to the account designated by 1 Stop on Schedule 2.1(b) of the
Disclosure Schedule. At the Closing, the Additional Deposit will be deducted from the Cash Portion that Buyer will deliver to Sellers
in the same manner as the Deposit, as set forth in Section 2.1(b) of the Securities Purchase Agreement, and in every other way
shall be deemed to be part of the Deposit and shall be treated identically to the Deposit under the terms of the Securities Purchase
Agreement.


 


4. Effect
of Amendment. Except as amended as set forth above, the Securities Purchase Agreement shall continue in full force and effect.


 


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., www.docusign.com) 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 New York,
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 New York.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




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


 


	 	BUYER:
	 	 
	 	APPLIANCES CONNECTION INC.
	 	 
	 	By:	/s/ Doulas T. Moore
	 	Name:	Douglas T. Moore
	 	Title:	Chief Executive Officer
	 	 
	 	PARENT:
	 	 
	 	1847 GOEDEKER INC.
	 	 
	 	By:	/s/ Doulas T. Moore
	 	Name:	Douglas T. Moore
	 	Title:	Chief Executive Officer
	 	 
	 	COMPANIES:
	 	 
	 	1 STOP ELECTRONICS CENTER, INC.
	 	 
	 	By:	/s/ Albert Fouerti
	 	Name:	Albert Fouerti
	 	Title:	President
	 	 
	 	GOLD COAST APPLIANCES INC.
	 	 
	 	By:	/s/ Albert Fouerti
	 	Name:	Albert Fouerti
	 	Title:	President
	 	 
	 	SUPERIOR DEALS INC.
	 	 
	 	By:	/s/ Albert Fouerti
	 	Name:	Albert Fouerti
	 	Title:	President



 






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	 	JOE’S APPLIANCES LLC
	 	 
	 	By:	 /s/ Albert Fouerti
	 	Name:	 Albert Fouerti
	 	Title:	President
	 	 
	 	YF LOGISTICS LLC
	 	 
	 	By:	/s/ Youssef Fouerti
	 	Name:	Youssef Fouerti
	 	Title:	Sole Member


 


	 	SELLERS:
	 	 
	 	/s/ Albert Fouerti
	 	Albert Fouerti
	 	 
	 	/s/ Elie Fouerti
	 	Elie Fouerti
	 	 
	 	/s/ Youssef Fouerti
	 	Youssef Fouerti
	 	 
	 	THE 2020 ALBERT FOUERTI TRUST
	 	 
	 	By:	 /s/ David Rosenblatt
	 	 	David Rosenblatt, Esq., Trustee
	 	 
	 	THE 2020 ELIE FOUERTI TRUST
	 	 
	 	By:	 /s/ David Rosenblatt
	 	 	David Rosenblatt, Esq., Trustee



 



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EXHIBIT A


 


Schedule of Sellers


	Name
        and Address of Seller
	 	Ownership
    of Companies	 	Cash
    Portion (inclusive of the Deposit, and subject to any adjustment pursuant to Section 2.2 and 2.3 hereof)	 	Pro
    Rata Cash Basis	 	Portion
    of Common Stock included in Fixed Share Consideration	 	Portion
    of Series A Preferred Stock included in Fixed Share Consideration	 	Percentage
        of Common Stock and Series A-1 Preferred Stock included in Variable Share Consideration

        (This
        percentage is also the Pro Rata Share Basis)
	 	Pro
    Rata Basis
	Albert
        Fouerti

         

        Address:

         

        Email:
        

         
	 	Eighty
        (80.0) shares of common stock of 1 Stop (40% of 1 Stop)

         

        One
        hundred (100) shares of common stock of Gold Coast (50% of Gold Coast)

         

        One
        hundred (100) shares of common stock of Superior Deals (50% of Superior Deals)

         

        50%
        of the membership interests of Joe’s Appliances

         

        0%
        of the membership interests of YF Logistics

         
	 	$89,500,000.00	 	49.72%	 	0
        shares of Common Stock

         
	 	0
        shares of Series A Preferred Stock

         
	 	0% of the Common Stock and Series A-1 Preferred
    Stock included in the Variable Share Consideration	 	40.32%
	The
        2020 Albert Fouerti Trust

         

        Address:

         

         
	 	Twenty
        (20) shares of common stock of 1 Stop (10% of 1 Stop)

         

        0
        shares of common stock of Gold Coast (0% of Gold Coast)

         

        0
        shares of common stock of Superior Deals (0% of Superior Deals)

         

        0%
        of the membership interests of Joe’s Appliances

         

        0%
        of the membership interests of YF Logistics
	 	$0.00	 	0%	 	611,119.50
        shares of Common Stock

         
	 	555,547
        shares of Series A Preferred Stock

         
	 	50.00% of the Common Stock and Series A-1 Preferred
    Stock included in the Variable Share Consideration	 	9.46%
	Elie
        Fouerti

         

        Address:

         

         
	 	Eighty
        (80.0) shares of common stock of 1 Stop (40% of 1 Stop)

         

        One
        hundred (100) shares of common stock of Gold Coast (50% of Gold Coast)

         

        One
        hundred (100) shares of common stock of Superior Deals (50% of Superior Deals)

         

        50%
        of the membership interests of Joe’s Appliances

         

        0%
        of the membership interests of YF Logistics

         
	 	$89,500,000.00	 	49.72%	 	0
        shares of Common Stock

         
	 	0
        shares of Series A Preferred Stock

         
	 	0.00% of the Common Stock and Series A-1 Preferred
    Stock included in the Variable Share Consideration	 	40.32%
	The
        2020 Elie Fouerti Trust

         

        Address:

         

         
	 	Twenty
        (20) shares of common stock of 1 Stop (10% of 1 Stop)

         

        0
        shares of common stock of Gold Coast (0% of Gold Coast)

         

        0
        shares of common stock of Superior Deals (0% of Superior Deals)

         

        0%
        of the membership interests of Joe’s Appliances

         

        0%
        of the membership interests of YF Logistics

         
	 	$0.00	 	0%	 	611,119.50
        shares of Common Stock

         
	 	555,547
        shares of Series A Preferred Stock

         
	 	50.00% of the Common Stock and Series A-1 Preferred
    Stock included in the Variable Share Consideration	 	9.46%
	Youssef
        Fouerti

         

        Address:

         

         
	 	0
        shares of common stock of 1 Stop (0% of 1 Stop)

         

        0
        shares of common stock of Gold Coast (0% of Gold Coast)

         

        0
        shares of common stock of Superior Deals (0% of Superior Deals)

         

        0%
        of the membership interests of Joe’s Appliances

         

        100%
        of the membership interests of YF Logistics

         
	 	$1,000,000.00	 	0.56%	 	0
        shares of Common Stock

         
	 	0
        shares of Series A Preferred Stock

         
	 	0% of the Common Stock and Series A-1 Preferred
    Stock included in the Variable Share Consideration	 	0.45%


 

 


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