Exhibit 10.3


 


AMENDMENT NO. 2


TO THE


SECURITIES PURCHASE AGREEMENT


 


AMENDMENT NO. 2 TO THE SECURITIES
PURCHASE AGREEMENT, dated April 6, 2021 (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 identified as “Sellers” on the signature
page 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 (as amended by that certain
Amendment No. 1 to Securities Purchase Agreement dated December 8, 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.
Section 1.1(a) is hereby amended to add the following new definition:


 


“Specified Sales Tax Liability”
means the aggregate amounts collectively accrued by the Companies for the potential liability related to the Companies’ obligations
as remote sellers to collect sales taxes on sales made in certain states under certain circumstances as a result of the U.S. Supreme Court’s
opinion in South Dakota v. Wayfair, Inc., which amount as of December 31, 2020 was $12,568,110.


 




     


     


    

 


B. The
definition of “Net Working Capital” now appearing in Section 1.1(a) of the Securities Purchase Agreement is hereby
deleted in its entirety and replaced with the following:


 


“Net Working Capital”
means (i) Accounts Receivable; plus (ii) Inventory; plus (iii) prepaid expenses and other current assets that have an economic benefit
to the Companies post-Closing; less (iv) current accounts payable, accrued liabilities and outstanding checks and other current liabilities
as of the Closing Date, which shall be prepared in accordance with Section 2.2(a) and as finally determined pursuant to Section 2.2(c);
provided, however that the calculation of Net Working Capital shall not include cash or cash equivalents, or any items otherwise included
in the definitions of Indebtedness, Specified Sales Tax Liability, or Transaction Expenses.


 


C. The
definition of “Outside Date” now appearing in Section 1.1(a) of the Securities Purchase Agreement is hereby amended
to mean June 30, 2021.


 


D.
The definition of “Gold Coast Lease” now appearing in Section 1.1(a) of the Securities Purchase Agreement is hereby
deleted.


 


E. Section
7.1(j) of the Securities Purchase Agreement is hereby is hereby deleted in its entirety and replaced with the following:


 


“(j) The Buyer
shall have received fully executed copies of each of (i) the 1 Stop Lease and (ii) the Joe’s Appliances Lease.”


 


F. Exhibit
F-2 to the Securities Purchase Agreement, the Gold Coast Lease, is hereby deleted.


 


3. Effect
of Amendment. Except as amended as set forth above, the Securities Purchase Agreement shall continue in full force and effect and
hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein
will not be construed as an amendment to or waiver of any other provision of the Securities Purchase Agreement or
as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the
other Party. On and after the date hereof, each reference in the Securities Purchase Agreement to “this Agreement,”
“the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference to the Securities Purchase Agreement 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 Securities Purchase Agreement as
amended by this Amendment.


 




    2


     


    

 


4. 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.


 


5. 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]


 




    3


     


    

 


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/ Douglas T. Moore
	 	Name:	Douglas T. Moore
	 	Title:	Chief Executive Officer
	 	 	 
	 	PARENT:
	 	 
	 	1847 GOEDEKER INC.
	 	 	 
	 	By:  	/s/ Douglas 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



 






     


     


    

 


	 	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