Exhibit 4.1


 


	State
                                         of Delaware


Secretary
of State


Division
of Corporations


Delivered
10:01 AM 07/30/2020


FILED
10:01 AM 07/30/2020


SR 20206487176 - File Number 7232809


	



 


AMENDED
AND RESTATED


CERTIFICATE OF INCORPORATION


OF


1847
GOEDEKER INC.


 


(Pursuant
to Sections 242 and 245 of the


General Corporation Law of the State of Delaware)


 


1847
Goedeker Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the
provisions of the General Corporation Law of the State of Delaware (the“DGCL”), does hereby certify
as follows:


 


1. The
Corporation’s original Certificate of lncorporation was filed with the Secretary of State of the State of Delaware on
January 10, 2019 under the name 1847 Goedeker Inc.


 


2.
The Board of Directors of the Corporation duly adopted resolutions proposing to amend and restate the Certificate of Incorporation
of the Corporation, declaring said amendment and restatement to be advisable and in the best interests of the Corporation and
its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor,
which resolution setting forth the proposed amendment and restatement is as follows:


 


RESOLVED,
that the Certificate of Incorporation of the Corporation be amended and restated in its entirety to read as follows:


 


ARTICLE
I


 


The
name of the Corporation is 1847 Goedeker Inc.


 


ARTICLE
II


 


The
registered agent and the address of the registered office in the State of Delaware are:


 


Vcorp
Services, LLC


1013 Centre Road, Suite 403-B


Wilmington,
Delaware 19805


County
of New Castle


 


ARTICLE III


 


The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.


 






     


     


    

 


ARTICLE
IV


 


The
total number of shares of capital stock which the Corporation shall have authority to issue is two hundred million
(200,000,000) shares of common stock, $0.0001 par value per share (the “Common Stock”), and twenty
million (20,000,000) shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”). All
Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. Shares of
Preferred Stock may be issued from time to time in one or more classes or series, each of which class or series shall have
such distinctive designation or title as shall be fixed by the Board of Directors of the Corporation or, to the extent
permitted by the DGCL, any committee thereof established by resolution of the Board of Directors pursuant to the Bylaws of
the Corporation prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall have such
voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the
Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all
in accordance with the laws of the State of Delaware.


 


ARTICLEV


 


In
furtherance of and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.


 


ARTICLE
VI


 


The
business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors
need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.


 


ARTICLE
VII


 


Whenever
a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation
and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers
appointed for the Corporation under §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for the Corporation under §279 of Title 8 of the Delaware Code order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree
to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement,
the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders,
of the Corporation, as the case may be, and also on the Corporation.


 






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ARTICLE
VIII


 


To
the fullest extent permitted by the DGCL, as it exists or may hereafter be amended, a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.


 


The
Corporation is authorized to indemnify to the fullest extent permitted by law any person made or threatened to be made a party
to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person was
a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as
a director or officer at the request of the Corporation or any predecessor to the Corporation.


 


Neither
any amendment nor repeal of this Article VIII, nor the adoption of any provision of the Certificate of Incorporation
inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter
occurring, or any action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision.


 


ARTICLE
IX


 


The
Corporation elects not to be governed by the terms and provisions of Section 203 of the DGCL, as the same may be amended,
superseded, or replaced by a successor section, statute, or provision. No amendment to this Certificate of Incorporation,
directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the
provisions of this Article IX shall apply to or have any effect on any transaction with an interested stockholder occurring
prior to such amendment or repeal.


 


ARTICLE
X


 


The
Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered
an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter,
transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession
of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder
of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who
is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless
such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession
of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.


 


*     *     *


 


3.
The foregoing amendment and restatement was approved by the holders of the requisite number of shares of the Corporation in
accordance with Section 228 of the DGCL.


 


4. This
Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the
Corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the
DGCL.


 






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IN
WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of
the Corporation on this 30th day of July, 2020.


 


	 	By:	/s/
Douglas T. Moore
	 	 	Douglas T. Moore
	 	 	Chief
    Executive Officer




 


 


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