Exhibit 10.34


 


SETTLEMENT AGREEMENT


 


This
SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 2, 2020, by and among
1847 GOEDEKER HOLDCO INC., a Delaware corporation (“Holdco”), 1847 GOEDEKER INC., a Delaware corporation
(“1847 Sub”), GOEDEKER TELEVISION CO., INC., a Missouri corporation (“GTC”),
STEVE GOEDEKER, an individual (“Steve”) and MIKE GOEDEKER, an individual (“Mike”).
Holdco, 1847 Sub, GTC, Steve and Mike are sometimes referred to herein as, collectively, the “Parties”
and, each, a “Party.”


 


WITNESSETH:


 


WHEREAS, 1847
Sub, as “Buyer”, and GTC, Steve and Mike (collectively, the “Sellers”), previously entered
into that certain Asset Purchase Agreement dated January 18, 2019, as amended by that certain Amendment No. 1 to the Asset Purchase
Agreement dated April 5, 2019, by and among 1847 Sub, Holdco and Sellers (collectively, and as so further amended, restated, supplemented,
or otherwise modified from time to time, the “Asset Purchase Agreement”);


 


WHEREAS, pursuant
to the Asset Purchase Agreement, 1847 Sub purchased all or substantially all of the assets of GTC, as further described in the
Asset Purchase Agreement (the “Purchased Assets”);


 


WHEREAS, in
consideration of the sale, delivery and assignment of the Purchased Assets, 1847 Sub agreed to (i) pay an aggregate purchase price
of $6,200,000.00 (the “Purchase Price”), subject to certain adjustments as set forth in the Asset Purchase
Agreement, (ii) assume certain liabilities of GTC, and (iii) issue to each of Steve and Mike, an 11.25% non-dilutable interest
in all of the issued and outstanding common stock of Holdco;


 


WHEREAS, a portion
of the Purchase Price was evidenced by that certain 9% Subordinated Promissory Note dated as of April 5, 2019, in the original
principal amount of $4,100,000.00, executed by 1847 Sub to the order of Steve, in his capacity as Sellers’ representative
(the “Note”);


 


WHEREAS, the
$1,500,000.00 cash portion of the Purchase Price is subject to a working capital adjustment (the “Working Capital Adjustment”),
as further described in the Asset Purchase Agreement;


 


WHEREAS, certain
disputes relating the Asset Purchase Agreement have arisen between the Parties, including (i) 1847 Sub’s non-payment of certain
amounts due and owing under the Note, and (ii) the amount of the Working Capital Adjustment;


 


WHEREAS, the
Parties are involved in a pending arbitration matter styled In Re 1847 Goedeker Inc. and 1847 Goedeker Holdco Inc. v. Steve
Goedeker, Mike Goedeker and Goedeker Television Co., Inc., regarding the Parties’ disputes related to the Asset
Purchase Agreement (the “Arbitration”);


 


WHEREAS, the
Holdco shares issued to Steve and Mike are subject to that certain Stockholders Agreement dated April 5, 2019, by and among, Holdco,
1847 Holdings LLC, a Delaware limited liability company (“Holdings”), Leonite Capital LLC, a Delaware
limited liability company (“Leonite”), Steve and Mike (the “Stockholders Agreement”);


 






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WHEREAS, 1847
Sub is undertaking an initial public offering of at least $10 million of its securities (the “IPO”) with
the assistance of ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”);


 


WHEREAS, in
connection with the IPO, Holdco proposes to distribute restricted stock in 1847 Sub currently held by Holdco to the current Holdco
shareholders on a pro-rata basis;


 


WHEREAS, Holdings
desires to terminate the Stockholders Agreement upon the closing of the IPO; and


 


WHEREAS, the
Parties now desire to fully and finally resolve the disputes giving rise to the Arbitration, in accordance with the terms and conditions
set forth in this Agreement, and to take certain actions further described herein to permit Holdco and 1847 Sub to proceed with
the IPO, in accordance with the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Parties, intending to be
legally bound, hereby agree as follows:


 


1. Incorporation
of Recitals. The above recitals are hereby incorporated into this Agreement and form a material part hereof as though set
forth herein verbatim.


 


2. Definitions.
The following initially capitalized terms and phrases shall, when used herein, have the following meanings ascribed to them:


 


a. “1847
Parties” means (i) Holdco, and (ii) 1847 Sub.


 


b. “Burnley”
means Burnley Capital LLC, a Delaware limited liability company.


 


c. “Burnley
Indebtedness” means all indebtedness owed by 1847 Sub and/or Holdco to Burnley under the Burnley Loan Agreement or
otherwise.


 


d. “Burnley
Loan Agreement” means that certain Loan and Security Agreement dated April 5, 2019, by and among 1847 Sub, Holdco
and Burnley (as amended, modified, supplemented, replaced or refinanced from time to time).


 


e. “Burnley
Subordination Agreement” means that certain Subordination Agreement dated April 5, 2019, by and between Burnley and
GTC.


 






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f. “Claim”
or “Claims” means any and all claims, counterclaims, actions, causes of action, litigation, demands,
defenses, judgments, settlements, suits, arbitrations, proceedings (administrative or otherwise), controversies, investigations,
audits, awards, decisions, injunctions, judgments, orders, rulings, subpoenas, verdicts, obligations, contracts, debts, loans,
undertakings, costs, liens, damages (including, without limitation, incidental and consequential damages), losses, liabilities,
obligations, indebtedness, settlement payments, penalties, assessments, citations, directives, disbursements, or expenses, of any
kind or of any nature whatsoever (including, without limitation, attorneys’, consultants’, and experts’ fees
and expenses and disbursements incurred in investigating, defending against, settling, or prosecuting any claim, litigation, or
proceeding), whether any of the foregoing arise out of contract, tort, violation of laws or regulations or otherwise, for, upon,
or by reason of any matter, cause or thing whatsoever, either direct or consequential, whether known or unknown, from the beginning
of time until the Effective Date.


 


g. “Closing”
shall mean the consummation of the transactions contemplated by Sections 4 through 6 of this Agreement.


 


h. “Closing
Date” shall mean the first business day after the Effective Date.


 


i. “Closing
of the IPO” shall mean 1847 Sub’s sale of its securities to the Underwriter or another underwriter engaged
by the Company in connection with the IPO.


 


j. “Effective
Date” shall have the meaning set forth in Section 3.


 


k. “Goedeker
Parties” means (i) GTC, (ii) Steve, and (iii) Mike.


 


l. “Governmental
Authority” means any federal, state, local, foreign or international court, government, department, commission, board,
bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority.


 


m. “Insolvent”
means that the sum of liabilities of the applicable person exceeds the present fair market value of such person’s assets.


 


n. “IRC”
means the Internal Revenue Code of 1986, as amended.


 


o. “Prospectus”
means the prospectus included in the Registration Statement on Form S-1 of 1847 Sub (File No. 333-237786) originally filed with
the Securities and Exchange Commission on April 22, 2020 as the same may be amended, supplemented or otherwise modified from time
to time.


 


p. “Restricted
Stock” means shares of 1847 Sub issued pursuant to Section 5 of this Agreement which are subject to the restrictions
of Rule 144 of the Securities Act of 1933.


 


q. “SBCC”
means Small Business Community Capital L.P., a Delaware limited partnership.


 


r. “SBCC
Indebtedness” means all indebtedness owed by 1847 Sub and/or Holdco to SBCC under the SBCC Loan Agreement or otherwise.


 


s. “SBCC
Loan Agreement” means that certain Loan and Security Agreement dated April 5, 2019, by and among 1847 Sub, Holdco
and SBCC (as amended, modified, supplemented, replaced or refinanced from time to time).


 






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t. “SBCC
Subordination Agreement” means that certain Subordination Agreement dated April 5, 2019, by and between SBCC and
GTC.


 


u. “Transaction
Documents” means this Agreement and the other agreements contemplated to be delivered pursuant to Section 8
of this Agreement or otherwise.


 


3. Effectiveness.
The Parties acknowledge and agree that although the Parties are signing this Agreement and the exhibits hereto on the date hereof,
the effectiveness of this Agreement and such exhibits is conditioned upon the Closing of the IPO, and, accordingly, the terms and
conditions and obligations of the Parties contemplated herein shall only become effective upon the date that the Closing of the
IPO occurs (the “Effective Date”). If the Closing of the IPO does not occur, for any reason or no reason,
this Agreement shall automatically terminate and be deemed void and of no further force or effect. The 1847 Parties shall provide
the Goedeker Parties (i) at least ten (10) days advance written notification of the anticipated date of the Closing of the IPO,
and (ii) written confirmation (the “Confirmation”) of the Closing of the IPO no later than 5:00 PM Eastern
Standard Time on the date of such closing. The Confirmation shall thereafter be attached as Exhibit A to a fully executed
copy of this Agreement.


 


4. Promissory
Note.


 


a. Termination
of Subordination Agreements. On or before the Closing Date, and as a condition precedent to the effectiveness hereof, 1847
Sub and Holdco shall cause both of the Burnley Subordination Agreement and the SBCC Subordination Agreement to terminate and be
of no further force and effect (the “Subordination Agreement Terminations”) by fully paying and discharging
the Burnley Indebtedness and the SBCC Indebtedness with proceeds of the Closing of the IPO or otherwise.


 


b. Payment
by 1847 Sub. On the Closing Date, 1847 Sub shall pay to Steve the aggregate amount of (i) $516,301.26, which is equal to the
principal due and owing for quarters 2, 3, and 4 under the Note (the “Outstanding Principal Amount”),
plus (ii) all accrued, unpaid interest thereon, which is equal to $324,671.94 as of June 1, 2020, and shall accrue at a
rate of $983.85 per day thereafter (the “Outstanding Interest Amount”), plus (iii) if the Closing
Date occurs on or after July 1, 2020, any additional quarterly payments then due and owing under the Note (the “Quarterly
Payments”, and together with the Outstanding Principal Amount and the Outstanding Interest Amount, the “Outstanding
Note Amount”).


 


c. Amendment
to Note. On the date hereof, the Note shall be amended and restated and replaced, by an amended and restated promissory note
executed by 1847 Sub to the order of Steve, in his capacity as Sellers’ representative (the “Amended and Restated
Note”), in the form attached hereto as Exhibit B. The Amended and Restated Note shall have an original principal
amount of $4,185,418.00 with interest payable thereon at a rate of twelve percent (12%) per annum and shall be effective upon the
Closing Date.


 






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d. Security
Agreement. On the date hereof, 1847 Sub shall execute a security agreement in favor of Steve, in his capacity as Sellers’
representative (the “Security Agreement”), in the form attached hereto as Exhibit C. The Security
Agreement shall grant Steve a continuing first priority security interest in 1847 Sub’s Collateral (as such term is defined
in the Security Agreement) to secure payment and performance of 1847 Sub’s obligations under the Amended and Restated Note
and shall be effective upon the Closing Date.


 


e. Executed
Agreements. The Parties shall execute the Amended and Restated Note and the Security Agreement on the date hereof and deliver
to each other signed copies of the same; provided, however, that the Amended and Restated Note and Security Agreement shall only
become effective upon the Closing of the IPO and receipt of the Outstanding Note Amount.


 


5. Stockholders
Agreement/Exchange of Holdco Stock.


 


a. On
the date hereof, the Parties are executing an agreement terminating the Stockholders Agreement (the “Termination of
Stockholders Agreement”), in the form attached hereto as Exhibit D. The Termination of Stockholders Agreement
shall be deemed to become effective immediately upon the Closing of the IPO so long as the Outstanding Note Amount is paid at the
Closing of the IPO and the other obligations of the 1847 Parties hereunder that are to take place at the Closing of the IPO are
then satisfied.


 


b. The
Parties acknowledge and agree that immediately prior to the Closing of the IPO, it is contemplated that 1847 Sub will complete
a 3,166.666-for-1 forward stock split of its outstanding common stock (the “Stock Split”). As a result
of the Stock Split, 1847 Sub’s issued and outstanding common stock will be increased from 1,000 shares (currently outstanding)
to shares 3,166,666 shares. The Underwriter may require 1847 Sub to effectuate the Stock Split on a basis different than 3,166.666-for-1
and none of the Parties objects or will object to a Stock Split on a different basis if proposed by the Underwriter.


 


c. On
or before the Closing Date, Holdco shall distribute or cause to be distributed, in a transaction which qualifies under Section
355 of the IRC, shares of the Restricted Stock of 1847 Sub to the stockholders of Holdco (the “Distribution”),
as follows (it being understood that the below table reflects the Stock Split on a 3,166.666-for-1 and such ratio is subject to
change):


 


	
        Holdco 

Stockholder
	
        No. of Holdco 

        Shares Held 

Immediately Prior to 

Closing
        of IPO
	Percentage of 

Holdco Shares Held 

Immediately Prior to 

Closing of IPO	No. of 1847 Sub 

Shares to be

 Received

 Immediately Upon 

the Closing of IPO
	Holdings	1,400	70.0%	2,216,666
	Steve	225	11.25%	356,250
	Mike	225	11.25%	356,250
	Leonite	150	7.50%	237,500


 






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d. Upon
the request of Mike or Steve from to time to time, 1847 Sub shall be responsible (at its cost) for promptly supplying to 1847 Sub’s
transfer agent and Steve and/or Mike a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”)
to the effect that the resale of the shares of common stock of 1847 Sub received by Mike and Steve in the Distribution (the “Shares”)
is exempt from the registration requirements of the Securities Act of 1933, as amended pursuant to Rule 144 (provided the requirements
of Rule 144 are satisfied). Should 1847 Sub’s legal counsel fail for any reason to issue the Legal Counsel Opinion, Mike
and Steve may (at 1847 Sub’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and 1847 Sub will instruct
its transfer agent to accept such opinion. 1847 Sub shall not impede the removal by its stock transfer agent of the restricted
legend from any certificate representing Shares upon receipt by the transfer agent of a Rule 144 Opinion Letter or the sale of
such Shares in accordance with Rule 144.


 


e. On
the Closing Date, 1847 Sub shall pay Steve the amount of $10,000.00 for legal fees incurred by Steve in connection with the negotiation
and drafting of this Agreement, the documents contemplated hereunder or attached hereto, and the transactions contemplated herein
(“Steve’s Attorney’s Fees”).


 


6. Arbitration.


 


a. The
Parties acknowledge and agree that there is a genuine, good-faith dispute over the amount, if any, of the Working Capital Adjustment.


 


b. As
of the Closing Date, Holdco and 1847 Sub, in consideration of the transactions contemplated herein, agree to relinquish and release
any Claim each now has or may ever have in or related to the Working Capital Adjustment.


 


c. No
Working Capital Adjustment is or shall be required under the Asset Purchase Agreement.


 


d. On
the Closing Date, the 1847 Parties shall execute a stipulation of dismissal of the Arbitration, substantially in the form attached
hereto as Exhibit E.


 






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7. Asset
Purchase Agreement. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that:


 


a. All
the Parties to the Asset Purchase Agreement have satisfied all of their respective obligations under the Asset Purchase Agreement
as of the Closing Date; provided, however, that the (i) the “Earn Out Payments” contemplated in Section 1.6 of the
Asset Purchase Agreement and (ii) the “Covenant Not to Compete” set forth in Section 4.3 of the Asset Purchase Agreement
shall each continue in full force and effect on and after the Closing Date of this Agreement.


 


b. Effective
upon the Closing of the IPO Section 4.9 of the Asset Purchase Agreement captioned “Rights to Participate in Future Stock
Issuances” shall be terminated and of no force and effect such that the right to participate in future stock issuances provided
for thereunder shall not apply to the IPO or any stock issuance of 1847 Sub following the IPO.


 


8. Lock
Up Agreement.


 


a. Steve
and Mike shall execute the Lock Up Agreement in the form of Exhibit F to this Agreement on the date hereof. The Lock Up
Agreement shall automatically become effective upon the Closing of the IPO.


 


9. Closing
Deliverables.


 


a. The
1847 Parties shall deliver the following items at or in connection with the Closing:


 


i. The
Outstanding Note Amount, to be delivered by wire transfer in accordance with wire transfer instructions supplied by the Goedeker
Parties;


 


ii. Stock
certificates representing 356,250 shares of Restricted Stock to Steve (subject to equitable adjustment by the Underwriter, as set
forth in Section 5.b of this Agreement);


 


iii. Stock
certificates representing 356,250 shares of Restricted Stock to Mike (subject to equitable adjustment by the Underwriter, as set
forth in Section 5.b of this Agreement);


 


iv. Steve’s
Attorney’s Fees, to be delivered by wire transfer in accordance with wire transfer instructions supplied by the Goedeker
Parties; and


 


v. A
stipulation of dismissal of the Arbitration, in the form attached hereto as Exhibit E, executed by the 1847 Parties or their
respective legal counsel on behalf of Holdco and 1847 Sub.


 


b. The
executed documents delivered by the Parties to each other on the date hereof, including the Termination of Stockholders Agreement
and the Lock Up Agreements shall automatically become effective upon the Closing of the IPO.


 






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10. Representations
and Warranties of the 1847 Parties. With respect to all periods through and including the Closing Date, the representations,
warranties, covenants and acknowledgments of the 1847 Parties contained in this Agreement will survive the execution, delivery
and acceptance of this Agreement. Each of the 1847 Parties, jointly and severally, represents and warrants to the Goedeker Parties
as follows:


 


a. Authority.
The execution and delivery of this Agreement and the other Transaction Documents have been duly and validly authorized by all necessary
organizational action in respect thereof, as applicable, on the part of each of the 1847 Parties. This Agreement represents the
legal, valid and binding obligation of each of the 1847 Parties, enforceable against each of the 1847 Parties in accordance with
its terms.


 


b. Closing
of the IPO. The definition of “Closing of the IPO” used in this Settlement Agreement is not inconsistent with how
such term is defined in any other agreement entered into by any of the 1847 Parties in connection with or related to the IPO.


 


c. Securities
Laws. The 1847 Parties have taken or will take all necessary actions to comply with the federal and/or state securities laws
and rules and regulations applicable to the IPO and the Distribution.


 


d. Tax-Free
Distribution. The 1847 Parties have determined that the Distribution satisfies the requirements necessary for said Distribution
to receive tax-free treatment under Section 355 and related provisions of the IRC.


 


e. No
Prohibition. No order, injunction or decree issued by any Governmental Authority or court of competent jurisdiction or other
legal restraint or prohibition preventing consummation of (i) the IPO, the Distribution or the respective transactions related
thereto, or (ii) any other transactions contemplated herein, is in effect or will be in effect as of the Closing Date, and no other
event outside the control of 1847 Parties shall have occurred or failed to occur that prevents the consummation of (i) the IPO.
the Distribution or the respective transactions related thereto, or (ii) any other transactions contemplated herein.


 


f. Solvency.
None of the 1847 Parties is now insolvent and none of the 1847 Parties will be rendered insolvent by any of the transactions contemplated
by this Agreement.


 


11. Representations
and Warranties of the Goedeker Parties. With respect to all periods through and including the Closing Date, the representations,
warranties, covenants and acknowledgments of the Goedeker Parties contained in this Agreement will survive the execution, delivery
and acceptance of this Agreement. Each of the Goedeker Parties, jointly and severally, represents and warrants to the 1847 Parties
as follows:


 


a. The
execution and delivery of this Agreement and the other Transaction Documents have been duly and validly authorized by all necessary
organizational action in respect thereof, as applicable, on the part of GTC. This Agreement represents the legal, valid and binding
obligation of the GTC, Steve and Mike, enforceable against the GTC, Steve and Mike in accordance with its terms.


 






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12. Mutual
Releases.


 


a. As
of the Closing Date, each of the 1847 Parties on behalf of itself, and its respective officers, directors, agents, employees, attorneys,
members, managers, successors, and assigns (each an “1847 Related Party” and collectively, the “1847
Related Parties”), releases, remises, and forever discharges each of the Goedeker Parties, and their respective affiliates,
subsidiaries, parents, shareholders, officers, directors, agents, employees, attorneys, members, managers, executors, personal
representatives, trustees, heirs, beneficiaries, successors, and assigns (each a “Goedeker Released Party”
and collectively, the “Goedeker Released Parties”) from any and all Claims that such 1847 Related Party
now has or has ever had against the respective Goedeker Released Parties (each an “1847 Claim” and collectively,
the “1847 Claims”), whether arising contemporaneously with or prior to the Closing Date or on account
of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date; provided,
however, that 1847 Claims shall not include, and nothing contained herein shall operate to release, (i) any obligations
of any Party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument or agreement
contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of or relate to
any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other document, instrument
or agreement contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure
of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the
1847 Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the Arbitration.


 


b. As
of the Closing Date, each of Goedeker Parties, on behalf of himself or itself, and his or its respective officers, directors, agents,
employees, attorneys, members, managers, executors, personal representatives, trustees, heirs, beneficiaries, successors, and assigns
(each a “Goedeker Related Party” and collectively, the “Goedeker Related Parties”),
releases, remises, and forever discharges each of the 1847 Parties and their respective affiliates, subsidiaries, parents, shareholders,
officers, directors, agents, employees, attorneys, members, managers, successors, and assigns (each an “1847 Released
Party” and collectively, the “1847 Released Parties”) from any and all Claims that such
Goedeker Related Party now has or has ever had against the respective 1847 Released Parties (each a “Goedeker Claim”
and collectively, the “Goedeker Claims”), whether arising contemporaneously with or prior to the Closing
Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date;
provided, however, that Goedeker Claims shall not include, and nothing contained herein shall operate to release,
(i) any obligations of any party hereto relating to this Agreement, the other Transaction Documents, or any other document, instrument
or agreement contemplated, executed, or delivered in connection with any of the foregoing or (ii) any Claim(s) that arise out of
or relate to any misrepresentation or breach of any covenant under this Agreement, the other Transaction Documents, or any other
document contemplated, executed, or delivered in connection with any of the foregoing, including but not limited to the failure
of any representation or warranty made not being true and correct in all respects when made. Without limiting the foregoing, the
Goedeker Related Parties’ releases include all Claims asserted in the Arbitration or which could have been asserted in the
Arbitration.


 






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13. No
Admission of Liability. Neither this Agreement nor any action taken in connection with this Agreement by any party hereto
shall in any way be construed as an admission of any liability, wrongdoing, or violation of law, regulation, contract or policy.


 


14. Confidentiality.
None of the Parties shall, without the approval of all of the other Parties, make any statement, communication, press release or
other public announcement concerning this Agreement or any other document relating hereto or thereto, except (a) as and to the
extent such statement or communication is previously consented to, in writing, by each of the other Parties, (b) as and to the
extent that such communication shall be required by law, in which case the other party shall be given prior notice thereof, (c)
to their professional advisors, attorney, accountants, investors, prospective investors, agents and employees as and to the extent
reasonably necessary to enforce the terms and provisions of this Agreement or any other document relating hereto or thereto, (d)
in connection with the IPO, or (e) in connection with the reasonable business activities of any such Party. For the avoidance of
doubt, the Parties acknowledge and agree that this Agreement shall be summarized in the Prospectus and shall be filed as an exhibit
to the Registration Statement of which the Prospectus forms a part.


 


15. Specific
Enforcement. Each Party hereto acknowledges and agrees that the damages resulting from any breach of any of the covenants
set forth herein may be intangible in whole or in part and that the promisees are entitled to seek specific enforcement, injunctive
relief, and other equitable remedies in addition to monetary damages and legal remedies. Each party hereto hereby stipulates to
the entering of such injunctive relief enforcing the provisions hereof.


 


16. Survival.
The provisions of this Agreement shall survive the Closing.


 


17. Prevailing
Party. If a party hereto commences a proceeding against another party to enforce and/or recover damages for breach of this
Agreement, the prevailing party in such proceeding shall be entitled to recover from the other party all reasonable costs and expenses
of enforcement and collection of any and all remedies and damages, or all reasonable costs and expenses of defense, as the case
may be. The foregoing costs and expenses shall include reasonable attorneys’ fees.


 


18. Jointly
Drafted. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this
Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder unless the context requires otherwise. The word “including” shall
mean including without limitation.


 






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19. Severability.
If any provision of this Agreement is found or declared to be invalid or unenforceable by any arbitrator, referee, court, or
other competent authority having jurisdiction, such finding or declaration shall not invalidate any other provision hereof
and this Agreement shall thereafter continue in full force and effect except that such invalid or unenforceable provision,
and (if necessary) other provisions hereof, shall be reformed by such arbitrator, referee, court, or other competent
authority so as to effect insofar as is practicable, the intention of the Parties set forth in this Agreement, provided
that if such arbitrator, referee, court, or other competent authority is unable or unwilling to effect such reformation, the
invalid or unenforceable provision shall be deemed deleted to the same extent as if it had never existed.


 


20. Binding
Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the Parties and their
respective successors and assigns.


 


21. Amendment.
This Agreement may not be amended except in a writing signed by all of the Parties.


 


22. No
Assignment. No party may assign any of their rights or obligations under this Agreement.


 


23. Governing
Law and Arbitration. This Agreement shall be governed by and construed under the laws of the State of Missouri without
regard to principles of conflicts of law. Any dispute hereunder or related hereto shall be resolved by arbitration conducted in
St. Louis Missouri, in accordance with Chapter 435 of the Missouri Revised Statutes. Each Party agrees to follow and participate
in the rules governing any such arbitration. The provisions of this Section 22 shall survive the entry of any judgment,
and will not merge, or be deemed to have merged, into any judgment.


 


24. Additional
Documents. All parties agree to cooperate fully and to execute and deliver any and all supplementary documents and to take
any and all additional actions which may be necessary or appropriate to give effect to the terms and intent of this Agreement.


 


25. No
Waiver. Failure to insist on compliance with any term, covenant or condition contained herein shall not be deemed a waiver
of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Agreement at
any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.


 


26. Counterparts;
Electronic Signature. More than one counterpart of this Agreement may be executed by any of the Parties, each of which
shall be deemed an original, but all of which shall constitute one and the same Agreement. This Agreement and any other document
to be executed and delivered in connection herewith may be executed and delivered by facsimile or other electronic transmission,
and any document delivered in such a manner shall be binding as though an original thereof had been executed and delivered.


 


27. Entire
Agreement. This Agreement, including the other documents referred to herein, contains the entire understanding of the Parties
with respect to the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter.


 


28. Further
Assurances. Each of the Parties covenants and agrees to execute and deliver, or cause to be executed and delivered, all
such further acts, assignments, transfers, assurances, conveyances, notices, assumptions, releases and acquittances and such other
instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully effectuate the
transactions contemplated by this Agreement.


 


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counterpart
signature page to 


SETTLEMENT
AGREEMENT


 


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


 


THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.


 


	 	“HOLDCO”
	 	 
	 	1847 Goedeker Holdco Inc., a Delaware corporation
	 	 
	 	By:	/s/ Robert D. Barry
	 	Name: 	Robert D. Barry
	 	Title:	President
	 	 
	 	“1847 SUB”
	 	 
	 	1847 Goedeker Inc., a Delaware corporation
	 	 
	 	By:	/s/ Douglas T. Moore
	 	Name:	 Douglas T. Moore
	 	Title:	Chief Executive Officer


 


Signature Page to Settlement Agreement


 




     


     


    

 


counterpart
signature page to 


SETTLEMENT
AGREEMENT


 


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


 


THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.


 


	 	“GTC”
	 	 	 
	 	Goedeker Television Co., Inc., a Missouri corporation
	 	 	 
	 	By:	/s/ Steve Goedeker
	 	Name:  	Steve Goedeker
	 	Title: 	President


 


	 	“STEVE”
	 	 
	 	/s/ Steve Goedeker
	 	Steve Goedeker


 


	 	“MIKE”
	 	 
	 	/s/ Mike Goedeker
	 	Mike Goedeker