Exhibit 10.5


 


INDEMNIFICATION
AGREEMENT


 


INDEMNIFICATION AGREEMENT
(this “Agreement”), dated October 17, 2021, by and between 1847 Goedeker
Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).


 


RECITALS


 


A. The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B. The
Company’s bylaws require that the Company indemnify its directors and executive officers as authorized by the General Corporation
Law of the State of Delaware (the “DGCL”), under which the Company is organized, and the bylaws expressly provide that
the indemnification provided therein is not exclusive and contemplates that the Company may enter into separate agreements with its directors,
officers and other persons to set forth specific indemnification provisions.


 


C. The
Indemnitee may not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance,
if any, as adequate under the present circumstances, and the Company has determined that the Indemnitee may not be willing to serve the
Company without additional protection.


 


D. The
Company desires and has requested the Indemnitee to serve as a director and/or executive officer of the Company and has proffered this
Agreement to the Indemnitee as an additional inducement to serve in such capacity.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted
by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a) Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in
this Section 1(a) if, by reason of the Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 1(a), the Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection
with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable
cause to believe the Indemnitee’s conduct was unlawful.


 






     


     


    

 


(b) Proceedings
by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b)
if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in
any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made
in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company
unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.


 


(c) Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that
the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in
any Proceeding, the Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If
the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably
incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For
purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with
or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


(d) Indemnification
of Appointing Stockholder. If (i) the Indemnitee is or was affiliated with one or more venture capital funds that has invested in
the Company (an “Appointing Stockholder”), and (ii) the Appointing Stockholder is, or is threatened to be made, a party
to or a participant in any Proceeding, and (iii) the Appointing Stockholder’s involvement in the Proceeding (A) arises primarily
out of, or relates to, any action taken by the Company that was approved by the Company’s board of directors (the “Board),
and (B) arises out of facts or circumstances that are the same or substantially similar to the facts and circumstances that form the basis
of claims that have been, could have been or could be brought against the Indemnitee in a Proceeding, regardless of whether the legal
basis of the claims against the Indemnitee and the Appointing Stockholder are the same or similar, then the Appointing Stockholder shall
be entitled to all of the indemnification rights and remedies under this Agreement pursuant to this Agreement as if the Appointing Stockholder
were the Indemnitee.


 


2. Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless the Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf if, by reason
of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
(including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence
or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this
Agreement shall be that the Company shall not be obligated to make any payment to the Indemnitee that is finally determined (under the
procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 






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3. Contribution.


 


(a) Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed
action, suit or proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding),
the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without
requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have
against the Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly
liable with the Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final
release of all claims asserted against the Indemnitee.


 


(b) Without
diminishing or impairing the obligations of the Company set forth in the preceding subsection, if, for any reason, the Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall
contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable
by the Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company,
other than the Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and the Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than the Indemnitee
who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and the Indemnitee,
on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts,
as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and
all officers, directors or employees of the Company, other than the Indemnitee, who are jointly liable with the Indemnitee (or would be
if joined in such action, suit or proceeding), on the one hand, and the Indemnitee, on the other hand, shall be determined by reference
to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to
which their liability is primary or secondary and the degree to which their conduct is active or passive.


 


(c) The
Company hereby agrees to fully indemnify and hold the Indemnitee harmless from any claims of contribution which may be brought by officers,
directors, or employees of the Company, other than the Indemnitee, who may be jointly liable with the Indemnitee.


 






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(d) To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to the Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amount incurred by the Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all
of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and the Indemnitee as a
result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors,
officers, employees and agents) and the Indemnitee in connection with such event(s) and/or transaction(s).


 


4. Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is,
by reason of the Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding
to which the Indemnitee is not a party, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the
Indemnitee or on the Indemnitee’s behalf in connection therewith.


 


5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by
or on behalf of the Indemnitee in connection with any Proceeding by reason of the Indemnitee’s Corporate Status within thirty (30)
days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by the Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of the Indemnitee
to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.
Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for
the Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.
Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether the
Indemnitee is entitled to indemnification under this Agreement:


 


(a) To
obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that the Indemnitee has requested indemnification. Notwithstanding the foregoing, any
failure of the Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve
the Company of any liability that it may have to the Indemnitee unless, and to the extent that, such failure actually and materially prejudices
the interests of the Company.


 






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(b) Upon
written request by the Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with
respect to the Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall
be at the election of the Board (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee
of Disinterested Directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there
are no Disinterested Directors or if the Disinterested Directors so direct, by independent legal counsel in a written opinion to the Board,
a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.


 


(c) If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent
Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. The Indemnitee
may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection
shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty
(20) days after submission by the Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State
of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the
Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or
by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses
of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the
Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in
which such Independent Counsel was selected or appointed.


 


(d) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that the Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall
have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including
by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.


 






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(e) The
Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action is based on the records or books of account of
the Enterprise (as hereinafter defined), including financial statements, or on information supplied to the Indemnitee by the officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given
or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the
Enterprise shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether
or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that the Indemnitee has at
all times acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


(f) If
the person, persons or entity empowered or selected under Section 6 to determine whether the Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification absent
(i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that
the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made
by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company
of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination
to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and
such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for
the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and
such determination is made thereat.


 


(g) The
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith
in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses
(including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making
such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 






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(h) The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which the Indemnitee is a party is
resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim
or proceeding with or without payment of money or other consideration) it shall be presumed that the Indemnitee has been successful on
the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion by clear and convincing evidence.


 


(i) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.


 


7. Remedies
of Indemnitee.


 


(a) In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that the Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days
after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a
determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant
to Section 6 of this Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware,
or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to such indemnification. The Indemnitee shall commence
such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which the Indemnitee first has the
right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose the Indemnitee’s right to seek
any such adjudication.


 


(b) In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that the Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo
trial on the merits, and the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c) If
a determination shall have been made pursuant to Section 6(b) of this Agreement that the Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 






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(d) In
the event that the Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of the Indemnitee’s rights under,
or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by the Indemnitee in
such judicial adjudication, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of expenses or insurance recovery.


 


(e) The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law,
such expenses to Indemnitee, which are incurred by the Indemnitee in connection with any action brought by the Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of Expenses or insurance recovery, as the case may be.


 


(f) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required
to be made prior to the final disposition of the Proceeding.


 


8. Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The
rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may
at any time be entitled under applicable law, the Company’s certificate of incorporation or bylaws, any agreement, a vote of stockholders,
a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in the Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be afforded currently under the Company’s certificate
of incorporation, bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.


 






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(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person serves at the request of the Company, the Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’
and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.


 


(c) In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d) The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent
that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e) The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9. Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under
this Agreement to make any indemnity in connection with any claim made against the Indemnitee:


 


(a) for
which payment has actually been made to or on behalf of the Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;


 


(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common
law; or


 


(c) in
connection with any Proceeding (or any part of any Proceeding) initiated by the Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by the Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the
Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 






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10. Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee
is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as the Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of the Indemnitee’s Corporate
Status, whether or not the Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal
representatives.


 


11. Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to
the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


 


12. Enforcement.


 


(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce the Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that the Indemnitee is relying
upon this Agreement in serving as an officer or director of the Company.


 


(b) This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The
Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the
Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13. Definitions.
For purposes of this Agreement:


 


(a) “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving
at the express written request of the Company.


 


(b) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 






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(c) “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee
is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


(d) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating,
or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.
Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by the Indemnitee or the amount of judgments or fines against Indemnitee.


 


(e) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such
party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


(f) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise
and whether civil, criminal, administrative or investigative, in which the Indemnitee was, is or will be involved as a party or otherwise,
by reason of the Indemnitee’s Corporate Status, by reason of any action taken by the Indemnitee or of any inaction on the part of
the Indemnitee while acting in the Indemnitee’s Corporate Status; in each case whether or not the Indemnitee is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement;
including one pending on or before the date of this Agreement, but excluding one initiated by the Indemnitee pursuant to Section 7
of this Agreement to enforce the Indemnitee’s rights under this Agreement.


 


14. Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Further, the invalidity or unenforceability of any provision hereof as to either the Indemnitee or Appointing Stockholder shall in no
way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this
Agreement is intended to confer upon the Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted
by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent
with the aforementioned intent, to the extent necessary to resolve such conflict.


 






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15. Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16. Notice
By Indemnitee. The Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be
subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which
it may have to the Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices
the Company.


 


17. Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
(a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the addresses specified
on the signature page hereto, or to such other address as may have been furnished to the Company by Indemnitee, or, if to the Company,
to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.


 


18. Counterparts.
This Agreement 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 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.


 


19. Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


20. Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and the
Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state
or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection
to the laying of venue of any such action or proceeding in the Delaware Court, and (d) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF, the parties
hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	1847 Goedeker Inc.
	 	 
	 	By:	/s/ Albert Fouerti
	 	Name: 	Albert Fouerti
	 	Title:	Chief Executive Officer
	 	 
	 	INDEMNITEE:
	 	 
	 	/s/  G. Alan Shaw
	 	G. Alan Shaw
	 	 
	 	Address: