Exhibit 10.2


 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT,
dated as of March 19, 2021 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions
hereof, this “Agreement”), made by and between 1847 GOEDEKER, INC., a Delaware corporation (the “Grantor”),
in favor of SILAC INSURANCE COMPANY, as collateral agent for the Noteholders of the Promissory Notes of the Company referred to
below (the “Secured Party”).


 


WHEREAS, Grantor
has issued its 10% OID Senior Secured Promissory Notes due December 19, 2021 (as amended, and together with any promissory note(s)
issued in exchange for or upon the transfer thereof, the “Notes”) pursuant to the Securities Purchase Agreement
dated as of March 19, 2021 (the “Purchase Agreement”) between the Company and the purchasers of the Notes that
are parties thereto (each a “Noteholder” and collectively, the “Noteholders”); and


 


WHEREAS, it
is a condition precedent to the purchase of the Note by the Noteholders that the Grantor execute and deliver this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. Definitions.


 


(a) Unless
otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.


 


(b) Unless
otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However,
if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified
in Article 9.


 


(c) For
purposes of this Agreement, the following terms shall have the following meanings:


 


“Collateral” has
the meaning set forth in Section ‎2.


 


“Event of Default” means
the occurrence of any of the following events:


 


(a) the
occurrence of an Event of Default under, and as defined in, the Note;


 


(b) any
representation or warranty of Grantor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c) the
failure by Grantor to observe or perform any of its obligations hereunder for five (5) days after delivery to Grantor of notice
of such failure by or on behalf of the Secured Party; or


 


(d) if
any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by Grantor, or a proceeding shall be commenced by Grantor, or by any governmental authority having jurisdiction
over Grantor, seeking to establish the invalidity or unenforceability thereof, or Grantor shall deny that Grantor has any liability
or obligation purported to be created under this Agreement.


 






     


     


    

 


“First Priority” means,
with respect to any lien and security interest purported to be created in any Collateral pursuant to this Agreement, such lien
and security interest is the most senior lien to which such Collateral is subject.


 


“Proceeds” means
“proceeds” as such term is defined in section 9-102 of the UCC and, in any event, shall include, without limitation,
all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.


 


“Secured Obligations” has
the meaning set forth in Section ‎3.


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other state govern
the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial
Code as in effect from time to time in such state.


 


2. Grant
of Security Interest. The Grantor hereby pledges and grants to the Secured Party, and hereby creates a continuing First Priority
lien and security interest in favor of the Secured Party, in and to all of its right, title and interest in and to the following,
wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):


 


(a) the
properties, assets, and rights of the Grantor described in Attachment 1 hereto, wherever located, whether the Grantor now
has or hereafter acquires an ownership or other interest or power to transfer; and


 


(b) all
Proceeds and products of each of the foregoing, all books and records relating to the foregoing, all supporting obligations related
thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing,
and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Grantor from time to time with respect
to any of the foregoing, whether now or hereafter arising.


 


3. Secured
Obligations. The Collateral secures the due and prompt payment and performance of:


 


(a) the
obligations of the Grantor from time to time arising under the Notes, this Agreement or otherwise with respect to the due and prompt
payment of (i) the principal of and premium, if any, interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and Mandatory
Default Amount (as defined in the Notes), if any, on the Notes when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys’
fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary, secondary,
direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding), of the Grantor under or in respect of the Notes and this Agreement; and


 


(b) all
other covenants, duties, debts, obligations and liabilities of any kind of the Grantor under or in respect of the Notes, this Agreement
or any other document made, delivered or given in connection with any of the foregoing, in each case whether evidenced by a note
or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from
an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary,
secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise
(all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth in Section ‎3 being
herein collectively called the “Secured Obligations”).


 






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4. Perfection
of Security Interest and Further Assurances.


 


(a) The
Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions
as may be requested by the Secured Party or any Noteholder to perfect the security interest of the Secured Party in the Collateral,
including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections
8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable, the Grantor shall promptly take all actions as may be requested
from time to time by the Secured Party or any Noteholder so that control of such Collateral is obtained and at all times held by
the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor.


 


(b) The
Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction
any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable
jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation
statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest
granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing
statement describing the Collateral as all assets now owned or hereafter acquired by the Grantor, or words of similar effect. The
Grantor agrees to provide all information required by the Secured Party or any Noteholder pursuant to this Section promptly to
the Secured Party or such Noteholder, as the case may be, upon request.


 


(c) If
the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable
documents or warehouse receipts relating to the Collateral, the Grantor shall promptly endorse, assign and deliver the same to
the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from
time to time specify.


 


(d) The
Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver
all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary
or desirable, or that the Secured Party or any Noteholder may reasonably request, in order to create and/or maintain the validity,
perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured
Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.


 


5. Representations
and Warranties. The Grantor represents and warrants as follows:


 


(a) It
has previously delivered to the Secured Party and each Noteholder a certificate signed by the Grantor and entitled “Perfection
Certificate” (“Perfection Certificate”), and that: (i) the Grantor’s exact legal name is that indicated
on the Perfection Certificate and on the signature page hereof, (ii) the Grantor is an organization of the type, and is organized
in the jurisdiction, set forth in the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth, the Grantor’s
place of business (or, if more than one, its chief executive office), (iv) all other information set forth on the Perfection Certificate
relating to the Grantor is accurate and complete and (v) there has been no change in any such information since the date on which
the Perfection Certificate was signed by the Grantor.


 






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(b) All
information set forth on the Perfection Certificate relating to the Collateral is accurate and complete and there has been no change
in any such information since the date on which the Perfection Certificate was signed by the Grantor.


 


(c) The
Collateral consisting of securities (if any) have been duly authorized and validly issued, and are fully paid and non-assessable
and subject to no options to purchase or similar rights. None of the Collateral constitutes, or is the proceeds of, (i) farm products,
(ii) as-extracted collateral, (iii) manufactured homes, (iv) health-care-insurance receivables, (v) timber to be cut, (vi) aircraft,
aircraft engines, satellites, ships or railroad rolling stock. None of the account debtors or other persons obligated on any of
the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute
or rule in respect of such Collateral. The Grantor has at all times operated its business in compliance with all applicable provisions
of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and
ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.


 


(d) At
the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Grantor will be the sole,
direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right
of others except for the security interest created by this Agreement and the security interest set forth on Schedule 4.17 of the
Purchase Agreement.


 


(e) The
pledge of the Collateral pursuant to this Agreement creates a valid and perfected First Priority security interest in the Collateral
(other than the Collateral listed on Schedule 4.17 upon which the Secured Party has a second priority security interest), securing
the payment and performance when due of the Secured Obligations.


 


(f) Grantor
has full power, authority and legal right to issue the Note and to pledge the Collateral pursuant to this Agreement.


 


(g) This
Agreement has been duly authorized, executed and delivered by the Grantor and constitutes a legal, valid and binding obligation
of the Grantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement
is sought in equity or at law).


 


(h) No
authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is
required for the issuing of the Notes by the Grantor and the pledge by the Grantor of the Collateral pursuant to this Agreement
or for the execution and delivery of this Agreement by the Grantor or the performance by the Grantor of its obligations thereunder.


 


(i) The
execution and delivery of this Agreement by the Grantor and the performance by the Grantor of its obligations hereunder, will not
violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator
or governmental authority, domestic or foreign, applicable to the Grantor or any of its property, or the organizational or governing
documents of the Grantor or any agreement or instrument to which the Grantor is party or by which it or its property is bound.


 


(j) The
Grantor has taken all action required on its part for control (as defined in sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the
UCC, as applicable) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained
pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral.


 






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6. Voting,
Distributions and Receivables.


 


(a) The
Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Grantor may, to the extent the
Grantor has such right as a holder of the Collateral consisting of securities, other Equity Interests or indebtedness owed by any
obligor, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, any such vote, consent,
ratification or waiver could detract from the value thereof as Collateral or which could be inconsistent with or result in any
violation of any provision of the Notes or this Agreement.


 


(b) If
any Event of Default shall have occurred and be continuing, the Secured Party may, or at the request and option of the Secured
Party the Grantor shall, notify account debtors and other persons obligated on any of the Collateral of the security interest of
the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is
to be made directly to the Secured Party.


 


7. Covenants.
The Grantor covenants as follows:


 


(a) The
Grantor will not, without providing at least 30 days’ prior written notice to the Secured Party and each Noteholder, change
its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive
office or its principal place of business or its organizational identification number. The Grantor will, prior to any change described
in the preceding sentence, take all actions reasonably requested by the Secured Party to maintain the perfection and priority of
the Secured Party’s security interest in the Collateral.


 


(b) The
Collateral, to the extent not delivered to the Secured Party pursuant to Section ‎4, will be kept at those locations
listed on the Perfection Certificate and the Grantor will not remove the Collateral from such locations without providing at least
30 days’ prior written notice to the Secured Party and each Noteholder. The Grantor will, prior to any change described in
the preceding sentence, take all actions reasonably required by the Secured Party to maintain the perfection and priority of the
Secured Party’s security interest in the Collateral.


 


(c) The
Grantor shall, at its own cost and expense, defend title to the Collateral and the First Priority lien and security interest of
the Secured Party therein against the claim of any person claiming against or through the Grantor and shall maintain and preserve
such perfected First Priority security interest for so long as this Agreement shall remain in effect.


 


(d) The
Grantor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict,
or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance
or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein.


 


(e) The
Grantor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance
thereon. The Grantor will permit the Secured Party or any Noteholder, or its designee, to inspect the Collateral at any reasonable
time, wherever located.


 


(f) The
Grantor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in
connection with the use or operation of the Collateral or incurred in connection with this Agreement.


 


(g) The
Grantor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards
Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances.


 






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8. Secured
Party Appointed Attorney-in-Fact. The Grantor hereby appoints the Secured Party the Grantor’s attorney-in-fact, with
full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time during the
continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which
the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement (but the Secured Party shall not
be obligated to and shall have no liability to the Grantor or any third party for failure to do so or take action). This appointment,
being coupled with an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof.


 


9. Secured
Party May Perform. If the Grantor fails to perform any obligation contained in this Agreement, the Secured Party may itself
perform, or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall
be payable by the Grantor; provided that the Secured Party shall not be required to perform or discharge any obligation
of the Grantor.


 


10. Reasonable
Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise
of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords
its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or taking action
with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement
relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have
knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral.
Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve
the Grantor from the performance of any obligation on the Grantor’s part to be performed or observed in respect of any of
the Collateral.


 


11. Remedies
Upon Default.


 


(a) If
any Event of Default shall have occurred and be continuing, the Secured Party, without any other notice to or demand upon the Grantor,
may assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the
right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose
of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under
applicable law, written notice mailed to the Grantor at its notice address as provided in Section ‎15 hereof
ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner
shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell
such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming
any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law.
Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially
reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. To
the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Secured Party
arising out of the exercise by it of any rights hereunder. The Grantor hereby waives and releases to the fullest extent permitted
by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights,
if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless
prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so
sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure
to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take
any action whatsoever with regard thereto. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral
for sale.


 






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(b) If
any Event of Default shall have occurred and be continuing, all rights of the Grantor to exercise the voting and other consensual
rights it would otherwise be entitled to exercise pursuant to Section ‎6(a) shall immediately cease, and
all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and
other consensual rights and receive and hold such dividends and other distributions as Collateral.


 


(c) If
any Event of Default shall have occurred and be continuing, any cash held by the Secured Party as Collateral and all cash Proceeds
received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral
shall be applied in whole or in part by the Secured Party to the payment of expenses incurred by the Secured Party in connection
with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be
applied or set off against all or any part of the Secured Obligations in such order as the Secured Party, acting at the direction
of the Noteholders, shall elect. Any surplus of such cash or cash Proceeds held by the Secured Party and remaining after payment
in full of all the Secured Obligations shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such
surplus. The Grantor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization
of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the
Secured Party to collect such deficiency.


 


(d) If
the Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Grantor
agrees that, upon request of the Secured Party, the Grantor will, at its own expense, do or cause to be done all such acts and
things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable
law.


 


12. No
Waiver and Cumulative Remedies. The Secured Party shall not by any act (except by a written instrument pursuant to Section
‎14), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of
any rights or remedies provided by law.


 


13. Security
Interest Absolute. The Grantor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans
made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices
of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of
the Grantor hereunder, shall be absolute and unconditional irrespective of:


 


(a) any
illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;


 


(b) any
change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver,
amendment or other modification of the Note or this Agreement or any other agreement, including any increase in the Secured Obligations
resulting from any extension of additional credit or otherwise;


 


(c) any
taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking,
release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;


 


(d) any
manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part
of the Secured Obligations;


 


(e) any
default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;


 


(f) any
defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted
by, the Grantor against the Secured Party; or


 


(g) any
other circumstance (including, without limitation, any statute of limitations) or manner of administering the Note or any existence
of or reliance on any representation by the Secured Party that might vary the risk of the Grantor or otherwise operate as a defense
available to, or a legal or equitable discharge of, the Grantor or any other grantor, guarantor or surety.


 






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14. Amendments.
None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent
to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party,
acting at the direction of the Noteholders, and the Grantor, and then such amendment, modification, supplement, waiver or consent
shall be effective only in the specific instance and for the specific purpose for which made or given.


 


15. Addresses
For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in
the manner and become effective as set forth in the Purchase Agreement, and addressed to the respective parties at their addresses
as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in
a written notice to each other party.


 


16. Continuing
Security Interest; Further Actions. This Agreement shall create a continuing First Priority lien and security interest in the
Collateral and shall (a) subject to Section ‎17, remain in full force and effect until payment and performance
in full of the Secured Obligations, (b) be binding upon the Grantor, its successors and assigns, and (c) inure to the benefit of
the Secured Party and its successors, transferees and assigns; provided that the Grantor may not assign or otherwise transfer
any of its rights or obligations under this Agreement without the prior written consent of the Secured Party, given at the direction
of the Noteholders. Without limiting the generality of the foregoing clause (c), any assignee of the Secured Party’s interests
in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment in accordance with the
Note and other transaction documents, become vested with all the benefits granted to the Secured Party herein with respect to such
Secured Obligations.


 


17. Termination;
Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Party will, at the
request and sole expense of the Grantor, (a) duly assign, transfer and deliver to or at the direction of the Grantor (without recourse
and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together
with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Grantor a proper instrument
or instruments acknowledging the satisfaction and termination of this Agreement.


 


18. Governing
Law; Jurisdiction; Jury Trial. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or
tort or otherwise) based upon, arising out of or relating to this and the transactions contemplated hereby shall be governed by,
and construed in accordance with, the laws of the State of New York. Grantor hereby irrevocably and unconditionally (i) agrees
that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the State
of New York or of the United States of America for the Southern District of New York and (ii) submits to the jurisdiction of any
such court in any such action, suit or proceeding. Final judgment against the Grantor in any action, suit or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment. GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING
TO THIS AGREEMENT OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY.


 


19. Counterparts.
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf”
or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement
constitutes the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements
and understandings, oral or written, with respect thereto.


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	1847 GOEDEKER INC., as Grantor
	 	 
	 	By:	/s/ Douglas T. Moore
	 	Name:	Douglas T. Moore
	 	Title:  	Chief Executive Officer
	 	 
	 	Address for Notices:
	 	 
	 	13850 Manchester Rd.
	 	Ballwin, MO 63011
	 	 
	 	SILAC INSURANCE COMPANY, as Secured Party
	 	 
	 	By:	/s/ Andrew Bonita
	 	Name:   	Andrew Bonita
	 	Title:   	Authorized Signatory of
	 	 	Antarctica Investment Advisors, LLC, as attorney-in-fact for SILAC
	 	 	Insurance Company   
	 	 
	 	Address for Notices:
	 	 
	 	c/o Antarctica Investment Advisors, LLC
	 	630 Fifth Avenue, 20th Floor,
	 	New York, N.Y. 10111



 






     


     


    

 


ATTACHMENT 1


 


All right, title, interest, claims and demands of the Company
in and to the following property:


 


		1.	All Accounts;



 


		2.	All Chattel Paper;



 


		3.	All Deposit Accounts and cash;



 


		4.	All Documents;



 


		5.	All General Intangibles;



 


		6.	All Goods;



 


		7.	All Instruments;



 


		8.	All Intellectual Property;



 


		9.	All Inventory;



 


		10.	All Investment Property;



 


		11.	All Unencumbered Equipment; and



 


		12.	All Letter-of-Credit Rights.



 


To the extent not otherwise included, all
Proceeds and products of any and all of the foregoing, and all accessions to, substitutions and replacements for, and rents and
profits of each of the foregoing.


 


All capitalized terms used in this Attachment
1 and not otherwise defined herein, shall have the respective meanings given to such terms in the Uniform Commercial Code of
the State of New York as in effect from time to time.


 


The term “Intellectual Property”
means all intellectual and similar property of every kind and nature hereafter acquired or developed by the Company, including
inventions, designs, patents (whether registered or unregistered), copyrights (whether registered or unregistered), trademarks
(whether registered or unregistered), trade secrets, domain names, confidential or proprietary technical and business information,
know-how, methods, processes, drawings, specifications or other data or information and all memoranda, notes and records with respect
to any research and development, software and databases and all embodiments or fixations thereof whether in tangible or intangible
form or contained on magnetic media readable by machine together with all such magnetic media and related documentation, registrations
and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with,
any of the foregoing.