Exhibit 10.27


 





INDEPENDENT
DIRECTOR AGREEMENT


 


INDEPENDENT
DIRECTOR AGREEMENT (this “Agreement”), dated ____________, 2020, by and between 1847
Goedeker Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).


 


RECITALS


 


A. The
Company is filing a registration statement on Form S-1 relating to a firm commitment initial public offering of its securities
(the “IPO”).


 


B. The
current Board consists of three (3) members and the Board intends to appoint four (4) additional independent directors prior to
the closing of the IPO.


 


C. The
Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which
will include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on
the Board.


 


AGREEMENT


 


NOW
THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the Company and the Director hereby agree as follows:


 


1. Duties.
From and after the closing of the IPO, the Company requires that the Director be available to perform the duties of an independent
director customarily related to this function as may be determined and assigned by the Board and as may be required by the Company’s
constituent instruments, including its certificate of incorporation and bylaws, as amended, and its corporate governance and board
committee charters, each as amended or modified from time to time, and by applicable law, including the General Corporation Law
of the State of Delaware. The Director agrees to devote as much time as is necessary to perform completely the duties as a Director
of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be appointed.
The Director will perform such duties described herein in accordance with the general fiduciary duty of directors.


 


2. Term.
The term of this Agreement shall commence as of the date of the closing of the IPO, which shall be the date of the Director’s
appointment by the board of directors of the Company, and shall continue until the Director’s removal or resignation. In
addition to a termination of this Agreement pursuant to Section 8, the Company shall have the right to terminate this Agreement
upon written notice to the Director at any time without liability prior to the closing of the IPO.


 


3. Compensation.
Following the closing of the IPO and the commencement of the term of this Agreement, for all services to be rendered by the Director
in any capacity hereunder, the Company agrees to compensate the Director a fee of $35,000 per year in cash (the “Annual
Fee”), which Annual Fee shall be paid to the Director in four equal installments no later than the fifth business day
of each calendar quarter commencing in the first quarter following the closing of the IPO. The Director shall be responsible for
his or her own individual income tax payment on the Annual Fee in jurisdictions where the Director resides.


 






     


     


    

 


4. Independence.
The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination that he is “independent”
with respect to the Company, in accordance with the listing requirements of the Nasdaq and NYSE American stock exchanges, and
that his appointment may be terminated by the Company in the event that the Director does not maintain such independence standard.


 


5. Expenses.
The Company shall reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in connection
with the performance of the Director’s duties for the Company. Such reimbursement shall be made by the Company upon submission
by the Director of a signed statement itemizing the expenses incurred, which shall be accompanied by sufficient documentation
to support the expenditures.


 


6. Other
Agreements.


 


(a) Confidential
Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions and purposes
of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning
the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic
plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and
that the communication of such Confidential Information to third parties could irreparably injure the Company and its business.
Accordingly, the Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as
confidential and secret all Confidential Information received by him at any time and that, without the prior written consent of
the Company, he will not disclose or reveal any of the Confidential Information to any third party whatsoever or use the same
in any manner except in connection with the business of the Company and in any event in no way harmful to or competitive with
the Company or its business. For purposes of this Agreement, “Confidential Information” includes any information
not generally known to the public or recognized as confidential according to standard industry practice, any trade secrets, know-how,
development, manufacturing, marketing and distribution plans and information, inventions, formulas, methods or processes, whether
or not patented or patentable, pricing policies and records of the Company (and such other information normally understood to
be confidential or otherwise designated as such in writing by the Company), all of which the Director expressly acknowledges and
agrees shall be confidential and proprietary information belonging to the Company. Upon termination of his association with the
Company, the Director shall return to the Company all documents and papers relating to the Company, including any Confidential
Information, together with any copies thereof, or certify that he or she has destroyed all such documents and papers. Furthermore,
the Director recognizes that the Company has received and in the future will receive confidential or proprietary information from
third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases,
to use it only for certain limited purposes. The Director agrees that the Director owes the Company and such third parties, both
during the term of the Director’s association with the Company and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third
party, disclose it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless
expressly authorized to act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees that the
Director may have access to “material non-public information” for purposes of the federal securities laws (“Insider
Information”) and that the Director will abide by all securities laws relating to the handling of and acting upon such
Insider Information.


 



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(b) Disparaging
Statements. At all times during and after the period in which the Director is a member of the Board and at all times thereafter,
the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging statements
about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents, or
any of the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other
act prejudicial or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with
the business of the Company or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director
from complying with all obligations imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph
shall be deemed applicable to any testimony given by the Director in any legal or administrative proceedings.


 


(c) Enforcement.
The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration has been and
will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties hereto.
The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company and
its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for
which money damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director,
the Company and its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain
a proceeding to compel specific performance thereof or to obtain an injunction or other equitable relief restraining any action
by the Director in violation of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director
will not claim as a defense thereto that the Company has an adequate remedy at law or require the posting of a bond. If any of
the restrictions or activities contained in this Section 6 shall for any reason be held by a court of competent jurisdiction to
be excessively broad as to duration, geographical scope, activity or subject, such restrictions shall be construed so as thereafter
to be limited or reduced to be enforceable to the extent compatible with the applicable law; it being understood that by the execution
of this Agreement the parties hereto regard such restrictions as reasonable and compatible with their respective rights. The Director
acknowledges that injunctive relief may be granted immediately upon the commencement of any such action without notice to the
Director and in addition Company may recover monetary damages.


 


(d) Separate
Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent of the remainder
of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the Director
against the Company. The terms of this Section 6 shall survive termination of this Agreement.


 






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7. Market
Stand-Off Agreement. In the event of a public or private offering of the Company’s securities, including
in connection with the IPO, and upon request of the Company, the underwriters or placement agents placing the offering of the
Company’s securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company that the Director may own, other than those included in the registration,
without the prior written consent of the Company or such underwriters, as the case may be, for such period of time from the effective
date of such registration as may be requested by the Company or such placement agent or underwriter.


 


8. Termination.
With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written notice,
and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination.
Nothing contained herein or omitted herefrom shall prevent the stockholder(s) of the Company from removing the Director with immediate
effect at any time for any reason. For the avoidance of doubt, if the Company terminates this Agreement prior to the closing of
the IPO in accordance with Section 2 hereof, then the Company shall not have any liability whatsoever to the Director.


 


9. Indemnification.
The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Delaware,
and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement (including, without limitation,
the Indemnification Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action
in the Director’s official capacity and as to action in another capacity while holding such office. The Company and the
Director are executing an indemnification agreement in the form attached hereto as Exhibit A.


 


10. Effect
Of Waiver. The waiver by either party of the breach of any provision of this Agreement shall not operate as or
be construed as a waiver of any subsequent breach thereof.


 


11. Notice.
Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature
page hereto 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.


 


12. Governing
Law. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined
by, the laws of the State of Delaware without reference to that state’s conflicts of laws principles.


 


13. Assignment.
The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the
Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without
the prior written consent of the Company.


 


14. Miscellaneous.
If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such
invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and effect in the
same manner as if the invalid or illegal provision had not been contained herein. The article headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any
counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject
matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject
matter.


 


[Signature
Page Follows]


 









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IN
WITNESS WHEREOF, the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day
and year first above written.


 


	 	COMPANY:
	 	 	 
	 	1847 Goedeker Inc.
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 
	 	 	 
	 	DIRECTOR:
	 	 	 
	 	 
	 	Name:	 



 


		Address:	
	 		 
	 	 	 




 






     


     


    

 


EXHIBIT
A


 


Indemnification
Agreement


 


(See
Attached)