Exhibit 10.28


 


INDEMNIFICATION
AGREEMENT


 


INDEMNIFICATION
AGREEMENT (this “Agreement”), dated _____________, 2020, 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:	            
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	 
	 	Name: 	 



 


	 	Address: