UNDERWRITING AGREEMENT between and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2020 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores • New York
The undersigned, 1847 Goedeker Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Representative’s Warrant AgreementS Warrant Agreement • August 5th, 2020 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 26, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on July 30, 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from 1847 Goedeker Inc., a Delaware corporation (the “Company”), up to _____ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
