1847 Goedeker Inc. entered into an asset purchase agreement to acquire Substantially All of the Assets of Goedeker Television Co., Inc. for $6.2 million.

1847 Goedeker Inc. entered into an asset purchase agreement to acquire Substantially All of the Assets of Goedeker Television Co., Inc. for $6.2 million on January 18, 2019. The aggregate purchase price for the Business being acquired is $6.2 million consisting of: $1.5 million in cash, subject to adjustment; the issuance of a promissory note in the principal amount of $4.1 million; and up to $0.6 million in earn out payments. As additional consideration, 1847 Holdings agreed to issue to each of the stockholders a number of shares of its common stock equal to 11.25% of the issued and outstanding stock of 1847 Holdings, a wholly-owned subsidiary of 1847 Holdings, as of the closing date (22.5% in the aggregate). The closing of the Purchase Agreement is subject to customary closing conditions, including, without limitation, the completion of accounting and legal due diligence investigations; the receipt of all authorizations, consents and approvals of all governmental authorities or agencies; and the receipt of any required consents of any third parties; and the release of any security interests. In addition, the 1847 Holdings shall have obtained all of the financing it needs in order to complete the acquisition and fund the working capital requirements of the business after the closing, including the senior debt; the working capital of the business shall be at least equal to a mutually agreed upon target amount, including a reserve for advertising and marketing expenses that it consistent with past practice. On April 5, 2019, 1847 Goedeker, as borrower, and 1847 Holdco entered into a Loan and Security Agreement (the Revolving Loan Agreement) with Burnley Capital LLC (Burnley) for revolving loans in an aggregate principal amount that will not exceed the lesser of (i) the Borrowing Base or (ii) $1,500,000 (provided that such amount may be increased to $3,000,000 in Burnleys sole discretion) (the Revolving Loan Amount) minus reserves established Burnley at any time (the Reserves) in accordance with the Revolving Loan Agreement (the Revolving Loan). 1847 Holdings shall have entered into an employment agreement with Michael Goedeker that is in form and substance satisfactory to 1847 Holdings and Michael Goedeker; and 1847 Holdings shall have entered into a lease for Goedeker Television’s current operating premises with the landlord of such premises, which lease shall be in form and substance satisfactory to 1847 Holdings.