REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2022 • Aterian, Inc. • Electric housewares & fans
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 1, 2022, between Aterian, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ATERIAN, INC.Aterian, Inc. • March 4th, 2022 • Electric housewares & fans
THIS COMMON STOCK PURCHASE WARRANT (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 September __, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September __, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aterian, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATERIAN, INC.Aterian, Inc. • March 4th, 2022 • Electric housewares & fans
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full the “Termination Date”) but not thereafter, to subscribe for and purchase from Aterian, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
MOHAWK GROUP HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt SecuritiesIndenture • July 1st, 2020 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
INDENTURE, dated as of , 20 , by and between Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2022 • Aterian, Inc. • Electric housewares & fans • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2022, between Aterian, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 2, 2021, is by and among Mohawk Group Holdings, Inc., a Delaware corporation with offices located at 37 East 18th Street, 7th Floor, New York, NY 10003 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
MOHAWK GROUP HOLDINGS, INC. UNDERWRITING AGREEMENT 3,833,333 Shares of Common StockUnderwriting Agreement • June 6th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”, or each, an “Underwriter”), for whom Roth Capital Partners, LLC (“Roth”) and A.G.P./Alliance Global Partners are acting as the representative (each, a “Representative” and together, the “Representatives”) an aggregate of 3,333,333 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional 500,000 shares of Common Stock (the “Option Shares”). Additionally, the Company proposes to issue to the Underwriters, upon the terms and conditions set forth herein, the Underwriter Warrants (as defined below) to purchase up to an aggregate of 47,917 shares of Common Stock. The Firm Shares and
COMMON STOCK PURCHASE WARRANT ATERIAN, INC.Common Stock Purchase • October 4th, 2022 • Aterian, Inc. • Electric housewares & fans
THIS COMMON STOCK PURCHASE WARRANT (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 _________, 20__ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aterian, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
Aterian, Inc.Aterian, Inc. • June 16th, 2021 • Electric housewares & fans • New York
CREDIT AND SECURITY AGREEMENT dated as of December 22, 2021 by and among ATERIAN, INC. and ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, each as a Borrower, and collectively as Borrowers, and MIDCAP FUNDING IV TRUST, as Agent and as a Lender, and...Credit and Security Agreement • December 27th, 2021 • Aterian, Inc. • Electric housewares & fans • New York
This CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of December 22, 2021 by and among ATERIAN, INC., a Delaware corporation (“Aterian Holdco”), ATERIAN GROUP, INC., a Delaware corporation (“Aterian”), certain subsidiaries of Aterian Holdco set forth on Annex B hereto and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with Aterian Holdco, Aterian and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
MOHAWK GROUP HOLDINGS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 31st, 2020 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
ContractMohawk Group Holdings, Inc. • May 10th, 2019 • Electric housewares & fans • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
MOHAWK GROUP HOLDINGS, INC. UNDERWRITING AGREEMENT 3,357,140 Shares of Common StockUnderwriting Agreement • August 25th, 2020 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter named in Schedule I hereto (the “Underwriter”), an aggregate of 3,357,140 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth herein, up to an additional 503,571 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are collectively referred to as the “Shares.”
CONSULTING AGREEMENTConsulting Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • New York
This Consulting Agreement (this “Agreement”) is entered into by and between Aterian Group, Inc. (“Service Recipient”), and Bernie Kropfelder (referred to herein as “Consultant”) dated effective as of May 5, 2021 (the “Effective Date”).
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • April 17th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Connecticut
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
This Consulting Agreement (this “Agreement”) is entered into by and between Mohawk Group, Inc. (“Service Recipient”), and Quinn P. McCullough (referred to herein as “Consultant”) dated as of February 2, 2021 (the “Effective Date”).
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
This VOTING AND STANDSTILL AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 9.3, this “Agreement”) is made and entered into effective as of May 5, 2021 by and between Aterian, Inc., a Delaware corporation (the “Company”), and Squatty Potty, LLC, a Delaware limited liability company (the “Stockholder”).
ASSET PURCHASE AGREEMENT among ATERIAN, INC. and TRUWEO, LLC as Purchaser and SQUATTY POTTY, LLC as Seller and EDWARDS SP HOLDINGS, LLC, TEAM LINDSEY, LLC, SLEKT INVESTMENTS, LLC, SACHS CAPITAL FUND II, LLC, SACHS CAPITAL-SQUATTY, LLC AND BEVEL...Asset Purchase Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
This ASSET PURCHASE AGREEMENT (as may be amended, restated, supplemented or otherwise modified in accordance with Section 8.6, this “Agreement”), dated effective as of May 5, 2021, is among (i) Aterian, Inc., a Delaware corporation (“Parent”), and Truweo, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Acquisition Sub” and together with Parent, “Purchaser”), and (ii) Squatty Potty, LLC, a Delaware limited liability company (“Seller”), and (iii) solely for the purposes of Section 5.7, Section 5.8, Section 5.11, Section 5.13 and Article VII, Edwards SP Holdings, LLC, Team Lindsey, LLC, SLEKT Investments, LLC, Sachs Capital Fund II, LLC, Sachs Capital-Squatty, LLC and Bevel Acquisition II, LLC (collectively, the “Key Owners”).
OMNIBUS CONSENT, JOINDER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 2nd, 2018 • Mohawk Group Holdings, Inc. • Services-computer processing & data preparation • Maryland
This OMNIBUS CONSENT, JOINDER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 4th day of September, 2018, by and among MOHAWK GROUP, INC., a Delaware corporation (“Mohawk”) and each of its direct and indirect subsidiaries set forth on the signature pages hereto (each being referred to herein individually as an “Original Borrower”, and collectively as “Original Borrowers”), MOHAWK GROUP HOLDINGS, INC., a Delaware corporation (“New Borrower”, and New Borrower, together with the Original Borrowers, the “Borrowers”), MIDCAP FUNDING X TRUST, as successor to MidCap Financial Trust (as Agent for Lenders, in such capacity and together with its permitted successors and assigns, “Agent”), MIDCAP FUNDING V TRUST and MIDCAP FUNDING X TRUST, each individually as a Lender, and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 24th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Maryland
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 13th day of May, 2019, by and among MOHAWK GROUP HOLDINGS, INC., a Delaware corporation (“Mohawk Holdco”), MOHAWK GROUP, INC., a Delaware corporation (“Mohawk”), certain subsidiaries of Mohawk set forth on the signature pages hereto (each being referred to herein individually as a “Borrower”, and together with Mohawk Holdco and Mohawk, collectively as the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as agent (in such capacity and together with its permitted successors and assigns, the “Agent”), and the Lenders party hereto constituting the Required Lenders.
SHAREHOLDER AGREEMENTShareholder Agreement • May 11th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
THIS SHAREHOLDER AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 10.3, this “Agreement”) is made and entered into as of May 5, 2021 by and between Aterian, Inc., a Delaware corporation (the “Company”), and Ran Nir (the “Stockholder”).
MOHAWK GROUP, INC. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 17th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans
This Independent Contractor Agreement (this “Agreement”) is made and entered into as of July 1st, 2017 (“Effective Date”) between Mohawk Group, Inc., a Delaware corporation (“Company”), and Fabrice Hamaide (“Contractor”). In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
ContractAterian, Inc. • December 27th, 2021 • Electric housewares & fans • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LOCK-UP AGREEMENTLock-Up Agreement • August 9th, 2021 • Aterian, Inc. • Electric housewares & fans • Delaware
This Lock-Up Agreement (as amended, restated, supplemented or otherwise modified in accordance with Section 10.3, this “Agreement”) is made and entered into as of May 31, 2021 by and between Aterian, Inc., a Delaware corporation (the “Company”), and Asher Delug (the “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 6, 2018, among Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons and entities identified on Schedule 2 hereto holding Merger Shares and the persons and entities identified on Schedule 3 hereto holding Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
Omnibus Limited Consent, JOINDER AND Amendment No. 4 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND AMENDMENT NO. 3 TO PLEDGE AGREEMENTCredit and Security Agreement • November 5th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Maryland
This OMNIBUS LIMITED CONSENT, JOINDER AND Amendment No. 4 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND AMENDMENT NO. 3 TO PLEDGE AGREEMENT (this “Agreement”) is made as of this 10th day of September, 2019, by and among MOHAWK GROUP Holdings, INC., a Delaware corporation ("Mohawk Holdco"), MOHAWK GROUP, INC., a Delaware corporation (“Mohawk”), each of Mohawk’s direct and indirect subsidiaries set forth on the signature pages hereto (each being referred to herein individually as an “Original Borrower”, and collectively as “Original Borrowers”), AUSSIE HEALTH CO, LLC, a Delaware limited liability company (“New Borrower”, and New Borrower, together with the Original Borrowers, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as agent (in such capacity and together with its permitted successors and assigns, the “Agent”), and the Lenders party hereto constituting the Required Lenders.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • July 27th, 2023 • Aterian, Inc. • Electric housewares & fans • New York
This Separation Agreement and Release (“Agreement”) is made by and between Yaniv Sarig (“Employee”) and Aterian, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • February 9th, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans
This AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is made and entered into as of February 8, 2021, by and among Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), and High Trail Investments ON LLC (the “Holder”).
RESTATED VOTING AGREEMENTRestated Voting Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Delaware
This RESTATED VOTING AGREEMENT (this “Agreement”) is entered into as of March 13, 2019, by and among MV II, LLC, Maximus Yaney, an individual, and Larisa Storozhenko, an individual (each, a “Stockholder” and, collectively, the “Stockholders”), Mohawk Group Holdings, Inc. (the “Company”), and, solely with respect to Section 5.6 of this Agreement, Asher Delug, an individual.
April 8, 2021 High Trail Investments SA LLC High Trail Investments ON LLCMohawk Group Holdings, Inc. • April 9th, 2021 • Electric housewares & fans
ContractMohawk Group Holdings, Inc. • December 1st, 2020 • Electric housewares & fans • Delaware
ALL INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE IS SUBORDINATE TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 1, 2020 (THE “SUBORDINATION AGREEMENT”), AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, BY AND AMONG THE LENDERS (AS DEFINED BELOW), THE BORROWER (AS DEFINED BELOW) AND MIDCAP FUNDING IV TRUST, A DELAWARE STATUTORY TRUST (TOGETHER WITH ITS PERMITTED SUCCESSORS AND ASSIGNS), AS ADMINISTRATIVE AGENT FOR THE SENIOR LENDERS (AS DEFINED IN THE SUBORDINATION AGREEMENT) FROM TIME TO TIME PARTY TO THE SENIOR LOAN AGREEMENT (AS DEFINED IN THE SUBORDINATION AGREEMENT), AND THE LENDERS, BY THEIR ACCEPTANCE HEREOF, ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
FIRST AMENDMENT TO SENIOR SECURED NOTE DUE 2023Senior Secured Note Due 2023 • February 9th, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans
This FIRST AMENDMENT TO SENIOR SECURED NOTE DUE 2023 (this “Amendment”) is made and entered into as of February 8, 2021, by and between Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), and High Trail Investments ON LLC (the “Holder”).
Re: Agreement re Failure to Comply with EBITDA CovenantAterian, Inc. • August 10th, 2021 • Electric housewares & fans
Reference is made to that certain Senior Secured Note due 2024 (Certificate No. A-5) issued on April 8, 2021 by Aterian, Inc. (formerly known as Mohawk Group Holdings, Inc.) (the “Company”) to High Trail Investments ON LLC (“High Trail ON”) (the “Note”). Capitalized terms used but not defined herein shall have the meaning given to them by the Note.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Delaware
This TRANSITION SERVICES AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 13.05, this “Agreement”), dated as of February 2, 2021 (the “Effective Date”), is made and entered into between Healing Solutions, LLC, a Delaware limited liability company (“Service Provider” or “Seller”), and Truweo, LLC, a Delaware limited liability company (and each of its subsidiaries, “Recipient”) (each of Service Provider and Recipient, a “Party” and, together, the “Parties”). All capitalized terms used herein but not defined in Article I hereof shall have the meaning assigned to them in the Asset Purchase Agreement (as defined below).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MOHAWK GROUP HOLDINGS, INC.Letter Agreement • November 9th, 2020 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
This Warrant (this “Warrant”) is issued to Third Creek Advisors, LLC, or its registered assigns (including any successors or permitted assigns, the “Warrantholder”), in connection with that certain letter agreement (the “Letter Agreement”) dated August 18, 2020, by and between MOHAWK GROUP, INC., a Delaware corporation and wholly owned subsidiary of MOHAWK GROUP HOLDINGS, INC. (the “Company”), and Third Creek Advisors, LLC.
