AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of November 23, 2018 by and among MOHAWK GROUP HOLDINGS, INC. and ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, each as a Borrower, and collectively as Borrowers, and MIDCAP FUNDING X...Credit and Security Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Maryland
This AMENDED AND RESTATED 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 November 23, 2018 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 Annex B hereto and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with Mohawk Holdco, Mohawk and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FUNDING X 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.
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.
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Maryland
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 29th day of March, 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.
ContractMohawk Group Holdings, Inc. • May 10th, 2019 • 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.
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.
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.
MOHAWK GROUP, INC. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans
This Independent Contractor Agreement (this “Agreement”) is made and entered into as of August 14th 2017 (“Effective Date”) between Mohawk Group, Inc., a Delaware corporation (“Company”), and Tomer Pascal (“Contractor”). In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
MOHAWK GROUP HOLDINGS, INC. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • New York
VOTING AGREEMENTVoting Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of April 12, 2019, by and between Asher Delug, an individual (the “Stockholder”) and Mohawk Group Holdings, Inc. (the “Company”).
OMNIBUS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND AGREEMENT NO. 2 TO PLEDGE AGREEMENTPledge Agreement • May 10th, 2019 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Maryland
This OMNIBUS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND AMENDMENT NO. 2 TO PLEDGE AGREEMENT (this “Agreement”) is made as of this 31st day of December, 2018, 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 X 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.
