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”).
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”).
LOCK-UP, VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Delaware
THIS LOCK-UP, VOTING AND STANDSTILL AGREEMENT (as amended, restated, supplemented or otherwise modified in accordance with Section 10.3, this “Agreement”) is made and entered into as of February 2, 2021 by and between MOHAWK GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and Healing Solutions, LLC, a Delaware limited liability company (the “Stockholder”).
ASSET PURCHASE AGREEMENT among MOHAWK GROUP HOLDINGS, INC. and TRUWEO, LLC as Purchaser and HEALING SOLUTIONS, LLC as Seller and JASON R. HOPE as Founder and SUPER TRANSCONTINENTAL HOLDINGS LLC as Sole Voting Member Dated as of February 2, 2021Asset Purchase Agreement • February 3rd, 2021 • Mohawk Group Holdings, 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 as of February 2, 2021, is among (i) Mohawk Group Holdings, 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) Healing Solutions, LLC, a Delaware limited liability company (“Seller”), (iii) Jason R. Hope (“Founder”), and (iv) solely for the purposes of Section 5.11 and Article VII, Super Transcontinental Holdings LLC, a Delaware limited liability company (“Sole Voting Member”).
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).
LIMITED CONSENT AND AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Maryland
This LIMITED CONSENT AND AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of this 2nd day of February, 2021, by and among MOHAWK GROUP HOLDINGS, INC., a Delaware corporation (“Parent”), 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 a “Borrower”, and 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.
AMENDMENT TO SENIOR SECURED NOTE DUE 2022 AND SECURITIES PURCHASE AGREEMENTSenior Secured Note Due 2022 and Securities Purchase Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans
This AMENDMENT TO SENIOR SECURED NOTE DUE 2022 AND SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of February 2, 2021, by and between Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), and High Trail Investments SA LLC (the “Holder”).
MANUFACTURING SUPPLY AGREEMENTManufacturing Supply Agreement • February 3rd, 2021 • Mohawk Group Holdings, Inc. • Electric housewares & fans • Delaware
This Manufacturing Supply Agreement (as may be amended, restated, supplemented or otherwise modified in accordance with Article XXVI, this “Agreement”) is made and entered into as of February 2, 2021 (the “Effective Date”), by and between Mohawk Group, Inc. (“Buyer”), a Delaware corporation, with a place of business at 37 E 18th St., 7th Floor, NY, NY 10003 and Healing Solutions, LLC (“Supplier”), a Delaware limited liability company, with offices located at 4703 W. Brill St., Suite 101, Phoenix, AZ, 85043. Supplier and Buyer are sometimes individually referred to herein as a “Party” and are collectively referred to as the “Parties”. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • February 3rd, 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 2, 2021, by and among Mohawk Group Holdings, Inc., a Delaware corporation (the “Company”), and High Trail Investments SA LLC (the “Holder”).
