LOCK-UP, VOTING AND STANDSTILL AGREEMENT
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 December 1, 2020 by and between MOHAWK GROUP HOLDINGS, INC., a Delaware corporation (the Company), and 9830 MACARTHUR LLC, a Wyoming limited liability company (the Stockholder).
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of even date herewith (the Purchase Agreement), by and among the Company, Truweo, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, the Stockholder, Reliance Equities Group, LLC, a Wyoming limited liability company (Reliance), ZN Direct LLC, a Wyoming limited liability company (ZN collectively with the Stockholder and Reliance, Sellers and each, a Seller) and Jelena Puzovic, the Company issued 4,056,000 shares of its common stock, $0.0001 par value per share (the Common Stock), to the Stockholder (such shares, together with any Common Stock owned by the Sellers prior to the date hereof, being collectively referred to herein as the Existing Securities) for the benefit of the Sellers thereunder;
WHEREAS, as of the date hereof, the Stockholder will file a Schedule 13D or 13G, as applicable, under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), with the U.S. Securities and Exchange Commission (the SEC), indicating the Stockholders Beneficial Ownership of the Existing Securities, representing approximately 15.51% of the total outstanding Voting Securities (as defined below) as of the date hereof; and
WHEREAS, as a condition to entering into the Purchase Agreement, the Company has required that the Stockholder enter into this Agreement, and the Stockholder, in order to induce the Company to enter into the Purchase Agreement, desires to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
(a) Affiliate or Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
(b) A Person shall be deemed the Beneficial Owner or to have Beneficial Ownership of and shall be deemed to beneficially own any securities which such Person or any of such Persons Affiliates or Associates is deemed to beneficially own, within the meaning of Rules 13d-3 and 13d-5 of the General Rules and Regulations under the Exchange Act.
Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase, then outstanding, when used with reference to a Persons Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed the Beneficial Owner hereunder.