FIRST AMENDMENT TO SENIOR SECURED NOTE DUE 2023
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).
WHEREAS, the Company has issued that certain Senior Secured Note due 2023 (the Note) to the Holder pursuant to that certain Securities Purchase Agreement, dated as of February 2, 2021, by and among the Company and the investors on the Schedule of Buyers attached thereto (the Securities Purchase Agreement) (as the same may be amended from time to time);
WHEREAS, the Company and the Holder desire to amend certain provisions of the Note;
WHEREAS, pursuant to Section 18 of the Note, the Note may be amended with the written consent of the Company and the Required Holders (as defined in the Securities Purchase Agreement); and
WHEREAS, as of the date hereof, the Holder constitutes the Required Holders (as defined in the Securities Purchase Agreement).
NOW, THEREFORE, in consideration of 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, intending to be legally bound, agree as follows:
AMENDMENT OF NOTE
1.1. Section 7(B) of the Note. Section 7(B) of the Note is hereby amended and restated in its entirety to read as follows:
(B) Stock Exchange Limitations. Notwithstanding anything to the contrary in this Note, until the Company obtains a stockholder approval contemplated by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) with respect to the issuance of shares of Common Stock pursuant to this Note in excess of the limitations imposed by such rules, in no event may any shares of Common Stock be issued pursuant to this Note. If any one or more shares of Common Stock are not delivered as a result of the operation of the preceding sentence (such shares, the Withheld Shares), then (1) on the date such shares of Common Stock are issuable hereunder (after giving effect to any limitations imposed under Section 7(A)), the Company will pay to the Holder, in addition to the Event of Default Acceleration Amount then due and unpaid, cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Daily VWAP per share of Common Stock on such Event of Default Stock Payment Date; and (2) to