AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
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).
WHEREAS, the Company has issued that certain Warrant to Purchase Common Stock No. HTCS-2 (the Warrant), 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 Warrant; and
WHEREAS, pursuant to Section 9 of the Warrant, the Warrant may be amended with the written consent of the Company and the Holder.
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 WARRANT
1.1 Section 1(f) of the Warrant. Section 1 of the Warrant is hereby amended to add the following Section 1(f)
(f) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in excess of 9.99% (the Maximum Percentage) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this