Exhibit 10.3
April 8, 2021
High Trail Investments SA LLC
High Trail Investments ON LLC
221 River Street, 9th Floor
Hoboken, NJ 07030
Attention: Eric Helenek
| | Re: | Waiver of Certain Rights |
Ladies and Gentlemen:
Reference is made to that certain (i) Securities Purchase Agreement, dated February 2, 2021, between Mohawk Group Holdings, Inc. (the “Company”) and High Trail Investments ON LLC (“High Trail ON”), as amended (the “February Agreement”), and (ii) Securities Purchase Agreement, dated November 30, 2020, between the Company and High Trail Investments SA LLC (“High Trail SA”), as amended (the “November Agreement”).
For purposes of the February Agreement, High Trial ON, representing the Required Holders (as defined in the February Agreement), irrevocably waives Section 4(j) with respect to the transactions contemplated by that certain Securities Purchase and Exchange Agreement, dated as of April 8, 2021, between the Company and High Trail ON (the “Purchase and Exchange Agreement”) and agrees to the termination of Section (4)(t) of the February Agreement, in each case, effective upon the closing of the transactions contemplated by the Purchase and Exchange Agreement. For purposes of the November Agreement, High Trial SA, representing the Required Holders (as defined in the November Agreement), irrevocably waives Section 4(j) with respect to the transactions contemplated by the Purchase and Exchange Agreement and agrees to the termination of Section (4)(t) of the November Agreement, in each case, effective upon the closing of the transactions contemplated by the Purchase and Exchange Agreement.
Except as expressly waived by this letter, the February Agreement shall continue in effect in accordance with its terms and the November Agreement shall continue in effect in accordance with its terms.
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