Assignee. The Assignee # represents and warrants that # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, # it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), # from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, # it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest independently and without reliance on the Administrative Agent or any other Lender, # if it’s a Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W‑9 certifying that such Lender is exempt from U.S. Federal backup withholding tax and # if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and # agrees that # it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and # it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Assignee. The Assignee # represents and warrants that # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,

Assignee. [The][Each] Assignee # represents and warrants that # it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, # it is an Eligible Assignee pursuant to the Loan Agreement, # from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, # it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, # it has received a copy of the Loan Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to [Section 5.3] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, # it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, and # if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by [the][such] Assignee; and # agrees that # it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Financing Documents, and # it will perform in accordance with their terms all of the obligations which by the terms of the Financing Documents are required to be performed by it as a Lender.

Mohawk Group, Inc. (Company), a company incorporated and registered in ​ USA, with its registered office at 37 East 18th St. #7, NY, NY 10003;

Top-heavy Group. A "Top-heavy Group" shall mean any Aggregation Group if the sum of # the total Present Value of Accrued Benefits for Key Employees under all Defined Benefit Plans included in the Aggregation Group (determined as of the Determination Date for each such plan), and # the total Aggregate Accounts of Key Employees under all Defined Contribution Plans included in the Aggregation Group (determined as of the Determination Date for each such plan) exceeds 60% of a similar sum determined for all participants in such plans. For purposes of determining whether the plans in a Top-heavy Group exceed the foregoing 60% test, the plans shall be aggregated by adding together the results for each plan as of the Determination Dates for such plans that fall within the same calendar year.

GROUP HEALTH CONTINUATION. If the Executive timely and properly elects to continue coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under a group health plan of the Company for himself and/or his family, if applicable, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives (“Group Health Continuation”). Such reimbursement shall be paid to the Executive on the 15th of the month immediately following the month in which the Executive timely remits the premium payment; provided that the Executive shall only be eligible to receive such reimbursement for Group Health Continuation until the earliest of: # the end of the Transition Period; or # the date on which the Executive becomes eligible to receive substantially similar coverage from another source. Notwithstanding the foregoing, if the Company’s making the reimbursement for Group Health Continuation would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5(c) in a manner as is necessary to comply with the ACA.

. Borrowers agree to pay any and all Lender Group Expenses on the earlier of # the first day of each month or # the date on which demand therefor is made by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

(vi) ​ Lender Group:​

The “Peer Group” shall consist of the following companies:

Financial Working Group. Within thirty (30) days following the Effective Date, the Parties will establish a financial working group subcommittee (“Financial Working Group”) which shall work with # the JDCs responsible for the WRN Program, the WRN Development Program and [[Unknown Identifier]] Development Program, # the JCCs responsible for the Commercialization of each of the WRN Products and [[Unknown Identifier]] Products, and # the JSC with respect to the preparation of Pre-Tax Profit or Loss statements in accordance with the Reconciliation Procedures in the Pre-Tax Profit and Loss Schedule. The Financial Working Group shall include individuals from each Party with reasonable expertise in the areas of accounting, cost allocation, budgeting and financial reporting. The Parties shall determine the appropriate number of representatives of each Party that will constitute the Financial Working Group, which shall be an equal number, and the frequency of meetings thereof. Each Party shall designate their respective initial representatives to the Financial Working Group to allow such Financial Working Group to begin organizing information for the initial meetings of the applicable JDC and the JSC. The Financial Working Group shall operate generally in accordance with the provisions of [Section 5.7], and shall have no authority to alter or amend the terms and conditions of this Agreement. The Financial Working Group shall meet in accordance with [Section 5.7.2] for so long as either # the Parties are engaging in sharing of Development Costs for the WRN Program, or for the WRN Development Program or [[Unknown Identifier]] Development Program, respectively, or # GSK or its Affiliates are Commercializing the [[Unknown Identifier]] Product or WRN Product in the Profit-Sharing Territory.