Exhibit 10.5

OMNIBUS AMENDMENT TO SENIOR SECURED NOTES DUE 2024 AND

WARRANTS TO PURCHASE COMMON STOCK

This OMNIBUS AMENDMENT TO SENIOR SECURED NOTES DUE 2024 AND WARRANTS TO PURCHASE COMMON STOCK (this “Amendment”) is made and entered into as of August 9, 2021, by and among Aterian, Inc. (formerly known as Mohawk Group Holdings, Inc.), a Delaware corporation (the “Company”), High Trail Investments ON LLC (“HTI ON”) and High Trail Investments SA LLC (“HTI SA” together with HTI ON the “Holders”).

RECITALS

WHEREAS, the Company has issued those certain Senior Secured Notes due 2024, Certificate Nos. A-2, A-3, A-4 and A-5 (each a “Note” and together the “Notes”) to the Holders pursuant to that certain Securities Purchase and Exchange Agreement, dated as of April 8, 2021, by and among the Company and the Holders (the “Securities Purchase and Exchange Agreement”) (as the same may be amended from time to time);

WHEREAS, the Company has issued that certain Warrant to Purchase Common Stock No. HTCS-3 (the “HTCS-3 Warrant”), to HTI SA pursuant to that certain letter agreement dated as of February 8, 2021, by and between the Company and HTI SA (as the same may be amended from time to time), that certain Warrant to Purchase Common Stock No. HTCS-2 (the “HTCS-2 Warrant”), to HTI ON pursuant to that certain Securities Purchase Agreement dated as of February 2, 2021, by and between the Company and HTI ON (the “Securities Purchase Agreement”) (as the same may be amended from time to time) and those certain Warrants to Purchase Common Stock Nos. HTCS-5, HTCS-6, HTCS-7 and HTCS-8 (the “HTCS-5-8 Warrants,” together with the HTCS-3 Warrant, the HTCS-2 Warrant and the HTCS-5-8 Warrants, the “Warrants” ), to the Holders pursuant to the Securities Purchase and Exchange Agreement;

WHEREAS, the Company and the Holders previously amended certain provisions of the HTCS-2 Warrant pursuant to that certain Amendment to Warrant to Purchase Common Stock, dated February 8, 2021;

WHEREAS, the Company and the Holders previously amended certain provisions of the HTCS-3 Warrant and HTCS-2 Warrant pursuant to those certain Amendments to Warrants to Purchase Common Stock, dated April 8, 2021;

WHEREAS, the Company and the Holders previously amended certain provisions of the Notes pursuant to that certain Omnibus First Amendment to Senior Secured Notes Due 2024, dated May 19, 2021;

WHEREAS, the Company and the Holders desire to further amend certain provisions of each of the Notes and to further amend certain provisions of each of the Warrants;

WHEREAS, pursuant to Section 18 of the Notes, each of the Notes may be amended with the written consent of the Company and the Required Holders (as defined in the Securities Purchase and Exchange Agreement) and pursuant to Section 9 of the Warrants, each of the Warrants may be amended with the written consent of the Holder (as defined in the applicable Warrants); and

WHEREAS, as of the date hereof, the Holders constitute the Required Holders (as defined in the Securities Purchase and Exchange Agreement) of the Notes and a Holder (as defined in the Warrants) of the Warrants.

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:

ARTICLE I

AMENDMENT OF NOTES

1.1. Section 9(J)(iv) of the Notes. A new Section 9(J)(iv) of each of the Notes is hereby added as follows:

“(iv) The Company and its Subsidiaries shall have, on August 9, 2021 and on each succeeding day through October 31, 2021, liquidity calculated as unrestricted, unencumbered Cash and Cash Equivalents in one or more deposit accounts located in the United States and, subject to a Control Agreement (as defined in the Security Agreement) entered into in favor of the Collateral Agent or a Control Agreement entered into otherwise in accordance with the Security Agreement in a minimum amount equal to thirty million dollars ($30,000,000).”

1.2. Section 9(J)(v) of the Notes. A new Section 9(J)(v) of each of the Notes is hereby added as follows:

“(v) The Company and its Subsidiaries shall have, on August 9, 2021 and on each succeeding day through October 31, 2021, liquidity, calculated as (i) inventory, net, plus (ii) accounts receivable, net (each determined in accordance with GAAP) in an aggregate minimum amount equal to sixty five million dollars ($65,000,000), less (iii) any amount of Cash and Cash Equivalents in excess of thirty million dollars ($30,000,000), in one or more deposit accounts located in the United States and, subject to a Control Agreement (as defined in the Security Agreement) entered into in favor of the Collateral Agent or a Control Agreement entered into otherwise in accordance with the Security Agreement.”

1.3. Definition of “Permitted Investment” set forth in the Notes. The definition of “Permitted Investment” set forth in Section 1 of each of the Notes is hereby amended and restated in its entirety to read as follows:

““Permitted Investment” means: (A) Investments deemed to be disclosed pursuant to the Securities Purchase Agreement, as in effect as of the Issue Date; (B) (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date

of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) certificates of deposit issued by any bank headquartered in the United States with assets of at least $5,000,000,000 maturing no more than one year from the date of investment therein, and (iv) money market accounts; (C) Investments accepted in connection with Permitted Transfers; (D) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of the Company’s business; (E) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers in the ordinary course of business and consistent with past practice, provided that this clause (E) shall not apply to Investments of the Company in any Subsidiary; (F) Investments consisting of (i) loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of capital stock of the Company pursuant to employee stock purchase plans or other similar agreements approved by the Company’s Board of Directors and (ii) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, provided that the aggregate of all such loans outstanding may not exceed $250,000 at any time; (G) Investments in Wholly Owned Subsidiaries; (H) Permitted Intellectual Property Licenses; (I) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (J) Investments consisting of deposit accounts in which the Collateral Agent has received a deposit account control agreement in accordance with the Security Agreement and (K) additional Investments that do not exceed one hundred thousand dollars ($100,000) in the aggregate in any twelve (12) month period. Notwithstanding anything to the contrary herein, except as expressly permitted pursuant to this Note, the transfer, sale, lease, license, loan or conveyance of assets of Truweo to any entity not wholly owned, directly or indirectly by Truweo, shall not be a “Permitted Investment” hereunder.”

ARTICLE II

AMENDMENT OF WARRANTS

2.1 Preamble of the Warrants. The reference to “at any time or times on or after the Issuance Date” in the preamble paragraph of each of the Warrants is hereby amended and restated in its entirety to read as follows:

“at any time or times after the expiration of the Lock-Up Period (as defined in that certain Securities Purchase Agreement, dated June 10, 2021, by and between the Company and the purchasers identified on the signature pages thereto) (the “Lock-Up Period”)”.

2.2 Section 1(b) of the Warrants. Section 1(b) of each of the Warrants is hereby amended and restated in its entirety to read as follows:

“(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means the lower of the Closing Sale Price of the Common Stock on August 9, 2021 or the Daily VWAP on August 9, 2021.”

2.3 Section 1(c) of the Warrants. The last sentence of Section 1(c) of each of the Warrants is hereby amended and restated in its entirety to read as follows:

“In addition to the foregoing, if (1) the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an Exercise Notice by the second Trading Day following the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise, or (2) on or after January 7, 2022, the Holder delivers an Exercise Notice, but this Warrant is not then exercisable because the Lock-Up Period has not expired, the Company shall, by no later than two Business Days after delivery of the Exercise Notice, pay to the Holder, in cash, as liquidated damages and not as a penalty, an amount equal to the product of (x) the difference between (I) the Weighted Average Price of the Common Stock on such date minus (II) the Exercise Price then in effect; multiplied by (y) the total number of Warrant Shares then subject to this Warrant; provided that, for the avoidance of doubt, if the amount in (x) above is a negative number, then the Company shall not be required to pay any amount to the Holder pursuant to clause (2).”

ARTICLE III

MISCELLANEOUS

3.1. Rule 144 Holding Period. The Company and the Holder acknowledge and agree that the Notes and the Warrants will continue to have a holding period under Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933, as amended, that will be deemed to have commenced as of the dates set forth below. The Company further acknowledges and agrees that it will neither assert nor maintain a contrary position with respect to the date of commencement of the holding period under Rule 144 with respect to the Notes or the Warrants.

 

(a)

Note Certificate No. A-2 - December 1, 2020

 

(b)

Note Certificate No. A-3 - April 8, 2021

 

(c)

Note Certificate No. A-4 - February 2, 2021

(d)

Note Certificate No. A-5 - April 8, 2021

 

(e)

Warrant No. HTCS-2 - February 2, 2021

 

(f)

Warrant No. HTCS-3 - February 9, 2021

 

(g)

Warrant No. HTCS-5 - December 1, 2020

 

(h)

Warrant No. HTCS-6 - April 8, 2021

 

(i)

Warrant No. HTCS-7 - February 2, 2021

 

(j)

Warrant No. HTCS-8 - April 8, 2021

3.2. Disclosure of Amendment. No later than 8:00 a.m., New York time, on August 9, 2021, the Company shall publicly announce its earnings for the period ended June 30, 2021 and all the material terms of the transactions contemplated by this Amendment and the letter agreements entered into as of the date hereof by and among the Company and the Holders (the “Earnings Release”). From and after the issuance of the Earnings Release, the Company shall have disclosed all material, nonpublic information (if any) provided to the Holder by the Company or any of its subsidiaries or any of their respective officers, directors, employees or agents and neither HTI SA nor HTI ON shall be in possession of any material, non-public information regarding the Company or any of its Subsidiaries.

3.3. Captions. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. Except as otherwise indicated, all references in this Amendment to “Sections” are intended to refer to the Sections or Articles of the Note or Warrants, as applicable.

3.5. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Securities Purchase and Exchange Agreement.

3.6. No Other Amendment. Except for the matters expressly set forth in this Amendment, all other terms of the Notes and Warrants are hereby ratified and shall remain unchanged and in full force and effect.

3.7. Counterparts. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

3.8. Electronic and Facsimile Signatures. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand.

[Signature Pages Follow]

The parties hereto have executed this Amendment to Senior Secured Notes due 2024 and Warrants to Purchase Common Stock as of the date first written above.

 

[SIGNATURE PAGE TO AMENDMENT TO SENIOR SECURED NOTES DUE 2024 AND WARRANTS TO PURCHASE COMMON STOCK]

The parties hereto have executed this Amendment to Senior Secured Notes due 2024 and Warrants to Purchase Common Stock as of the date first written above.

 

[SIGNATURE PAGE TO AMENDMENT TO SENIOR SECURED NOTES DUE 2024 AND WARRANTS TO PURCHASE COMMON STOCK]