Exhibit
10.33


 


EDISON
NATION INC.


1
W BROAD STREET, SUITE 1004


BETHLEHEM,
PA 18018


 


October
7, 2020


 


Jefferson
Street Capital LLC


720
Monroe Street, Suite C401B


Hoboken,
New Jersey 07030


Attn:
Brian Goldberg, Managing Member


 


	 	Re.	Securities
    Purchase Agreement, dated as of April 7, 2020


 


Sir/Madam:


 


Reference
is hereby made to that certain Securities Purchase Agreement, dated as of April 7, 2020 (as may hereafter be further amended or
restated from time to time, the “Purchase Agreement”), made by and between Edison Nation, Inc., a Nevada corporation
(the “Borrower”), and Jefferson Street Capital LLC, a New Jersey limited liability company (the “Holder”),
pursuant to which Holder agreed to purchase from the Borrower, and the Borrower agreed to sell and issue to the Holder, a Convertible
Promissory Note in the principal amount of $168,000.00 (the “Note”). The Holder has exercised the Mandatory Prepayment
Option under Section 1.10 of the Note and the Borrower hereby acknowledges that the Mandatory Prepayment Amount (as defined in
the Note) is currently owed to the Holder consisting of principal in the amount of $168,000.00, interest in the amount of $3,360.00,
and a fee in the amount of $25,704.00 and, as such, the total outstanding balance under the Note equals $197,064.00 as of the
date hereof, immediately prior to the fee contemplated below. Except as otherwise defined herein, terms defined in the Note shall
have the same meaning when used herein. The Borrower and the Holder shall be referred to herein as the “Parties”.


 


The
Borrower has requested and the Holder has agreed to temporarily forebear, until the earlier of (i) December 9, 2020 or (ii) at
such time as a default shall occur under and pursuant to the Purchase Agreement, the Note or this letter agreement, from exercising
its right to convert amounts due under the Note into Common Stock of the Borrower, in exchange for a one time cash payment forbearance
fee equal to $12,500.00 paid upon execution hereof.


 


The
Borrower hereby affirms its obligations to the Holder under the Purchase Agreement, Note, Transfer Agent Instruction Letter, Unanimous
Written Consent of the Board of Directors, and the other documents executed in connection therewith (the “Transaction Documents”)
and further affirms as follows: (i) subject to the terms and conditions herein provided, that the Borrower shall continue to perform
each and every covenant, agreement and condition set forth in the Transaction Documents, and continue to be bound by each and
all of the terms and provisions thereof and hereof; and (ii) as of the date hereof, other than as provided herein, no default
or Event of Default has occurred or is continuing under the Transaction Documents, and no event has occurred that, with the passage
of time, the giving of notice, or both, would constitute a default or an Event of Default under the Transaction Documents.


 




    	 



     


    

 


The
Borrower hereby acknowledges, represents, warrants and confirms to Holder that: (i) each of the Transaction Documents are valid
and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms; and (ii)
there are no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower to or against the enforcement
of any of the Transaction Documents, and to the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against
the Holder and/or against the enforceability of any of the Transaction Documents, the Borrower acknowledges and agrees that same
are hereby fully and unconditionally waived by the Borrower.


 


The
Borrower hereby represents and warrants to the Holder that the execution and delivery by the Borrower of this letter agreement
and the performance by the Borrower of its obligations hereunder has been duly and validly authorized and approved by the Borrower
and its Board of Directors pursuant to all applicable laws. No other corporate action or consent on the part of the Borrower,
its Boards of Directors, stockholders or any other person or entity is necessary or required to execute this letter agreement
to consummate the transactions contemplated herein and therein, or perform all of obligations hereunder and thereunder. This letter
agreement has been duly and validly executed by the Borrower (and the officer executing this letter agreement is duly authorized
to act and execute same on behalf of the Borrower) and constitutes the valid and legally binding agreements of the Borrower, enforceable
against the Borrower in accordance with its respective terms.


 


The
Borrower hereby indemnifies and holds the Holder harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature payable by the Holder to
any person or entity, including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts,
costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted
by applicable law, through all negotiations, mediations, arbitrations, trial and appellate levels (collectively, the “Claims”),
as a result of, or arising out of, or relating to any matters relating to this letter agreement.


 


As
a material inducement for Holder to execute this letter agreement, the Borrower hereby releases, waives, discharges, covenants
not to sue, acquits, satisfies and forever discharges the Holder and their respective successors and assigns, from any and all
Claims whatsoever in law or in equity which the Borrower ever had, now have, or which any successor or assign of the Borrower
hereafter can, shall or may have against any of the Holder and their respective successors and assigns, for, upon or by reason
of any matter, cause or thing whatsoever related to the Transaction Documents through the date hereof. In addition to, and without
limiting the generality of foregoing, the Borrower further covenant with and warrant unto the Holder that there exist no claims,
counterclaims, defenses, objections, offsets or other Claims against Holder.


 


This
letter agreement and the Transaction Documents contain the entire understanding between and among the Parties and supersedes any
prior understandings and agreements among them respecting the subject matter of this letter agreement. This letter agreement shall
be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. Any
dispute arising under or relating to or in connection with this letter agreement shall be subject to the exclusive jurisdiction
and venue of the State and/or Federal courts located in New York. This letter agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one and the same instrument. The Parties hereby
consent and agree that if this letter agreement shall at any time be deemed by the Parties for any reason insufficient, in whole
or in part, to carry out the true intent and spirit hereof or thereof, the Parties will execute or cause to be executed such other
and further assurances and documents as in the reasonable opinion of the Parties may be reasonably required in order more effectively
to accomplish the purposes of this letter agreement. In case any provision of this letter agreement shall be held to be invalid,
illegal or unenforceable, such provision shall be severable from the rest of this letter agreement, and the validity legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Please
indicate your agreement with and acceptance of the terms of this letter agreement by signing in the space provided and returning
this letter agreement to our attention at the address above.


 


[
- signature page follows - ]


 




    	 



     


    

 


By
execution hereof, the undersigned hereby agrees to the terms and conditions of this letter agreement.


 








	 	Very
    truly yours,
	 	 
	 	EDISON
    NATION INC.
	 	 	 
	 	By:	
	 	Name:	Christopher
    B. Ferguson
	 	Title:	Chief
    Executive Officer


 


	ACCEPTED
    AND AGREED:	 
	 	 
	JEFFERSON
    STREET CAPITAL LLC	 
	 	 	 
	By:		 
	Name:	Brian
    Goldberg	 
	Title:	Managing
    Member