Common use of Additional Provisions Regarding Certain Investment Property Collateral Clause in Contracts

Additional Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Domestic Subsidiary of any Grantor hereafter formed or acquired that (x) is a limited liability company or a limited partnership and (y) is required to become a Borrower under the Credit Agreement or a Guarantor with respect to the Obligations, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [Membership Interests] [Partnership Interests] set forth herein shall apply, in any way, to the pledge by any [Member] [Partner] of a security interest in and to its [Membership Interests] [Partnership Interests] to East West Bank, as collateral agent for certain Secured Parties, or its successors and assigns in such capacity (any such person, “Collateral Agent”), or to any foreclosure upon or subsequent disposition of such [Membership Interests] [Partnership Interests] by Collateral Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [Member] [Partner] of the Company and shall have all of the rights of the [Member] [Partner] that previously owned such [Membership Interests] [Partnership Interests].” Each Grantor acknowledges that it has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof, as of the date first written above. GRANTOR: an Ontario corporation By: /s/ Jing (Xxxxx) Wu Name: Jing (Xxxxx) Wu Title: President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President All of each Grantor’s (a) right, title and interest in and to all of the Equity Interests of any Person held by such Grantor, including those of each of the Pledged Companies set forth below, in each case, regardless of class or designation, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing such Equity Interests, the right to receive any certificates representing any of such Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing, (ii) rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies and (iii) rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships. N/A

Additional Provisions Regarding Certain Investment Property Collateral. The operating agreement or limited partnership agreement (as applicable) of any Domestic Subsidiary of any Grantor hereafter formed or acquired that (x) is a limited liability company or a limited partnership and (y) is required to become a Borrower under the Credit Agreement or a Guarantor with respect to the Obligations, shall contain the following language (or language to the same effect): “Notwithstanding anything to the contrary set forth herein, no restriction upon any transfer of [Membership Interests] [Partnership Interests] set forth herein shall apply, in any way, to the pledge by any [Member] [Partner] of a security interest in and to its [Membership Interests] [Partnership Interests] to East West PNC Bank, National Association, as collateral agent for certain Secured Parties, or its successors and assigns in such capacity (any such person, “" Collateral Agent”"), or to any foreclosure upon or subsequent disposition of such [Membership Interests] [Partnership Interests] by Collateral Agent. Any transferee or assignee with respect to such foreclosure or disposition shall automatically be admitted as a [Member] [Partner] of the Company and shall have all of the rights of the [Member] [Partner] that previously owned such [Membership Interests] [Partnership Interests].” Each Grantor acknowledges that it has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof, as of the date first written above. GRANTORa Delaware limited liability company By: an Ontario /s/ Xxxx Xx Name: Xxxx Xx Title: President a Delaware corporation By: /s/ Jing (Xxxxx) Wu Xxxx Xx Name: Jing (Xxxxx) Wu Xxxx Xx Title: President a New Jersey corporation By: /s/ Xxxx Xx Name: Xxxx Xx Title: President an Delaware corporation By: /s/ Xxxx Xx Name: Xxxx Xx Title: President a Tennessee corporation By: /s/ Xxxx Xx Name: Xxxx Xx Title: President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President All of each Grantor’s (a) right, title and interest in and to all of the Equity Interests of any Person held by such Grantor, including those of each of the Pledged Companies set forth below, in each case, regardless of class or designation, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing such Equity Interests, the right to receive any certificates representing any of such Equity Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing, (ii) rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies and (iii) rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships. NName of Pledged Company Pledged By Number of Shares/AUnits Class of Interests Percentage of Class Owned Percentage of Class Pledged Certificate No. Newegg Tech Inc. Newegg Enterprises LLC 100 shares Ordinary 100 % 65 % - Newegg Greater China (Hong Kong) Company Limited Newegg Enterprises LLC 1 share Ordinary 100 % 65 % 2 Newegg China Inc. Newegg Enterprises LLC 100 shares Ordinary 100 % 65 % - OZZO International Newegg Enterprises LLC 100 shares Ordinary 100 % 65 % - Newegg Capital International Newegg Enterprises LLC 100 shares Ordinary 100 % 65 % - Newegg Canada Inc. Newegg Enterprises LLC 100 shares Ordinary 100 % 100 % 1