SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2021 • Lianluo Smart LTD • Retail-retail stores, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2020, between Lianluo Smart Limited, a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2021 • Lianluo Smart LTD • Retail-retail stores, nec • New York
The undersigned, Lianluo Smart Limited (to be renamed Newegg Commerce, Inc.), a company incorporated under the laws of British Virgin Islands (collectively with its subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Joint Book-Runners (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 27th, 2023 • Newegg Commerce, Inc. • Retail-retail stores, nec
This Indemnification Agreement (this “Agreement”) is entered into as of [·] (the “Effective Date”) by and between Newegg Commerce, Inc., a British Virgin Islands company (the “Company”), and [·] (the “Indemnitee”).
Mr. Ping Chen Chief Executive Officer Lianluo Smart LimitedLianluo Smart LTD • February 28th, 2020 • Surgical & medical instruments & apparatus • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Lianluo Smart Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of Class A Common Shares of the Company, par value $0.002731 per share (“Shares”), and warrants (“Warrants”) to purchase Shares of the Company (the “Warrant Shares” and collectively with the Shares and the Warrants, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 27th, 2023 • Newegg Commerce, Inc. • Retail-retail stores, nec • California
This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between [LEGAL NAME] (“Executive”), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively as the “Parties,” as the context may require.
DEHAIER MEDICAL SYSTEMS LIMITED WARRANT AGREEMENTWarrant Agreement • December 23rd, 2009 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus • Virginia
Dehaier Medical Systems Limited, a British Virgin Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of common shares of the Company set forth herein, subject to the terms and conditions contained herein.
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2009 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus • Virginia
This Escrow Agreement is made and entered into as of the day of , 2010, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), DEHAIER MEDICAL SYSTEMS LIMITED, a British Virgin Islands company (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • February 28th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • New York
DEHAIER MEDICAL SYSTEMS LIMITED (a British Virgin Islands company) Minimum Offering: 1,250,000 Common Shares Maximum Offering: 1,500,000 Common Shares ($_____ per share) PLACEMENT AGREEMENTDehaier Medical Systems LTD • November 12th, 2009 • Virginia
The undersigned, Dehaier Medical Systems Limited, a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
Labor ContractDehaier Medical Systems LTD • May 9th, 2012 • Surgical & medical instruments & apparatus
hereby execute this Contract in accordance with the applicable provisions of “The Labor Law of the People’s Republic of China” and other laws and regulations on the basis of equality, voluntariness and consensus.
MAKE GOOD ESCROW AGREEMENTGood Escrow Agreement • March 26th, 2010 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of March 19, 2010, is entered into by and among Dehaier Medical Systems Limited, a British Virgin Islands corporation (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Mr. Ping Chen, individually and as authorized representative of his wholly owned company, Chen Ping Ltd. Ms. Zheng (Rita) Liu, Mr. Weibing Yang, Mr. Jian Sun and Mr. Yong Wang, in their individual capacities (collectively the “Make Good Pledgors” and each individually a “Make Good Pledgor”); and SunTrust Bank, N.A., as escrow agent (“Escrow Agent”).
CLASS A COMMON SHARE PURCHASE WARRANT LIANLUO SMART LIMITEDLianluo Smart LTD • April 1st, 2021 • Retail-retail stores, nec
THIS CLASS A COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 2, 2020 and on or prior to 5:00 p.m. (New York City time) on September 2, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lianluo Smart Limited, a British Virgin Islands company (the “Company”), up to ______ Class A Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Class A Common Share (“Common Share”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 1st, 2021 • Lianluo Smart LTD • Retail-retail stores, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of this 27th day of July 2018, is made by NEWEGG ENTERPRISES LLC, a Delaware limited liability company (“Newegg Enterprises”), NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (“Newegg Tech”), CHIEFVALUE.COM, INC., a New Jersey corporation (“ChiefValue”), NUTREND AUTOMOTIVE INC., a Delaware corporation (“Nutrend”), and TNOPC, INC., a Tennessee corporation (“TNOPC” and together with Newegg Enterprises, Newegg Tech, CheifValue, Nutrend and each other Person hereafter made a party hereto, the “Grantors” and each a “Grantor”), with an address at 17560 Rowland Street, City of Industry, CA 91748 or such other address as may be indicated in the documentation pursuant to which such person is made a party hereto, in favor of PNC BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), with an address at 350 South Grand Avenue,
AGREEMENT ESTABLISHING THE FRED CHANG PARTNERS TRUSTRestricted Share Award Agreement • April 12th, 2021 • Lianluo Smart LTD • Retail-retail stores, nec • California
This Agreement Establishing The Fred Chang Partners Trust (“Trust”) is executed this day of October, 2015, by Fred Chang (“Husband”) and Irene Chang (“Wife”), as Trustors, and Lee C. Cheng (“Cheng”), the Chief Legal Officer of Newegg, Inc. (“Newegg”), as Trustee. This Agreement establishes “THE FRED CHANG PARTNERS TRUST.”
LOCK-UP AGREEMENTLock-Up Agreement • May 12th, 2021 • Lianluo Smart LTD • Retail-retail stores, nec • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2016 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus • Virginia
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is dated as of April 28, 2016, by and among Dehaier Medical Systems Limited, a British Virgin Islands corporation, (the “Company”), and Hangzhou Liaison Interactive Information Technology Co., Ltd, a company organized under the laws of the People’s Republic of China (the “Buyer” and, together with the Company, the “Parties” and each, a “Party”).
VIA Re: Employment Offer Letter Dear ,Lianluo Smart LTD • April 1st, 2021 • Retail-retail stores, nec
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • April 1st, 2021 • Lianluo Smart LTD • Retail-retail stores, nec
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 27th day of July 2018, by NEWEGG ENTERPRISES LLC, a Delaware limited liability company (“Newegg Enterprises”), NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (“Newegg Tech”), CHIEFVALUE.COM, INC., a New Jersey corporation (“ChiefValue”), NUTREND AUTOMOTIVE, INC., a Delaware corporation (“NuTrend”) and TNOPC, Inc., a Tennessee corporation (“TNOPC” and together Newegg Enterprises, Newegg Tech, Chief Value, NuTrend and with each other Person hereafter made a party hereto, the “Guarantors” and each a “Guarantor”), each with an address at 17560 Rowland Street, City of Industry, CA 91748, or such other address as may be indicated in the documentation pursuant to which such person is made a party hereto, in favor of EAST WEST BANK (“East West”), in its capacity as administrative agent of the Secured Parties (in such capacity, the “Administrative Agent”), with an addres
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
This Equity Transfer Agreement (this “Agreement”) is made and entered into as of September [ ], 2020, in Chaoyang District, Beijing, by and among (i) Beijing Fenjin Times Technology Development Co., Ltd. (the “Purchaser”), (ii) Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd., a company formed under laws of the People's Republic of China with the registered address is Room 611, 612, 618, and 619 on the 6th floor of Beikong Science and Technology Building, Building 2, No. 10 Baifuquan Road, Changping District, Beijing (the “Company”) and (iii) Lianluo Smart Limited, a business company organized under the laws of British Virgin Islands with the offices at Room 611, 6th Floor, BeiKong Technology Building, No. 10 Baifuquan Road, Changping District, Beijing 102200, People’s Republic of China (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
GUARDION HEALTH SCIENCES, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 2017 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • California
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2017 (the “Effective Date”), is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”), and each individual or entity named on the Schedule of Buyers attached hereto (each, a “PURCHASER” and all of such individuals or entities, the “PURCHASERS”).
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENTRevolving Credit and Security Agreement and Consent • April 1st, 2021 • Lianluo Smart LTD • Retail-retail stores, nec
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of November 18, 2019, is entered into by and among NEWEGG INC., a Delaware corporation, NEWEGG NORTH AMERICA INC., a Delaware corporation, NEWEGG.COM AMERICAS INC., a Delaware corporation, NEWEGG CANADA INC., an Ontario corporation, NEWEGG BUSINESS INC., a Delaware corporation, OZZO INC., a Delaware corporation, MAGNELL ASSOCIATE, INC., a California corporation, ROSEWILL INC., a Delaware corporation, NEWEGG MARKETPLACE INC., a Delaware corporation, INOPC, INC., an Indiana corporation, CAOPC, INC., a California corporation, NJOPC, INC., a New Jersey corporation, and NEWEGG LOGISTICS SERVICES INC., a Delaware corporation (collectively, “Borrowers”), the financial institutions that are signatories hereto (collectively, the “Lenders”), EAST WEST BANK, as Administrative Agent for the Lenders, and PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Lenders, with reference to the
Office Lease Contract October 18, 2019Office Lease Contract • March 24th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
Complying with the “Contract Law of the People’s Republic of China”, “Law of the People’s Republic of China on Urban Real Estate” and other relevant laws and regulations base on mutual equality, willingness, and consensus, both parties mutually agree to execute this contract:
GUARDION HEALTH SCIENCES, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2019 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • California
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2017 (the “Effective Date”), is entered into by and between Guardion Health Sciences, Inc., a Delaware corporation (“SELLER”), and each individual or entity named on the Schedule of Buyers attached hereto (each, a “PURCHASER” and all of such individuals or entities, the “PURCHASERS”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020 by and among Lianluo Smart Limited., a British Virgin Islands company, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Newegg Commerce, Inc.” (including any successor entity thereto, the “Parent”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined herein below).
FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 1st, 2021 • Lianluo Smart LTD • Retail-retail stores, nec
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of January , 2019, is entered into by and among NEWEGG INC., a Delaware corporation, NEWEGG NORTH AMERICA INC., a Delaware corporation, NEWEGG.COM AMERICAS INC., a Delaware corporation, NEWEGG CANADA INC., an Ontario corporation, NEWEGG BUSINESS INC., a Delaware corporation, OZZO INC., a Delaware corporation, MAGNELL ASSOCIATE, INC., a California corporation, ROSEWILL INC., a Delaware corporation, NEWEGG MARKETPLACE INC., a Delaware corporation, INOPC, INC., an Indiana corporation, CAOPC, INC., a California corporation, NJOPC, INC., a New Jersey corporation, and NEWEGG LOGISTICS SERVICES INC., a Delaware corporation (collectively, “Borrowers”), the financial institutions that are signatories hereto (collectively, the “Lenders”), EAST WEST BANK, as Administrative Agent for the Lenders, and PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Lenders, with reference to the following facts:
PLEDGE AGREEMENTPledge Agreement • April 1st, 2021 • Lianluo Smart LTD • Retail-retail stores, nec • California
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of this 27th day of July 2018, is made by NEWEGG INC., a Delaware corporation (“Newegg”), NEWEGG NORTH AMERICA INC., a Delaware corporation (“Newegg NorAm”), NEWEGG.COM AMERICAS INC., a Delaware corporation (“Newegg Americas”), NEWEGG CANADA INC., an Ontario corporation (“Newegg Canada”), NEWEGG BUSINESS INC., a Delaware corporation (“Newegg Biz”), OZZO INC., a Delaware corporation “Ozzo”), MAGNELL ASSOCIATE, INC., a California corporation (“Magnell”), ROSEWILL INC., a Delaware corporation (“Rosewill”), NEWEGG MARKETPLACE INC., a Delaware corporation (“Newegg Marketplace”), INOPC, Inc., an Indiana corporation (“INOPC”), CAOPC, INC., a California corporation (“CAOPC”), NJOPC, INC., a New Jersey corporation (“NJOPC”), and NEWEGG LOGISTICS SERVICES INC., a Delaware corporation (“Newegg Logistics”) (Newegg, Newegg NorAm, Newegg Americas, Newegg Canada, Newegg Biz, Ozzo, Magnell, Rosewill, Newegg Marketplace, INOPC, CAOPC, NJOPC, Newegg Log
Production AgreementProduction Agreement • January 19th, 2010 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus
Party A entrusts Party B to produce Party A’s products including a) air compressor and b) oxygen concentrator (please refer to the processing files provided by Party A for the requirements on production technology).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • August 27th, 2021 • Newegg Commerce, Inc. • Retail-retail stores, nec • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (as may be as amended, modified, renewed, extended, or replaced from time to time, this “Agreement”), dated as of August 20, 2021, is made among the Obligors (as defined below), EAST WEST BANK (“East West”), as administrative agent and collateral agent for the below defined Lenders (East West, in such capacity, “Agent”), in light of the following:
Loan AgreementLoan Agreement • March 24th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
This “Loan Agreement” (hereinafter referred to as the “Agreement”) was signed by the following parties in Chaoyang District, Beijing on May 10, 2019:
Agency Agreement Principle: Timesco of London Ltd. Timesco HouseAgency Agreement • December 23rd, 2009 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • July 20th, 2021 • Newegg Commerce, Inc. • Retail-retail stores, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of common stock of Newegg Commerce, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.
Loss Absorption AgreementLoss Absorption Agreement • March 3rd, 2010 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus
This Loss Absorption Agreement (hereinafter referred to as this “Agreement”) is entered into among the following parties in Beijing as of March 3, 2010:
Summary Translation of Lease AgreementSummary Translation of Lease Agreement • December 23rd, 2009 • Dehaier Medical Systems LTD • Surgical & medical instruments & apparatus
REVOLVING CREDIT NOTENewegg Commerce, Inc. • August 27th, 2021 • Retail-retail stores, nec
This Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among NEWEGG COMMERCE, INC., a business company incorporated with limited liability under the laws of the British Virgin Islands (“Newegg Commerce”), NEWEGG INC., a Delaware corporation (“Newegg”), NEWEGG NORTH AMERICA INC., a Delaware corporation (“Newegg NorAm”), NEWEGG.COM AMERICAS INC., a Delaware corporation (“Newegg Americas”), NEWEGG CANADA INC., an Ontario corporation (“Newegg Canada”), MAGNELL ASSOCIATE, INC., a California corporation (“Magnell”), ROSEWILL INC., a Delaware corporation (“Rosewill”), NEWEGG BUSINESS INC., a Delaware corporation (“Newegg Biz”), OZZO INC., a Delaware corporation (“Ozzo”), NEWEGG STAFFING INC., a Delaware corporation (“Newegg Staffing”), INOPC, INC., an Indiana c
Loan Agreement between Lianluo Smart Limited and Digital Grid (Hong Kong) Technology Co., LimitedLoan Agreement • June 14th, 2017 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
This Loan Agreement (hereinafter referred to as this “Agreement”) is entered into between Lianluo Smart Limited and Digital Grid (Hong Kong) Technology Co., Limited in Beijing as of June 13, 2017:
