0001193125-09-251962 Sample Contracts

NEWEGG INC. DIRECTOR RETAINER AGREEMENT
Director Retainer Agreement • December 14th, 2009 • Newegg Inc • Retail-computer & computer software stores • Delaware

THIS DIRECTOR RETAINER AGREEMENT (“Agreement”) is entered into by and between Newegg Inc., a Delaware corporation (“Corporation”) and Michael J. Potter (“Director”) as of October 19, 2009.

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Equity Pledge Agreement by and among Newegg Trading (China) Co., Ltd. and November 23, 2009
Equity Pledge Agreement • December 14th, 2009 • Newegg Inc • Retail-computer & computer software stores

THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of November 23, 2009 by and among Newegg Trading (China) Co., Ltd. (the “Pledgee”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”), **** (“Pledgor A”) and **** (“Pledgor B”).

Proxy Agreement by and among Tekhill Information Technologies (Shanghai) Inc. and November 2006
Proxy Agreement • December 14th, 2009 • Newegg Inc • Retail-computer & computer software stores

THIS PROXY AGREEMENT (this “Agreement”) is entered into as of November 2006 by and among Tekhill Information Technologies (Shanghai) Inc. (“Tekhill”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”), **** (the “Authorized Party”), a PRC citizen designated by Tekhill to carry out this Agreement, **** (“Shareholder A”) and **** (“Shareholder B”).

Call Option Agreement by and among Newegg Inc. Tekhill Information Technologies (Shanghai) Inc. and November 2006
Call Option Agreement • December 14th, 2009 • Newegg Inc • Retail-computer & computer software stores

THIS CALL OPTION AGREEMENT (this “Agreement”) is entered into as of November 2006 by and among Newegg Inc. (“Newegg Inc.”), a Delaware corporation, Tekhill Information Technologies (Shanghai) Inc. (“Tekhill”), a wholly foreign-owned enterprise organized under the laws of the People’s Republic of China (“PRC”), **** (“Shareholder A”) and **** (“Shareholder B”).

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