PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • Ontario
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of this 27th day of July 2018, is made by NEWEGG CANADA INC., an Ontario corporation (“Newegg Canada” and together with each other Person hereafter made a party hereto, the “Grantors” and each a “Grantor”), with an address at 55 East Beaver Creek Road, Unit E, Richmond Hill, Ontario, Canada, L4B IE8, 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 S. Grand Avenue, Suite 3850, Los Angeles CA 90071 USA. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).
AGREEMENT ESTABLISHING THE FRED CHANG PARTNERS TRUSTTrust Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • 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.”
VIA Re: Employment Offer Letter Dear ,Employment Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
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”.
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENTRevolving Credit and Security Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
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
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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 • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus
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 • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • 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
SUPPORT AGREEMENTSupport Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • Delaware
SUPPORT AGREEMENTSupport Agreement • October 26th, 2020 • Lianluo Smart LTD • Surgical & medical instruments & apparatus • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of October 23, 2020, is made by and among Lianluo Smart Limited, a business company incorporated under the laws of the British Virgin Islands (“LLIT”), Newegg Inc., a Delaware corporation (“Newegg”), and the undersigned holders (“Shareholders”) of LLIT Class A Shares and LLIT Class B Shares (the “Shares”).
