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:
REVOLVING CREDIT NOTERevolving Credit Note • August 27th, 2021 • Newegg Commerce, Inc. • 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
SWING LOAN NOTESwing Loan Note • August 27th, 2021 • Newegg Commerce, Inc. • Retail-retail stores, nec
This Swing Loan 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 corpora
REVOLVING CREDIT NOTERevolving Credit Note • August 27th, 2021 • Newegg Commerce, Inc. • 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
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • August 27th, 2021 • Newegg Commerce, Inc. • Retail-retail stores, nec
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 20th day of August 2021, by NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (“Newegg Tech”), CHIEFVALUE.COM, INC., a New Jersey corporation (“ChiefValue” and together with Newegg Tech 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 “Agent”), with an address at 2350 Mission College Boulevard, Suite 988, Santa Clara, California 95054. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as defined below).
REVOLVING CREDIT NOTERevolving Credit Note • August 27th, 2021 • Newegg Commerce, Inc. • 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
PLEDGE AGREEMENTPledge Agreement • August 27th, 2021 • Newegg Commerce, Inc. • Retail-retail stores, nec • California
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of this 20th day of August 2021, is made by 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”), 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 corporation (“INOPC”), CAOPC, INC., a California corporation (“CAOPC”), NJOPC, Inc., a New Jersey corporation (“NJOPC”), NEWEGG LOGISTICS SERVICES INC., a Delaware corporation (“Newegg Logistics”), NUTREND AUTOMOTIVE INC., a Delaware corporation (“Nutrend”), NEWE
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 27th, 2021 • Newegg Commerce, Inc. • Retail-retail stores, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of this 20th day of August 2021, is made by NEWEGG TECH, INC. , a Delaware corporation (formerly known as Newegg Mall, Inc.) (“Newegg Tech”), CHIEFVALUE.COM, INC., a New Jersey corporation (“ChiefValue”) and NUTREND AUTOMOTIVE, INC., a Delaware corporation (“NuTrend” and together with Newegg Tech, CheifValue, 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 EAST WEST BANK, in its capacity as administrative agent and collateral agent for the Secured Parties (in such capacity, the “Agent”), with an address at 2350 Mission College Boulevard, Suite 988, Santa Clara, California 95054. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the
