Exhibit 10.14 


 


Execution Version


 


SWING LOAN NOTE


 


	$10,000,000	August 20, 2021





 


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 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”), NEWEGG TEXAS, INC., a Texas corporation (“Newegg Texas”) and NEWEGG FACILITY SOLUTIONS,
INC., a Delaware corporation (“Newegg Facility”) (Newegg Commerce, Newegg, Newegg NorAm, Newegg Americas, Newegg Canada,
Magnell, Rosewill, Newegg Biz, Ozzo, Newegg Staffing, INOPC, CAOPC, NJOPC, Newegg Logistics, Nutrend, Newegg Texas, Newegg Facility and
each Person joined thereto as a borrower from time to time, jointly and severally, collectively, “Borrowers,” and each,
a “Borrower”) the financial institutions named therein or which hereafter become a party thereto, (the “Lenders”)
and EAST WEST BANK, a California banking corporation, as Administrative Agent, Collateral Agent, Sole Arranger and Book Runner. Capitalized
terms not otherwise defined herein shall have the meanings provided in the Credit Agreement.


 


FOR VALUE RECEIVED,
the Borrowers hereby, jointly and severally, promise to pay to the order of Swing Loan Lender (“Holder”), at the Payment
Office:


 


(i)
the principal sum of TEN MILLION DOLLARS ($10,000,000) or, if different from such amount, the unpaid principal balance of Holder’s
Swing Loans as may be due and owing under the Credit Agreement, payable in accordance with the provisions of the Credit Agreement, subject
to acceleration upon the occurrence of an Event of Default under the Credit Agreement or earlier termination of the Credit Agreement pursuant
to the terms thereof; and


 


(ii)
interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the
applicable Revolving Interest Rate in accordance with the provisions of the Credit Agreement. In no event, however, shall interest exceed
the maximum interest rate permitted by Applicable Law. Upon and after the occurrence of an Event of Default, and during the continuation
thereof, interest shall be payable at the Default Rate.





 



     


     


    

 





This Note is
a Swing Loan Note referred to in the Credit Agreement and is secured, inter alia, by the Liens granted pursuant to the Credit Agreement
and the Other Documents, is entitled to the benefits of the Credit Agreement and the Other Documents and is subject to all of the agreements,
terms and conditions therein contained.


 


This Note is
subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the Credit
Agreement.


 


If an Event
of Default under Section 10.7 of the Credit Agreement shall occur, then this Note shall become immediately due and payable as more particularly
set forth in the Credit Agreement, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an
attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Credit Agreement or any of the Other
Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Credit Agreement, be declared
to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed
in the hands of an attorney to obtain or enforce payment hereof.


 


This Note shall, in accordance
with Section 5-1401 of the General Obligations Law of the State of New York, be construed and enforced in accordance with the laws of
the State of New York.


 


Each Borrower expressly
waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Credit Agreement.


 


[Signature Pages Follow]


 






    2 


     


    




 


IN WITNESS WHEREOF, this Note has been
executed and delivered as of the date first written above.


 


	 	BORROWERS:
	 	 
	 	NEWEGG COMMERCE, INC.,
	 	a British Virgin Islands business company
	 	incorporated with limited liability
	 	 	 
	 	By:	/s/ Anthony
    Chow
	 	Name: 	Anthony Chow
	 	Title:	Chief Executive Officer
	 	 	 
	 	NEWEGG INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Anthony
    Chow
	 	Name:	Anthony Chow
	 	Title:	Chief Executive Officer
	 	 	 
	 	NEWEGG NORTH AMERICA INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer
	 	 	 
	 	NEWEGG.COM AMERICAS INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer
	 	 	 
	 	NEWEGG CANADA INC.,
	 	an Ontario corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer


 


Signature Page to Swing Loan Note


 






     


     


    

 


	 	MAGNELL ASSOCIATE, INC.,
	 	a California corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name: 	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer
	 	 	 
	 	ROSEWILL INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer
	 	 	 
	 	NEWEGG BUSINESS INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer
	 	 	 
	 	OZZO INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer
	 	 	 
	 	NEWEGG STAFFING INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer


 


Signature Page to Swing Loan Note


 






     


     


    

 





	 	INOPC, INC.,
	 	an Indiana corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:  	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer
	 	 	 
	 	CAOPC, INC.,
	 	a California corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer
	 	 	 
	 	NJOPC, INC.,
	 	a New Jersey corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer
	 	 	 
	 	NEWEGG LOGISTICS SERVICES INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer
	 	 	 
	 	NEWEGG FACILITY SOLUTIONS INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer


 


Signature Page to Swing Loan Note


 






     


     


    

 


	 	NEWEGG TEXAS, INC.,
	 	a Texas corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title:	Chief Financial Officer
	 	 	 
	 	NUTREND AUTOMOTIVE INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Yueh-Pai
    “Robert” Chang
	 	Name:	Yueh-Pai “Robert” Chang
	 	Title :	Chief Financial Officer


 


Signature Page to Swing Loan Note