Exhibit 4.2


 





 


Newegg Inc.


17560 Rowland Street


City of Industry, CA 91748


Phone: (626) 271-9700


Fax: (626) 964-4626


 


October 23, 2020


 


Digital Grid (Hong Kong) Technology Co.,
Limited


Hangzhou Lianluo Interactive Technology Co., Ltd.


Hyperfinite Galaxy Holding Limited


10th Floor, Zhuzong Tower


No. 25 Mid Rd. of East 3rd Ring Road


Beijing, People’s
Republic of China


Attention: Yingmei Yang


 


Fred Chang


1260 Dorothea Rd.


La Habra Heights, CA 90631


 


Lianluo Smart Limited (to be renamed Newegg Commerce, Inc.
at the Closing)


Room 611, 6th Floor


BeiKong Technology Building


No. 10 Baifuquan Road, Changping District


Beijing 102200, People’s
Republic of China


 


Ladies and Gentlemen:


 


Reference is made herein to that certain Stockholders Agreement
dated March 30, 2017 (the “Stockholders Agreement”) by and among Newegg Inc., a Delaware corporation (“Newegg”),
the Newegg Stockholders (as defined therein), and Digital Grid (Hong Kong) Technology Co., Limited, a company incorporated under the laws
of Hong Kong (“Liaison”). Capitalized terms used but not defined herein shall have the respective terms assigned thereto
in the Stockholders Agreement.


 


Newegg, Lianluo Smart Limited, a business company incorporated
under the laws of the British Virgin Islands (“LLIT”), and Lightning Delaware Sub, Inc., a Delaware corporation (“Merger
Sub”) have entered into that certain Agreement and Plan of Merger dated of even date herewith (the “Merger Agreement”)
pursuant to which Merger Sub will merge with and into Newegg (the “Merger”) and Newegg will become a wholly-owned subsidiary
of LLIT. The stockholders of Newegg will receive Class A common shares of LLIT (which will become known as common shares upon completion
of the Merger) as consideration for the Merger.


 




     


     


    

 


In connection with the transactions contemplated by the Merger
Agreement, including the Merger, the undersigned acknowledge and agree as follows:


 


1. Assignment
to and Assumption by LLIT. Effective at the Closing (as defined in the Merger Agreement), Newegg hereby assigns to LLIT, and LLIT
hereby assumes, all of the rights and obligations of Newegg under the Stockholders Agreement without further action by any of the parties
hereto. For purposes of complying with the terms of the Stockholders Agreement, any reference to Newegg set forth in such provisions shall
be replaced with LLIT and LLIT shall have all of the rights of, and the obligation to fulfill all of the obligations of, Newegg thereunder.


 


2. Application
of Stockholders Agreement to LLIT Common Shares. All references in the Stockholders Agreement to “Company Stock” or similar
references are hereby revised to be read as references to the Class A common shares of LLIT (which will become known as common shares
upon completion of the Merger).


 


3. Joinder.
Hangzhou Lianluo Interactive Technology Co., Ltd., a corporation incorporated in the Peoples’ Republic of China, and Hyperfinite
Galaxy Holding Limited each agree to become a party to, be bound by the obligations of, and receive the benefits of, a Liaison party and
a Principal Stockholder as defined in and pursuant to the Stockholders Agreement, as amended from time to time thereafter, effective as
of the Closing.


 


4. Amendment
and Restatement of Stockholders Agreement. Effective immediately after the Closing and after giving effect to this letter agreement,
the Stockholders Agreement shall be amended and restated in its entirety and replaced with the Amended and Restated Shareholders Agreement
attached hereto as Exhibit A (the “A&R SHA”), which amendment and restatement shall occur immediately after
the Closing without further action by any of the parties hereto or thereto. The undersigned include, for the avoidance of doubt, Newegg
(and LLIT as successor in interest to Newegg), the Minority Representative and Liaison, which are the parties required under Section 6.11
of the Stockholders Agreement to effect such amendment and restatement and to give effect to the A&R SHA. The undersigned represent
and warrant that no other parties have a right to consent to such amendment and restatement.


 


5. Governing
Law. This letter agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of
the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.


 


6. Counterparts.
This letter agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile or electronic transmission in portable
document format (.pdf), each of which shall be deemed an original.


 




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	 	Sincerely,
	 	 
	 	NEWEGG INC.
	 	 
	 	By:	
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Amendment to Newegg 's Stockholders
Agreement]


 



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	Acknowledged and Agreed:	 
	 	 	 
	Lianluo Smart Limited (to be renamed Newegg Commerce, Inc. at the Closing)
	 	 	 
	By:	                   	 
	Name: 	 	 
	Title:	 	 
	 	 	 
	Digital Grid (Hong Kong) Technology Co., Limited
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Hangzhou Lianluo Interactive Technology Co., Ltd.
	 	 	 
	By:		 
	Name:	 	 
	Title:	 	 
	 	 	 
	Hyperfinite Galaxy Holding Limited	 
	 	 	 
	By:		 
	Name:	 	 
	Title:	 	 
	 	 	 
	/s/ Fred Chang	 
	Fred Chang, as Minority Representative	 



 


[Signature Page to Amendment to Newegg 's Stockholders Agreement]


 




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EXHIBIT A


 




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NEWEGG COMMERCE, INC.


 


AMENDED AND RESTATED


SHAREHOLDERS AGREEMENT


 


May 19, 2021


 




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TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	Article I. RESTRICTIONS ON TRANSFERS	 	8
	Section 1.01	Resale of Shares	 	8
	Section 1.02	Pre-Emptive Rights	 	9
	Section 1.03	Right of First Refusal	 	10
	Section 1.04	Void Assignment	 	11
	Section 1.05	Cooperation	 	12
	Section 1.06	Expenses	 	12
	Article II. LIQUIDATION; VOLUNTARY TERMINATION	 	12
	Article III. LOCKUP	 	12
	Section 3.01	“Market Stand-off” Agreement	 	12
	Article IV. INDEMNIFICATION; LIMITATION OF LIABILITY	 	13
	Section 4.01	Indemnification; Limitation of Liability	 	13
	Section 4.02	D&O Insurance	 	14
	Article V. GENERAL PROVISIONS	 	14
	Section 5.01	Confidentiality	 	14
	Section 5.02	Successors and Assigns	 	15
	Section 5.03	Specific Performance	 	15
	Section 5.04	Governing Law	 	16
	Section 5.05	Waiver of Jury Trial	 	16
	Section 5.06	Interpretation	 	16
	Section 5.07	Notices	 	17
	Section 5.08	Reorganizations	 	18
	Section 5.09	Counterparts	 	19
	Section 5.10	Severability	 	19
	Section 5.11	Amendment and Waiver	 	19
	Section 5.12	Tax Withholding	 	19
	Section 5.13	Entire Agreement	 	19
	Section 5.14	Legends	 	20
	Article VI. DEFINITIONS	 	20


 




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NEWEGG COMMERCE, INC.


 


AMENDED AND
RESTATED


SHAREHOLDERS AGREEMENT


 


This Amended and Restated Shareholders
Agreement, dated as of [●], 202[●] (this “Agreement”), is made by and among (i) Newegg Commerce, Inc.,
a business company incorporated under the laws of the British Virgin Islands (the “Company”), as assignee of Newegg,
Inc., a Delaware corporation (“Newegg Delaware”), (ii) the Persons whose names appear on the signature pages hereto
(collectively, the “Newegg Shareholders”), and (iii) Digital Grid (Hong Kong) Technology Co., Limited, a company incorporated
under the laws of Hong Kong (“Digital Grid”), Hangzhou Lianluo Interactive Technology Co., Ltd., a corporation incorporated
in the Peoples’ Republic of China, and Hyperfinite Galaxy Holding Limited (collectively, the parties in this clause (iii), “Liaison”
and, together with the Newegg Shareholders, the “Principal Shareholders”). Each of the parties hereto is sometimes
referred to individually as a “Party” and collectively as the “Parties” in this Agreement.


 


RECITALS


 


WHEREAS, Newegg Delaware, Digital Grid,
and the Newegg Shareholders entered into that certain Stockholders Agreement on March 30, 2017 (the “Original Agreement”);


 


WHEREAS, Newegg Delaware, the Company
(under its former name of Lianluo Smart Limited), and Lightning Delaware Sub, Inc., a Delaware corporation (“Merger Sub”)
entered into that certain Agreement and Plan of Merger dated October 23, 2020 (the “Merger Agreement”), pursuant to
which, among other things, Merger Sub merged with and into Newegg Delaware (the “Merger”), with Newegg Delaware surviving
as a wholly-owned Subsidiary of the Company; and


 


WHEREAS, as a condition to the closing
of the transactions contemplated by the Merger Agreement, including the Merger, the Original Agreement must be amended and restated and
replaced in its entirety by this Agreement.


 


NOW THEREFORE, in consideration of the
mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties intending to be legally bound agree as follows:


 


Article I.


 


RESTRICTIONS ON TRANSFERS


 


Section 1.01 Resale of Shares.


 


(a) General
Restriction. The Principal Shareholders shall, and shall cause each of its Affiliates to, not Transfer all or any portion of Company
Shares without first complying with the provisions of this Article I and applicable Law.


 




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(b) Affiliate
Transfers. Notwithstanding Section 1.01 or Section 1.03, a Principal Shareholder and its Affiliates may Transfer Company Shares to
an Affiliate (an “Affiliate Transferee”) so long as such Affiliate Transferee executes a joinder to this Agreement
in the form attached as Exhibit A (a “Joinder”) hereto agreeing to be bound by the provisions of this Agreement
which bind such Principal Shareholder as if such Affiliate Transferee were such Principal Shareholder for purposes of this Agreement.


 


(c) Permitted
Transfers. Each of the Principal Shareholders may Transfer all or any portion of its Company Shares to a Permitted Transferee without
approval of the Board only in compliance with this Article I and only if such Permitted Transferee executes a Joinder agreeing to be bound
by the provisions of this Agreement which bind such Principal Shareholder and such other documents and instruments as the Board may reasonably
request as necessary or appropriate to confirm such Permitted Transferee as a stockholder in the Company.


 


(d) Transferrable
Rights and Obligations. Upon a Transfer in accordance with the terms of this Agreement by any Principal Shareholder of a portion or
all of its Company Shares, the Permitted Transferee shall (i) be bound by the obligations of the Transferring Principal Shareholder hereunder
and (ii) shall have such rights of the Transferring Principal Shareholder under this Agreement as the Principal Shareholder shall assign
in its sole discretion.


 


Section 1.02 Pre-Emptive Rights.


 


(a) In
the event that the Company intends to issue any Company Shares or other Equity Interests (including securities that are convertible into
or exchangeable for Company Shares or other Equity Interests) after the date hereof, other than any Excluded Issuance or in connection
with a Public Offering (the “New Securities”), the Company shall give written notice (a “Preemption Notice”)
thereof to the Principal Shareholders, which shall, as set forth below, provide each Principal Shareholder the right to subscribe for
its Pro Rata Share of the New Securities.


 


(b) Each
Preemption Notice (i) shall set forth the price (or formula by which the price will be determined, which may refer to a future contingent
event) and terms on which the Company proposes to issue the New Securities, together with a calculation of such Principal Shareholder’s
Pro Rata Share of the New Securities (the “Preemption Terms”), and (ii) offer to issue to each Principal Shareholder
up to such Pro Rata Share of the New Securities on the Preemption Terms, which offer must remain open until at least the close of business
on the 15th Business Day following the date on which the Principal Shareholder receives or is deemed (pursuant to Section 5.07) to receive
the Preemption Notice (the “Preemption Election Period”). Each Principal Shareholder exercising its preemptive rights
must, within the Preemption Election Period, advise the Company in writing (the “Preemption Exercise Notice”) whether
it is exercising its rights (in whole or in part) hereunder and deliver payment in full for the New Securities it elects to purchase.
If a Principal Shareholder fails to deliver a Preemption Exercise Notice, together with payment for the New Securities, within the Preemption
Election Period, then such Principal Shareholder shall be deemed to have waived its purchase rights under this Section 1.02 in connection
with such offering of New Securities (and, for the avoidance of doubt, this shall not operate as a waiver with respect to any future offerings
of New Securities).


 




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(c) In
the event any Principal Shareholder fails to give the Company a Preemption Exercise Notice within the Preemption Election Period, or elects
to purchase fewer than all of its Pro Rata Share of the New Securities, then, the Company shall give written notice of any such unsubscribed
New Securities to any Principal Shareholder who has elected to purchase all of its Pro Rata Share of the New Securities, and each such
Principal Shareholder shall have the right, by giving written notice to the Company within 2 Business Days of receiving or being deemed
(pursuant to Section 5.07) to have received such written notice from the Company, to purchase its Pro Rata Share of such unsubscribed
New Securities on the Preemption Terms, and such right shall continue to apply repeatedly and iteratively until all New Securities have
been allocated to the Principal Shareholders or none of the Principal Shareholders have elected to participate in such further purchase.
If, at the end of such process, there are New Securities that have not been subscribed for by the Principal Shareholders, the Company
may, for a period of time not to exceed 60 days, sell such unsubscribed New Securities, on the Preemption Terms, to a Third Party Purchaser.
If, however, at the end of such 60-day period, the Company has not consummated a sale of any of such unsubscribed New Securities, the
Company shall no longer be permitted to sell such New Securities without again complying with this Section 1.02.


 


(d) Notwithstanding
any provision herein to the contrary, any issuance of Equity Interest (other than an Excluded Issuance) by any Subsidiary of the Company
other than to the Company or a wholly owned Subsidiary of the Company shall be deemed an issuance by the Company of its Equity Interests
to which the preemptive rights under this Section 1.02 shall apply, mutatis mutandis.


 


Section 1.03 Right of First Refusal.


 


(a) In
the event that any Principal Shareholder or any of its Affiliates (a “Transferring Shareholder”) receives a bona fide
offer from one or more Persons other than an Affiliate Transferee (each, a “Third Party Purchaser”) to acquire any
or all of its or its Affiliates’ Company Shares, and such Transferring Shareholder desires to Transfer any or all of its Company
Shares (the “ROFR Shares”) to such Third Party Purchaser pursuant to such bona fide offer (a “ROFR Sale”),
then (i) the Company shall have the right (a “ROFR Right”), but not the obligation, to elect to purchase all (and not
less than all) of the ROFR Shares proposed to be Transferred to the Third Party Purchaser, at the same price, and on the same terms and
conditions offered by the Third Party Purchaser (the “ROFR Terms”), (ii) in the event the Company does not deliver
a ROFR Exercise Notice during the Company ROFR Exercise Period, or delivers a ROFR Exercise Notice for less than all of the ROFR Shares,
then each of the Principal Shareholders other than the Transferring Shareholders (each, a “ROFR Shareholder”) shall
have a ROFR Right to elect to purchase all (and not less than all) of its Pro Rata Share of the ROFR Shares proposed to be Transferred
to the Third Party Purchaser on the ROFR Terms. In the event that a ROFR Sale is in exchange for non-cash consideration, then the ROFR
Right shall be exercisable based on the Fair Market Value of such non-cash consideration.


 


(b) The Transferring Shareholder shall notify
the Company and each ROFR Shareholder in writing of any ROFR Right at least 60 days prior to the date (the “ROFR Sale
Date”) on which the Transferring Shareholder expects to consummate the ROFR Sale (the “ROFR Notice”).
The ROFR Notice shall set forth (i) a copy of the written bona fide offer, if any, (ii) a copy of the stock purchase agreement,
merger agreement or any other agreements entered or to be entered into with the Third Party Purchaser with respect to the Transfer
(if available), and if not available, a summary of the material terms and conditions pertaining to the Transfer, (iii) the proposed
amount and form of consideration and other material terms and conditions, and (iv) the ROFR Sale Date.


 






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(c) The
Company may exercise its ROFR Right by delivery of an irrevocable written notice (the “ROFR Exercise Notice”) to the
Transferring Shareholder and each ROFR Shareholder, within 30 days following receipt of the ROFR Notice (the “Company ROFR Exercise
Period”), accepting the Transfer of all (but not less than all) of the ROFR Shares on the ROFR Terms.


 


(d) In the event the Company does not deliver a
ROFR Exercise Notice during the Company ROFR Exercise Period, or delivers a ROFR Exercise Notice for less than all of the ROFR
Shares, then each ROFR Shareholder may exercise its ROFR Right by delivery of a ROFR Exercise Notice to the Company and the
Transferring Shareholder, within 30 days following the first to occur of (i) the expiration of the Company ROFR Exercise Period or
(ii) receipt of a ROFR Exercise Notice from the Company which relates to less than all of the ROFR Shares (the “Shareholder
ROFR Exercise Period” and, together with the Company ROFR Exercise Period, the “ROFR Exercise
Periods”), accepting the Transfer of all (but not less than all) of its Pro Rata Share of the ROFR Shares on the ROFR
Terms. Such ROFR Right shall continue to apply repeatedly and iteratively during the Shareholder ROFR Exercise Period until the time
when all ROFR Shares have been allocated to the ROFR Shareholders or when all of the ROFR Shareholders have elected not to make
further purchases of ROFR Shares.


 


(e) If
the Transferring Shareholder receives one or more ROFR Exercise Notices for all of the ROFR Shares prior to the end of the applicable
ROFR Exercise Period, then the Parties shall consummate the sale of the ROFR Shares on the ROFR Terms.


 


(f) If
the Transferring Shareholder does not receive ROFR Exercise Notices sufficient to sell all of the ROFR Shares within the applicable ROFR
Exercise Period, then all of the ROFR Exercise Notices shall be null and void, and the Transferring Shareholder may effect the Transfer
of all of the ROFR Shares to the same Third Party Purchaser identified in the ROFR Notice on the ROFR Terms on or prior to the later of
(i) the 60th day following the date of the expiration of the applicable ROFR Exercise Period and (ii) if applicable, the 10th day following
the receipt of all necessary governmental approvals, but in no event later than the 90th day following the date of the expiration of the
applicable ROFR Exercise Period. If the Transfer of the ROFR Shares is not consummated within such time period, then any proposed Transfer
by such Transferring Shareholder shall once again be subject to the terms and conditions of this Section 1.03.


 


Section 1.04 Void Assignment. Any
purported Transfer of any Equity Interests of the Company in contravention of this Agreement shall be void and ineffectual and shall
not bind or be recognized by the Company or any other Party, and the Company shall not record such Transfer on its books or treat
any purported transferee of such Equity Interests as the owner of such Equity Interests for any purpose. In the event of any
Transfer in contravention of this Agreement, the purported transferee shall have no right to any profits, losses or distributions of
the Company or any other rights of a Principal Shareholder.


 






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Section 1.05 Cooperation.
In the event of a potential sale by a Transferring Shareholder to a Third Party Purchaser pursuant to the terms of Section 1.03, the Directors
and officers of the Company shall (i) permit such potential Third Party Purchaser, after executing a reasonable confidentiality agreement
in customary form, to conduct a due diligence review of the Company and its business, operations, prospects, assets, liabilities, financial
condition, and results of operations, and (ii) make available the officers and technical personnel of the Company, during normal business
hours, upon reasonable advance notice and at such Transferring Shareholder’s sole cost and expense, for the purpose of making presentations
to, and answering questions from, such potential Third Party Purchaser.


 


Section 1.06 Expenses. Except
as otherwise provided herein, each Principal Shareholder shall bear its own expenses incurred in connection with this Article I, and any
Principal Shareholder effecting a Transfer pursuant to this Article I shall reimburse the Company for any expenses incurred by the Company
in connection therewith.


 


Article II.


 


LIQUIDATION; VOLUNTARY TERMINATION


 


This Agreement shall terminate automatically
upon the complete liquidation of the Company, or otherwise with the written consent of each Principal Shareholder; provided that
such transaction is duly approved pursuant to, and complies with, the other provisions of this Agreement and applicable Law.


 


Article III.


 


LOCKUP


 


Section 3.01 “Market Stand-off” Agreement.


 


(a) Each of the Holders agrees not to directly
or indirectly sell or otherwise Transfer or dispose of any Locked Up Securities held by such Holder, if requested by the Company and
an underwriter of Equity Interests of the Company, for a period not longer than (A) the 180-day period following a Public Offering
and (B) the 90-day period following any subsequent public offering of Locked Up Securities declared effective under the Securities
Act, in each case beginning on the effective date of the registration statement of the Company filed under the Securities Act if,
and to the extent, requested by the managing underwriter or underwriters in the case of an underwritten public offering (which
period may be extended upon the request of the managing underwriter, to extent required by any rules of the Financial Industry
Regulatory Authority, Inc.); provided that if such offering includes a primary underwritten offering by the Company, all
directors and executive officers of the Company enter into similar agreements; and provided further that if such offering
does not include a primary underwritten offering by the Company, the Holders shall only be required to enter into such agreements if
such Holder is selling shares in connection with such offering.


 






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(b) If
requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said period. The provisions
of this Section 3.01 shall be binding upon any transferee who acquires Locked Up Securities.


 


Article IV.


 


INDEMNIFICATION;
LIMITATION OF LIABILITY


 


Section 4.01 Indemnification; Limitation of Liability.


 


(a) Indemnification.
Except as limited by applicable Law or the amended and restated articles of association of the Company, and subject to the provisions
of this Section 4.01, the Directors, and the directors or managers of each Subsidiary thereof (each an “Indemnitee”),
shall not be liable for, and shall be indemnified and held harmless by the Company against, any losses, liabilities and reasonable expenses
(including reasonable attorneys’ fees) (each, a “Loss”), arising from proceedings in which such Indemnitee may
be involved, as a party or otherwise, by reason of he or she being a Director of the Company, or director or manager of any Subsidiary
thereof, or by reason of his or her involvement in the management of the affairs of the Company or its Subsidiaries, whether or not he
or she continues to be such at the time any such Loss is paid or incurred. Notwithstanding the foregoing, an Indemnitee shall not be held
harmless or indemnified under this Section 4.01 for any Losses arising out of the fraud, dishonesty, intentional misconduct, or knowing
or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification
provided in this Section 4.01 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter
of Law. Without limiting the foregoing, an Indemnitee shall be entitled to indemnification by the Company against reasonable expenses
(as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee
may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of applicable
Law.


 


(b) Payments
Prior to Final Disposition. Except as limited by applicable Law or the amended and restated articles of association of the Company,
expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or in the right of the Company or any Principal
Shareholder against such Indemnitee) shall be paid by the Company in advance of the final disposition of the proceeding, upon receipt
of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section
4.01 or adjudicated to be ineligible for indemnification. This undertaking shall be an unlimited general obligation of the Indemnitee
but does not need to be secured unless so determined by the Board.


 




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(c) Heirs
and Representatives. The indemnification provided by this Section 4.01 shall inure to the benefit of the heirs and personal representatives
of each Indemnitee.


 


(d) Officers
and Agents. The Company may, at the direction of the Board, indemnify and advance expenses to any officer, employee or agent of the
Company or its Subsidiaries to the same extent and subject to the same conditions under which it may indemnify and advance expenses under
Section 4.01(a) and Section 4.01(b).


 


(e) Not
Exclusive. The right to indemnification and the advancement and payment of expenses conferred in this Section 4.01 shall not be exclusive
of any other right that a Director or other Person indemnified pursuant to this Section 4.01 may have or hereafter acquire under any Law
or provision of this Agreement.


 


(f) No
Shareholder Personal Liability for Indemnification. Any indemnification pursuant to this Section 4.01 shall be made only out of the
assets of the Company and shall not cause any Principal Shareholder to incur any personal liability or result in any liability of any
Principal Shareholder to any third party.


 


Section 4.02 D&O Insurance.
The Company shall purchase and maintain director and officer liability insurance on behalf of any Person who is or was a Director or officer
of the Company, or any director, officer or manager of any Subsidiary thereof, against any liability asserted against such Person or incurred
by such Person in any capacity identified in Section 4.01 or arising out of such Person’s status as an Indemnitee, whether or not
the Company would have the power to indemnify such Person against that liability under Section 4.01.


 


Article V.


 


GENERAL PROVISIONS


 


Section 5.01 Confidentiality.


 


(a) Each
Party agrees and acknowledges that the Principal Shareholders may receive confidential, non-public information about the Company and any
of its Subsidiaries.


 


(b) No Party shall disclose any information
relating to the Company or any Subsidiary thereof (the “Confidential Information”) without the prior written
consent of the Board (which consent shall not be unreasonably conditioned, withheld or delayed); provided that (i)
Confidential Information may be disclosed if required by applicable Law, legal process or any stock exchange or other
self-regulatory organization (subject to the provisions of Section 5.01(c)), or in connection with the making or maintaining of any
claim by such Party, arising under this Agreement or asserting or enforcing any rights hereunder and (ii) each Party may disclose
Confidential Information to its Representatives that are actively engaged in the monitoring or oversight of such Party’s
investment in the Company and its Subsidiaries, so long as (x) such Representatives agree to keep such information confidential (or
the Party directs such Representative to keep such information confidential, in which case such Party shall be liable for any
failure on the part of its Representatives to so keep such information confidential), and (y) the sharing of such Confidential
Information with such Representatives does not violate any applicable Law; provided, further, that the Newegg Shareholders and
Liaison, their respective Affiliates, and their respective Representatives shall be permitted to disclose Confidential Information
to financial institutions, investment bankers and prospective purchasers (who are bound by a customary non-disclosure agreement
approved by the Board) in connection with soliciting, marketing and effecting a permitted Transfer of its Company Shares. The term
“Confidential Information” does not include information that (A) is or has become generally available to the
public other than as a result of a direct or indirect disclosure by a Party or any of its Representatives in breach of the
provisions hereof or (B) was within the possession of a Party or any of its Representatives from a source other than the Company
prior to its being furnished to such Party by or on behalf of the Company; provided, that in the case of (B) above,
the source of such information was not known by such Party to be bound by a confidentiality agreement with, or other contractual,
legal or fiduciary obligation of confidentiality to, the Company with respect to such information.


 






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(c) In
the event that any Party is required by applicable Law, regulation, legal process or any stock exchange or other self-regulatory organization,
to disclose any of the Confidential Information, such Party shall promptly notify the Company in writing so that the Company may seek
a protective order or other appropriate remedy. Nothing herein shall be deemed to prevent any Party from honoring a subpoena (or governmental
order) that seeks discovery of the Confidential Information if (A) a motion for a protective order, motion to quash and/or other motion
filed to prevent the production or disclosure of the Confidential Information has been denied or is not made in a timely manner; provided,
however, that such Party shall disclose only that portion of the Confidential Information which such Party’s outside legal
counsel advises is required and that it exercise commercially reasonable efforts to preserve the confidentiality of the remainder of the
Confidential Information; or (B) the Company consents in writing to having the Confidential Information produced or disclosed pursuant
to the subpoena (or governmental order). In no event will any Party or any of its Representatives oppose any action by the Company to
obtain a protective order or other relief to prevent the disclosure of the Confidential Information or to obtain reliable assurance that
confidential treatment will be afforded the Confidential Information. The Company shall promptly reimburse the Party for any reasonable
costs and expenses (including fees and disbursements of counsel) incurred in connection with any action that the Party may be required
to take, or is requested by the Company to take, under this Section 5.01. Notwithstanding any other provision of this Agreement, no prior
notice, consent or other action shall be required in respect of any disclosure of Confidential Information made to any banking, financial,
accounting, securities or similar supervisory authority exercising its routine supervisory or audit functions, provided that such
disclosure is made in the ordinary course and is not specific to the Company.


 


Section 5.02 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives,
heirs, legatees, successors and permitted assigns.


 


Section 5.03 Specific Performance.
Each Party, in addition to being entitled to exercise all rights provided herein or granted by Law, including recovery of damages,
shall be entitled to seek specific performance of the Party’s rights under this Agreement. Each Party agrees that monetary
damages may not be adequate compensation for any loss incurred by reason of a breach by the Party of the provisions of this
Agreement and each Party hereby agrees to waive the defense in any action for specific performance that a remedy at Law would be
adequate.


 






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Section 5.04 Governing Law.


 


(a) The
terms and conditions of this Agreement and the rights of the parties hereunder shall be governed by and construed in all respects in accordance
with the laws of the British Virgin Islands.


 


(b) The
Parties hereby irrevocably agree that the courts of the British Virgin Islands shall have exclusive jurisdiction in respect of any dispute,
suit, action, arbitration or proceedings (“Proceedings”) which may arise out of or in connection with this Agreement.
By execution and delivery of this Agreement, each Party irrevocably submits to the jurisdiction of the above courts for itself and in
respect of its property with respect to such action. The Parties irrevocably agree that the venue would be proper in each of the above
courts, and hereby waive any objection to Proceedings in the courts of the British Virgin Islands on the grounds of venue or on the basis
that the Proceedings have been brought in an inconvenient forum. Delivery of any process required by any of the above courts in accordance
with Section 5.07 shall constitute valid and lawful service of process against each Party, without necessity for services by any other
means provided by applicable Law.


 


Section 5.05 Waiver of Jury Trial.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 


Section 5.06 Interpretation. The
table of contents and headings of the Sections contained in this Agreement are solely for the purpose of reference, are not part of
the agreement of the Parties and shall not affect the meaning or interpretation of this Agreement. Unless the context otherwise
requires: (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with then-applicable GAAP; (b)
“or” is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d)
provisions apply to successive events and transactions; (e) the words “herein,” “hereof” and other words of
similar import refer to this Agreement as a whole and not to any particular Article, or other subdivision; (f) all references herein
to Articles, Sections, Recitals, Exhibits, Appendixes, Annexes, paragraphs, subparagraphs and clauses shall be deemed to be
references to Articles, Sections, Recitals, paragraphs, subparagraphs and clauses of, and Exhibits, Appendixes and Annexes to, this
Agreement unless the context shall otherwise require; (g) the words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”; (h) the word
“extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and
such phrase shall not mean simply “if”; (i) references to “$” or “dollars” shall mean United
States dollars; (j) the word “days” refers to calendar days unless Business Days are expressly specified; (k) if any
action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required
to be done or taken not on such day but on the first succeeding Business Day thereafter; (l) references from or through any date
mean, unless otherwise specified, from and including or through and including, respectively; (m) the words “writing,”
“written” and other words of similar import refer to printing, typing and other means of reproducing words (including
electronic media) in a visible form; (n) this Agreement is to be construed without regard to any presumption or rule requiring
construction or interpretation against the Party drafting or causing any instrument to be drafted; and (o) unless otherwise
expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that
is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented,
consolidated, replaced or rewritten, including (in the case of agreements or instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated
therein.


 






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Section 5.07 Notices. All notices,
requests, demands, waivers and other communications required or permitted to be given or made under this Agreement shall be in
writing and shall be deemed to have been duly given or made if (a) delivered personally, (b) mailed by certified or registered mail
with postage prepaid, (c) sent by next-Business Day or overnight mail or delivery, or (d) sent by facsimile or email, provided
that delivery of such facsimile or email is promptly confirmed, as follows (or at such other address for a Party as shall be
specified by like notice):


 


		(i)	if to the Company, to







 17560 Rowland Street


City of Industry, CA 91748


		Attention:	Anthony Chow, Chief Executive Officer; 

Matt Strathman, General Counsel; and 

Robert Chang, Chief Financial Officer





		E-mail:	Anthony.K.Chow@Newegg.com;



Matt.O.Strathman@Newegg.com; and

 Robert.Y.Chang@Newegg.com


 


with a copy (which shall not constitute notice) to:


 


Gibson,
Dunn & Crutcher LLP


3161 Michelson Drive


Irvine, CA 92612


		Attention:	David C. Lee



		E-mail:	DLee@GibsonDunn.com



 


(ii)         if
to any Newegg Shareholder, to the last address for such Newegg Shareholder in the Register of Members of the Company.


 


		(iii)	if to any Liaison party, to



 


10th
Floor, Zhuzong Tower


No. 25 Mid Rd. of East 3rd Ring Road




Beijing, People’s Republic of China


		Attention:	Yingmei Yang



		E-mail:	yangyingmei@lianluo.com







 




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with a copy (which shall not constitute notice) to:


 


Jin & Koppell PLLC 


99 Park Avenue, Suite 1100


New York, NY 10016


		Attention:	Ruth Jin



		E-mail:	rjin@jinlex.com



 


		(iv)	if to the Minority Representative, to 



 


Fred Chang


1260 Dorothea Rd.


La Habra Heights, CA 90631


E-mail: fred.the.chang@gmail.com


 


with a copy (which shall not constitute notice) to: Lee
Cheng


 


Maschoff Brennan


100 Spectrum Center Dr., Suite 100


Irvine, CA 92618


Email: lcheng@mabr.com


 


All such notices, requests, demands,
waivers and other communications will be deemed to have been received (w) if by personal delivery, on the day of such delivery, (x) if
by certified or registered mail, on the fifth Business Day after the mailing thereof, (y) if by next-Business Day or overnight mail or
delivery, on the day delivered or (z) if by email prior to 5:00 p.m. at the place of receipt, on the day on which such email was sent,
provided that a copy is also sent by certified or registered mail.


 


Section 5.08 Reorganizations. Nothing
in this Agreement shall prevent the Company from effecting, and the Parties to this Agreement hereby authorize the Company or any of
its Subsidiaries with the approval of the Board to effect, any recapitalization, corporate reorganization, “corporate
inversion” involving the creation of one or more holding companies and/or holding company subsidiaries, or similar transaction
(any such transaction, a “Reorganization”). The provisions of this Agreement shall apply, to the full extent set
forth herein, with respect to any Company Shares or other Equity Interests of the Company or any of its Subsidiaries, or any
successor or assign of the Company (whether by merger, consolidation, sale of assets, business combination or otherwise) that may be
issued in respect of, in exchange for, or in substitution of such Company Shares and shall be appropriately adjusted for any share
dividends, splits, reverse splits, combinations, recapitalizations, and the like occurring after the date hereof. If the Board
approves any such Reorganization, each Principal Shareholder agrees to consent to and raise no objection to such Reorganization, and
to take all actions determined by the Board to be necessary and appropriate in connection with the consummation of such
Reorganization.


 






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Section 5.09 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile or electronic transmission in portable
document format (.pdf), each of which shall be deemed an original.


 


Section 5.10 Severability. In
the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal,
or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect
and of the remaining provisions contained herein shall not be in any way impaired thereby.


 


Section 5.11 Amendment and Waiver.
This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent
of each of the Company, the Minority Representative and Liaison; provided, however, that any such amendment that would disproportionately,
materially and adversely affect the rights of any other Principal Shareholder shall not to that extent be effective without the written
consent of such other Principal Shareholder. Each Party (including the Newegg Shareholders) agree to be bound by any amendment or waiver
made in compliance with the prior sentence. No waiver of any breach shall be deemed to be a further or continuing waiver of such breach
or a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any Party to exercise,
and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at Law or in equity, shall
operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other
or further exercise thereof, or the exercise of any other right, power or remedy. Notwithstanding the foregoing, any amendment or modification
hereto solely to add or remove parties to this Agreement as a result of Transfers permitted and in accordance with the terms of this Agreement
shall not require the consent of any party hereto. At any time hereafter, Permitted Transferees may be made Parties in accordance with
the provisions of this Agreement and by executing a signature page in the form attached as Exhibit A hereto, which signature page
shall be countersigned by the Company and shall be attached to this Agreement and become a part hereof without any further action of any
other Party.


 


Section 5.12 Tax Withholding.
The Company shall be entitled to require payment in cash or deduction from other amount payable to any Principal Shareholder of any sums
required by federal, state, or local tax Law to be withheld with respect to the issuance, vesting, exercise, repurchase, or cancellation
of any Company Shares or any option to purchase any Company Shares.


 


Section 5.13 Entire Agreement.
This Agreement, together with any executed Joinders, constitutes the entire agreement of the Parties with respect to the subject matter
hereof.


 




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Section 5.14 Legends. To the
extent the Company Shares are certificated at any time, each certificate representing Company Shares from time to time owned by the Principal
Shareholders shall bear a legend substantially as follows:


 


“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL AND OTHER RESTRICTIONS. THESE SHARES SHALL NOT BE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THAT CERTAIN SHAREHOLDERS AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS.”


 


Article
VI.


 


DEFINITIONS


 


Capitalized undefined terms used herein shall have the same
meaning ascribed to them in the amended and restated memorandum and articles of association of the Company. For purposes of this Agreement,
the following terms shall have the respective meanings set forth below:


 


“Affiliate” means,
with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person; provided that no Shareholder shall
be deemed an Affiliate of any other Shareholder solely by reason of their investment in the Company.


 


“Board” means the board
of Directors of the Company or the Directors present at a duly convened meeting of the Directors at which a Board Quorum is present.


 


“Business Day” means
a weekday on which banks are generally open for business in the British Virgin Islands other than a Saturday, Sunday or other day on which
banking institutions in New York, New York or the People’s Republic of China or British Virgin Islands are required or authorized
by Law or executive order to be closed.


 


“Company Shares” means
the Company’s Common Shares (formerly known as Class A Common Shares).


 


“Control” or “Controlled”
means, as for any Person, the possession, directly or indirectly of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Director” means those
persons holding office as directors of the Company from time to time.


 


“Equity Interests”
means any shares or capital shares of or other type of equity interest in a Person, including any restricted shares, warrants, options
or other securities to purchase capital shares or other types of equity interests.


 


“Exchange Act” means
the Exchange Act of 1934, and the rules and regulations promulgated thereunder.


 




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“Excluded Issuance”
means (i) any Equity Interests issued as share dividends, or pursuant to share splits, recapitalization or other similar events that do
not adversely affect the proportionate amount of the Company Shares held by the Principal Shareholders, (ii) Company Shares issuable to
officers, employees, directors, managers or independent contractors of the Company or any of its Subsidiaries pursuant to warrants, options,
notes or other rights to acquire securities of the Company issued pursuant to any stock option or any similar equity incentive plan of
the Company approved by the Board; and (iii) Equity Interests issued pursuant to acquisitions or strategic transactions approved by a
majority of the disinterested directors of the Company provided that any such issuance shall only be to a Person (or to the equity holders
of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with
the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing Equity Interests primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities.


 


“Fair Market Value” means the fair market value determined
in good faith by the Board.


 


“GAAP” means United States generally accepted
accounting principles.


 


“Governmental Entity” means
any national, federal, provincial, state, county, township, municipal, local or foreign government, or any legislature,
administrative or regulatory authority, agency, commission, board, bureau, branch, department, division, court, tribunal,
magistrate, justice, multi-national organization, quasi-governmental body, or other similar recognized organization, body or
instrumentality of any federal, state, county, township, municipal, local or foreign government or any other similar recognized
organization, body or instrumentality exercising similar powers or authority.


 


“Holder” means each holder of Locked Up
Securities.


 


“Law” means any law
(statutory, common or otherwise), constitution, treaty, convention, statute, ordinance, code, rule, regulation, standard, judgment, order,
writ, injunction, ruling, decree, decision, arbitration award, agency requirement or other similar authority enacted, adopted, promulgated,
entered or applied by any Governmental Entity.


 


“Locked Up Securities”
means all Company Shares held by the Principal Shareholders.


 


“Minority Representative”
means the representative selected by the Newegg Shareholders holding a majority of the total voting interests represented by the Company
Shares held by the Newegg Shareholders, subject to removal and reselection by such Newegg Shareholders from time to time. The initial
Minority Representative shall be Fred Chang.


 


“Percentage Interest”
means, with respect to any Principal Shareholder, the percentage derived by dividing (i) the number of Company Shares owned by
such Principal Shareholder, by (ii) total number of the then outstanding Company Shares held by all Principal Shareholders.


 


“Permitted Transferee”
means any Affiliate Transferee or any Transferee that has received Company Shares from any Principal Shareholder in accordance with Section
1.03 (Right of First Refusal).


 




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“Person” means individuals,
corporations, trusts, the estates of deceased individuals, partnerships, limited liability companies, unincorporated associations of persons
and other legal entities.


 


“Pro Rata Share” means
for purposes of Section 1.03 (Right of First Refusal), the percentage which corresponds to the ratio which each ROFR Shareholder’s
Percentage Interest bears to the total Percentage Interests of all ROFR Shareholders exercising their ROFR Right.


 


“Public Offering”
means an offering of Company Shares pursuant to a registration statement filed with the SEC where such Company Shares will be listed on
the New York Stock Exchange, the NASDAQ Global Market, the NASDAQ Capital Market, or any other internationally recognized stock exchange.


 


“Representatives” as
to any Person, means such Person’s directors, officers, employees, Affiliates, consultants, financial advisors, financial sources,
attorneys and accountants or agents.


“SEC” means the Securities and Exchange
Commission of the United States. “Securities Act” means the Securities Act of 1933, and the rules and regulations


promulgated thereunder.


 


“Subsidiary” of any
specified Person means another Person, 50% or more of the total combined voting power of all classes of Equity Interests or other voting
interests of which, or 50% or more of the Equity Interest of which, is owned directly or indirectly by such specified Person.


 


“Transfer” means any
direct or indirect sale, bequest, exchange, assignment, gift, transfer, pledge, creation of any security interest or other encumbrance,
and any other disposition of any kind (whether with or without consideration and whether voluntary or involuntary or by operation of Law)
affecting title to or possession of any Company Shares.


 




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EXHIBIT A


 


FORM OF JOINDER


 


By execution of this joinder, the undersigned
agrees to become a party to, be bound by the obligations of, and receive the benefits of, a Permitted Transferee as defined in and pursuant
to the Newegg Inc. Amended and Restated Shareholders Agreement, dated as of [●], 202[●], by the parties thereto, as amended
from time to time thereafter.


 


	 	 
	 	[Name of Permitted Transferee]
	 	 	 
	 	Address:
	 	 
	 	 
	 	 	 
	 	Acknowledged and accepted by: Newegg Inc.
	 	 	 
	 	By:	                  
	 	Name: 	 
	 	Title:	 


 


 


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