Exhibit 10.4


 


SECOND AMENDMENT TO


REVOLVING CREDIT AND SECURITY AGREEMENT
AND CONSENT


 


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 following
facts:


 


RECITALS


 


A. The
parties to this Amendment have entered into a Revolving Credit and Security Agreement, dated as of July 27, 2018, as amended by
a First Amendment to Revolving Credit and Security Agreement dated as of March 4, 2019 (collectively, the “Credit Agreement”),
pursuant to which the Lenders provide certain credit facilities to Borrowers.


 


B. The
parties wish to amend the Credit Agreement to exclude from the definition of Capitalized Lease Obligation operating leases that
are required to be capitalized for financial reporting purposes in accordance with GAAP pursuant to Accounting Standards Codification
Topic 842 issued by the Financial Accounting Standards Board.


 


C. The
parties also wish to provide in this Amendment for the Required Lenders’ consent to Newegg’s proposed sale and leaseback transaction
with EverWest Fund Advisors, LLC (“Buyer”) and/or certain subsidiaries or affiliates of Buyer involving Newegg’s
warehouse property located at 17708-17738 Rowland Street, City of Industry, CA (the “Property” and such transaction,
the “Sale/Leaseback Transaction”).


 


NOW, THEREFORE, the parties hereby agree as follows:


 


1. Defined Terms. All
capitalized terms used in this Amendment (including, without limitation; in the recitals hereto) without definition shall
have the respective meanings specified for such terms in the Credit Agreement.


 


2. Amendment
of Definition of Capitalized Lease Obligation. Section 1.2 of the Credit Agreement is hereby amended by amending and restating
the definition of “Capitalized Lease Obligation” so that it reads in full as follows:


 


“Capitalized
Lease Obligation” shall mean any Indebtedness of any Borrower or any Subsidiary of any Borrower represented by obligations
under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP other than an operating
lease that is required to be capitalized for financial reporting purposes in accordance with GAAP pursuant to Accounting Standards
Codification Topic 842 issued by the Financial Accounting Standards Board.


 






     


     


    

 


3. Consent to Sale/Leaseback. The Required
Lenders hereby consent to Newegg’s consummation of the Sale/Leaseback Transaction.


 


4. Landlord Waiver. Within thirty (30) days
after the closing date of theSale/Leaseback Transaction, Newegg shall cause Buyer (or an affiliate or subsidiary of Buyer, to
the extent such affiliate or subsidiary is the “Landlord” named in that certain Industrial Lease providing for Newegg’s
lease of the Property in connection with, and as part of, the Sale/Leaseback Transaction), to execute and deliver to Collateral
Agent a landlord waiver in favor of, and in form and substance reasonably satisfactory to, Collateral Agent with respect to the
warehouse property subject to the Sale/Leaseback Transaction.


 


5. Amendment Fee. In consideration of
the agreement of the Required Lenders to enter into this Amendment and to provide Borrowers the accommodations hereunder, on
the effective date of this Amendment, Borrowers shall pay to Administrative Agent, for the ratable benefit of the Lenders, a
one-time amendment fee of $3,000.


 


6. Conditions Precedent. The effectiveness
of this Amendment shall be subject to the prior satisfaction of each of the following conditions:


 


		(a)	This Amendment. Agent shall have received this Amendment,
duly executed by Borrowers, the Agents and the Required Lenders;



 


		(b)	Acknowledgment of Guarantors. The Guarantors shall
have signed the Acknowledgment of Guarantors attached to this Amendment;



 


		(c)	Receipt of Sale/Leaseback Transaction Documents.
Administrative Agent shall have received a copy of the final, fully executed documents relating to the Sale/Leaseback Transaction;
and



 


		(d)	Use of Proceeds of Sale/Leaseback Transaction. Newegg
shall utilize the proceeds of the Sale/Leaseback Transaction to repay in full Newegg’s real estate loan Indebtedness to
Preferred Bank in the approximate outstanding principal amount of $13,000,000.



 


 7. Miscellaneous.


 


A. Survival of Representations and
Warranties. All representations and warranties made in the Credit Agreement or in any Other Document shall survive the
execution and delivery of this Amendment.


 






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B. References
to the Credit Agreement. The Credit Agreement, each of the Other Documents, and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Credit Agreement
as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit
Agreement as amended by this Amendment.


 


C. Credit
Agreement Remains in Effect. The Credit Agreement and the Other Documents remain in full force and effect and Borrowers ratify
and confirm their agreements and covenants contained therein.


 


D. Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment, and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


E. Counterparts.
This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same instrument. Delivery of an


 


F. Headings.
The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


G. Expenses
of Administrative Agent. Borrowers agree to pay on demand all costs and expenses reasonably incurred by Administrative Agent
in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the costs and fees
of legal counsel to Administrative Agent.


 


H. NO
ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


[Rest of page
intentionally left blank; signature pages follow]


 






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IN WITNESS WHEREOF, the parties have entered into this Amendment
by their respective duly authorized officers as of the date first above written.


 


	 	BORROWERS:
	 	 
	 	NEWEGG INC.,
	 	a Delaware corporation
	 	 
	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


	 	NEWEGG NORTH AMERICA INC., 
	 	a Delaware corporation
	 	 
	 	By:	/s/ ROBERT CHANG
	 	Name:  	ROBERT CHANG
	 	Title:	C.F.O


 


	 	NEWEGG.COM AMERICAS INC., 
	 	a Delaware corporation
	 	 
	 	By:	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O



 


	 	NEWEGG CANADA INC., 
	 	an Ontario corporation
	 	 
	 	By:	/s/ ROBERT CHANG
	 	Name:  	ROBERT CHANG
	 	Title: 	C.F.O


 


Second Amendment to Revolving Credit and
Security Agreement and Consent


 






     


     


    

 


	 	BORROWERS
    (CONTINUED):
	 	 
	 	NEWEGG BUSINESS INC.,
    
	 	a Delaware corporation



 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O



 


	 	OZZO
    INC.,
	 	a Delaware corporation



 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


	 	MAGNELL
    ASSOCIATE, INC., 
	 	a California corporation



 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


	 	ROSEWILL
    INC., 
	 	a Delaware corporation



 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


Second Amendment to Revolving Credit and Security Agreement
and Consent


 






     


     


    

 


	 	BORROWERS (CONTINUED):
	 	 
	 	NEWEGG MARKETPLACE INC., 
	 	a Delaware corporation


 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


	 	INOPC,
    INC.,
	 	an Indiana corporation


 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


	 	CAOPC, INC.,
	 	a California corporation


 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


	 	NJOPC, INC.,
	 	a New Jersey corporation


 


	 	By: 	/s/ ROBERT CHANG
	 	Name: 	ROBERT CHANG
	 	Title: 	C.F.O


 


Second Amendment to Revolving Credit and Security Agreement
and Consent


 






     


     


    

  


	 	BORROWERS:
	 	 	 
	 	NEWEGG LOGISTICS SERVICES INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    ROBERT CHANG
	 	Name:	ROBERT CHANG
	 	Title:	C.F.O


 


Second Amendment to Revolving Credit and
Security Agreement and Consent


 




     


     


    

  


	 	EAST WEST BANK
	 	as Administrative Agent and as a Lender
	 	 	 
	 	By:	/s/ Linda Lee
	 	 	Linda Lee
	 	 	First Vice President


 


Second Amendment to Revolving Credit and
Security Agreement and Consent


 




     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Collateral Agent and as a Lender
	 	 	 
	 	By:	/s/ Christopher S. Calice
	 	Name:  	Christopher S. Calice
	 	Title:	Vice President


 


Second Amendment to Revolving Credit and
Security Agreement and Consent


 




     


     


    

  


	 	PREFERRED BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Christopher S. Calice
	 	Name:  	Christopher S. Calice
	 	Title:	SVP


 


Second Amendment to Revolving Credit and
Security Agreement and Consent


 




     


     


    

  


ACKNOWLEDGMENT OF GUARANTORS


 


The undersigned (collectively, the “Guarantors”)
hereby acknowledge and agree to the amendments to the Revolving Credit and Security Agreement (the “Credit Agreement)
contained in the attached Second Amendment to Revolving Credit and Security Agreement and Consent (the “Amendment”),
acknowledge and reaffirm their respective obligations owing to the Agents and the Lenders under their respective Guaranties, and
agree that their respective Guaranties are and shall remain in full force and effect with respect to the Obligations under the
Credit Agreement, as amended by the Amendment. Although the Guarantors have been informed of the matters set forth herein and
have acknowledged and agreed to the same, the Guarantors understand that neither any Agent nor any Lender has any obligation to
inform the Guarantors of such matters in the future nor any obligation to seek the Guarantors' acknowledgement or agreement to
future amendments to the Credit Agreement, and nothing herein shall create such a duty. All capitalized terms used in this Acknowledgment
of Guarantors without definition shall have the respective meanings set forth for such terms in the Credit Agreement, as amended
by the Amendment.


 


	NEWEGG ENTERPRISES LLC.,	 
	a Delaware limited liability corporation	 
	 	 	 
	By:	/s/
    ROBERT CHANG	 
	Name:	ROBERT CHANG	 
	Title:	C.F.O	 
	 	 	 
	NEWEGG TECH, INC.,	 
	a Delaware corporation	 
	 	 	 
	By:	/s/
    ROBERT CHANG	 
	Name:	ROBERT CHANG	 
	Title:	C.F.O	 
	 	 	 
	CHIEFVALUE.COM, INC.,	 
	a New Jersey corporation	 
	 	 	 
	By:	/s/
    ROBERT CHANG	 
	Name:	ROBERT CHANG	 
	Title:	C.F.O	 


 


Acknowledgment of Guarantors


 




     


     


    

 


	NUTREND AUTOMOTIVE, INC.,	 
	a Delaware corporation	 
	 	 	 
	By:	/s/
    ROBERT CHANG	 
	Name:	ROBERT CHANG	 
	Title:	C.F.O	 
	 	 	 
	TNOPC, INC.,	 
	a Tennessee corporation	 
	 	 	 
	By:	/s/
    ROBERT CHANG	 
	Name: 	ROBERT CHANG	 
	Title:	C.F.O	 


 


Acknowledgment of Guarantors