Exhibit
10.12


 


FIRST
AMENDMENT TO

 REVOLVING CREDIT AND SECURITY AGREEMENT


 


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:


 


RECITALS


 


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


 


B.
The parties wish to amend the Credit Agreement to correct and modify the Investments negative covenant set forth in Section
7.4 of the Credit Agreement so that it permits the Borrowers to make Investments in Persons that are not Borrowers or Guarantors
in an aggregate amount during the term of the Credit Agreement of up to $30,000,000.


 


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 Investment Negative Covenant. Section 7.4 of the Credit Agreement is hereby amended and restated to
read in full as follows:


 


“7.4
Investments. Purchase or acquire obligations or Equity Interests of, or any other interest in, any Person, other than:
(a) Permitted Investments; (b) investments in the Equity Interests of Persons that are not Borrowers or Guarantors in an aggregate
amount during the term of this Agreement not to exceed $30,000,000; and (c) investments in the Equity Interests of Foreign Subsidiaries
of Borrowers in an aggregate amount in any fiscal year not to exceed $15,000,000, provided that (i) at the time of any
Investment under clause (b) or (c) above and after giving effect thereto Excess Availability is at least 20% of the Loan Cap and
(ii) so long as Borrowers satisfy the Transaction Conditions, if Borrowers make investments of the type described in clause (b)
or (c) above with Net Equity Proceeds, such investments shall not count toward the dollar limits set forth in such clauses to
the extent they are made with Net Equity Proceeds.”


 




     


     


    

 


3.
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 the Borrowers, the Agents and the Lenders; and


 


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


 


4.
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.


 


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.


 


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.


 


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of page intentionally left blank; signature pages follow]


 




    2


     


    

 


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/
    YueHPai 
	 	Name:	YueHPai
    (aka Robert) Chang
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	NEWEGG
    NORTH AMERICA INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu 
	 	Name:  	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	NEWEGG.COM
    AMERICAS INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	NEWEGG
    CANADA INC.,
	 	an
    Ontario corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	NEWEGG
    BUSINESS INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name: 	Jing
    (aka James) Wu
	 	Title:	President


 


First
Amendment to Revolving Credit and Security Agreement


 




     


     


    

 


	 	BORROWERS
    (CONTINUED):
	 	 	 
	 	NEWEGG
    BUSINESS INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu 
	 	Name:  	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	OZZO
    INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu 
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	MAGNELL
    ASSOCIATE, INC.,
	 	a
    California corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	ROSEWILL
    INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President


 


First
Amendment to Revolving Credit and Security Agreement


 




     


     


    

 


	 	BORROWERS
    CONTINUED:
	 	 	 
	 	NEWEGG
    MARKETPLACE INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu 
	 	Name:  	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	INOPC
    INC.,
	 	a
    Indiana corporation
	 	 	 
	 	By:	/s/
    Jing Wu 
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	CAOPC
    INC.,
	 	a
    California corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President
	 	 	 
	 	NJOPC
    INC.,
	 	a
    New Jersey corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    (aka James) Wu
	 	Title:	President


 


First
Amendment to Revolving Credit and Security Agreement


 




     


     


    

 


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


 


First
Amendment to Revolving Credit and Security Agreement


 




     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Collateral Agent and as a Lender
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 


First
Amendment to Revolving Credit and Security Agreement





 




     


     


    

 


	 	PREFERRED BANK,
	 	as a Lender
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 


 


First
Amendment to Revolving Credit and Security Agreement


 




     


     


    

 


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 First Amendment to Revolving
Credit and Security Agreement (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 company	 
	 	 	 
	By:	/s/
    Jing Wu	 
	Name:	Jing (aka James) Wu	 
	Title:	President	 
	 	 	 
	NEWEGG TECH INC.,	 
	a Delaware corporation	 
	 	 	 
	By:	/s/
    Jing Wu	 
	Name:	Jing (aka James) Wu	 
	Title:	President	 
	 	 	 
	CHIEFVALUE.COM, INC.,	 
	a New Jersey corporation	 
	 	 	 
	By:	/s/
    Jing Wu	 
	Name:	Jing (aka James) Wu	 
	Title:	President	 


 


Acknowledgment
of Guarantors


 




     


     


    

 


	NUTREND
    AUTOMOTIVE INC.,	 
	an
    Delaware corporation	 
	 	 	 
	By:	/s/
    Jing Wu	 
	Name:  	Jing
    (aka James) Wu	 
	Title:	President	 
	 	 	 
	TNOPC,
    INC.,	 
	a
    Tennessee corporation	 
	 	 	 
	By:	/s/
    Jing Wu	 
	Name:	Jing
    (aka James) Wu	 
	Title:	President	 


 


Acknowledgment
of Guarantors