Exhibit 10.11


 


GUARANTY
AND SURETYSHIP AGREEMENT


 


THIS
GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 27th
day of July 2018, by NEWEGG ENTERPRISES LLC, a Delaware limited liability company (“Newegg Enterprises”),
NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (“Newegg Tech”), CHIEFVALUE.COM,
INC., a New Jersey corporation (“ChiefValue”), NUTREND AUTOMOTIVE, INC., a Delaware corporation
(“NuTrend”) and TNOPC, Inc., a Tennessee corporation (“TNOPC” and together Newegg Enterprises,
Newegg Tech, Chief Value, NuTrend 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 “Administrative 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).


 


WHEREAS,
pursuant to that certain Revolving Credit and Security Agreement, dated as of the date hereof, by and among 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”), Newegg Business Inc., a Delaware corporation (“Newegg Biz”), OZZO Inc.,
a Delaware corporation “Ozzo”), Magnell Associate, Inc., a California corporation (“Magnell”),
Rosewill Inc., a Delaware corporation (“Rosewill”), Newegg Marketplace Inc., a Delaware corporation (“Newegg
Marketplace”), INOPC, INC., an Indiana corporation (“INOPC”), CAOPC, Inc., a California corporation
(“CAOPC”), NJOPC, Inc., a New Jersey corporation (“NJOPC”), and Newegg Logistics Services
Inc., a Delaware corporation (“Newegg Logistics”) (Newegg, Newegg NorAm, Newegg Americas, Newegg Canada, Newegg
Biz, Ozzo, Magnell, Rosewill, Newegg Marketplace, INOPC, CAOPC, NJOPC, Newegg Logistics and each Person joined to the below defined
Credit Agreement as a borrower from time to time, jointly and severally, collectively, “Borrowers,” and each,
a “Borrower”), the lenders from time to time party thereto (collectively, the “Lenders”), East
West as Administrative Agent, Sole Arranger, Book Runner and Syndication Agent, PNC Bank, National Association, as Collateral
Agent (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Credit
Agreement”), the Agents and the Lenders are willing to make certain loans and financial accommodations available to
the Borrowers from time to time pursuant to the terms and conditions thereof; and


 


WHEREAS,
each Guarantor is an Affiliate of the Borrowers and will indirectly benefit from the loans and financial accommodations extended
to the Borrowers by Agents and the Lenders.


 


NOW,
THEREFORE, each Guarantor, jointly and severally, hereby agrees in favor of the Administrative Agent, for the benefit of the
Secured Parties, as follows:


 


1. Guaranty
of Obligations. The Guarantors hereby, jointly and severally, unconditionally guarantee, and become surety for, the prompt
payment and performance of all “Obligations” as defined in the Credit Agreement owing by any Borrower at any time
(including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, joint or several, due or to become
due, now existing or hereafter arising, and all costs and expenses, including reasonable attorneys’ fees and disbursements,
incurred by Administrative Agent, on its behalf, on behalf of the Secured Parties in connection with the enforcement or collection
thereof, the enforcement of this Guaranty or any Other Documents made by any Guarantor in favor of Administrative Agent or any
Secured Party in connection with any of the foregoing (collectively, the “Obligations”). If any Borrower defaults
under any such Obligations (after giving effect to any applicable grace period), the Guarantors will, jointly and severally, pay
such amount due, to the Administrative Agent for the benefit of the Secured Parties.


 




     


     


    

 


 2. Nature of Guaranty; Waivers.




 


(a) This
is a guaranty of payment and not of collection and neither the Administrative Agent nor any Secured Party shall be required or
obligated, as a condition of any Guarantor's liability, to make any demand upon or to pursue any of its rights against any Borrower,
any other person, or to pursue any rights which may be available to it with respect to any other person who may be liable for
the payment of the Obligations.


 


(b) This
is an absolute, unconditional, irrevocable and continuing guaranty and, subject to the provisions of Section 3 hereof, will remain
in full force and effect until all of the Obligations (other than contingent indemnity obligations for which no claim has yet
been made) have been paid in full in cash or cash collateralized in accordance with the terms of the Credit Agreement, and the
commitments of the Secured Parties under the Credit Agreement have been terminated. This Guaranty will remain in full force and
effect even if there is no principal balance outstanding under the Obligations at a particular time or from time to time. This
Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Administrative Agent of any
other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Administrative
Agent to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other
Collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations
or any part thereof or any security or other guaranty thereof. The Guarantors’ obligations hereunder shall not be affected,
modified or impaired by any counterclaim, set-off recoupment, deduction or defense based upon any claim any Guarantor may have
(directly or indirectly) against any Borrower, the Administrative Agent or any Secured Party, except payment or performance of
the Obligations.


 


(c) Notice
of acceptance of this Guaranty, notice of extensions of credit to any Borrower from time to time, notice of default, diligence,
presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Administrative Agent's failure to
comply with the notice requirements under Sections 9-611 and 9-612 of the Uniform Commercial Code as in effect from time to time
are hereby waived. Each Guarantor waives, to the fullest extent permitted by Applicable Law, all defenses based on suretyship
or impairment of collateral.


 


(d) The
parties to the Credit Agreement and the Other Documents may, at any time and from time to time, without notice to or the consent
of any Guarantor, and without impairing or releasing, discharging or modifying the Guarantors’ liabilities hereunder, amend,
modify, waive or supplement such agreements and documents to (i) change the manner, place, time or terms of payment or performance
of or interest rates on, or other terms relating to, any of the Obligations; (ii) renew, substitute, modify, amend or alter, or
grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties;
(iii) apply any and all payments by whomever paid or however realized including any proceeds of any Collateral, to any Obligations
of any Borrower in such order, manner and amount as the Administrative Agent and the Secured Parties may determine in their sole
discretion; (iv) settle, compromise or deal with any other person, including any Borrower or any Guarantor, with respect to any
Obligations in such manner as the Administrative Agent and the Secured Parties deem appropriate in their sole discretion; (v)
substitute, exchange or release any security or guaranty; or (vi) take such actions and exercise such remedies hereunder as provided
herein.


 




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(e) Without
limiting any of the foregoing, each Guarantor waives, to the fullest extent permitted by Applicable Law (i) all rights and defenses
arising out of an election of remedies by Administrative Agent or any Secured Party, even though that election of remedies, such
as a nonjudicial foreclosure with respect to security for a guaranteed obligation, may destroy such Guarantor’s rights of
subrogation and reimbursement against any Borrower, any other guarantor or any other Person by the operation of Section 580(d)
of the California Code of Civil Procedure, any comparable statute, or otherwise and (ii) all rights and defenses that such Guarantor
may have because the Obligations are or become secured by real property, which means, among other things: (A) Administrative Agent
and Secured Parties may collect from such Guarantor without first foreclosing on any real property Collateral or personal property
Collateral pledged by any Borrower or any guarantor and (B) if Administrative Agent or any Secured Party forecloses on any real
property pledged by any Borrower or any guarantor: (1) the amount of the Obligations may be reduced only by the price for which
such real property is sold at the foreclosure sale, even if such real property is worth more than the sale price; and (2) Administrative
Agent and Secured Parties may collect from such Guarantor even if Administrative Agent or Secured Parties, by foreclosing on such
real property, have destroyed any right such Guarantor may have to collect from any Borrower or any other guarantor. The foregoing
is an unconditional and irrevocable waiver of any rights and defenses such Guarantor may have because the Obligations are secured
by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b,
580d or 726 of the California Code of Civil Procedure or any comparable statutes. As provided in Section 19, this Guaranty shall
be governed by, and construed in accordance with, the laws of the State of New York. The foregoing provisions are included solely
out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of California law
are in any way applicable to this Guaranty or the Obligations.


 


3. Repayments
or Recovery. If any demand is made at any time upon the Administrative Agent or any Secured Party for the repayment or
recovery of any amount received by it in payment or on account of any of the Obligations and if the Administrative Agent or any
Secured Party repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative
body or by reason of any settlement or compromise of any such demand, the Guarantors will be and remain liable hereunder for the
amount so repaid or recovered to the same extent as if such amount had never been received originally by the Administrative Agent
or such Secured Party. The provisions of this section will be and remain effective notwithstanding any contrary action which may
have been taken by any Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice
to the Administrative Agent’s and each Secured Party’s rights hereunder and will be deemed to have been conditioned
upon such payment having become final and irrevocable.


 


4. Keepwell.
If any Guarantor it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan
Party, such Guarantor hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all
Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment
and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying
Party to honor all of such Non-Qualifying Party’s obligations under the Credit Agreement or any Other Document in respect
of Swap Obligations (provided, however, that each Guarantor that is a Qualified ECP Loan Party shall only be liable under this
Section 4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section
4, or otherwise under this Guaranty or any Other Document, voidable under Applicable Law, including Applicable Law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Guarantor that is a Qualified
ECP Loan Party under this Section 4 shall remain in full force and effect until payment in full of the Obligations and termination
of this Guaranty and the Other Documents. Each Guarantor that is a Qualified ECP Loan Party intends that this Section 4 constitute,
and this Section 4 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other
agreement” for the benefit of each other Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the CEA.


 


5. Enforceability
of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy,
reorganization or similar proceeding for relief of debtors under Applicable Law will affect, modify, limit or discharge any Guarantor's
liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable
against each Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted.
Each Guarantor waives, to the fullest extent permitted by Applicable Law, all rights and benefits which might accrue to it by
reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or
discharge of the liability of any Borrower that may result from any such proceeding.


 




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Each
Guarantor expressly waives, to the fullest extent permitted by law, the effect of any statute of limitations or other limitations
on any actions under this Guaranty.


 


6. Events
of Default. The occurrence of any Event of Default (as defined in the Credit Agreement) shall be an “Event of
Default” hereunder. Upon the occurrence and continuance of any Event of Default, (a) on demand of the Administrative
Agent, the Guarantors shall, jointly and severally, pay to the Administrative Agent, for the benefit of the Secured Parties, the
amount of the Obligations; or (b) on demand of the Administrative Agent, the Guarantors shall immediately deposit with the Administrative
Agent, in U.S. dollars, all amounts due or to become due under the Obligations, and the Administrative Agent may at any time use
such funds to repay the Obligations; or (c) the Administrative Agent in its discretion may exercise with respect to any Collateral
any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code;
or (d) the Administrative Agent and the Secured Parties, in their discretion, may exercise from time to time any other rights
and remedies available to them at law, in equity or otherwise.


 


7. Right
of Setoff. In addition to all liens upon and rights of setoff against each Guarantor’s money, securities or other
property given to the Administrative Agent or any Secured Party by law, the Administrative Agent, for the benefit of the Secured
Parties, shall have, with respect to the Guarantors’ obligations under this Guaranty and to the extent permitted by Applicable
Law, a contractual possessory security interest in and a contractual right of setoff against, and each Guarantor hereby grants
the Administrative Agent, for the benefit of the Secured Parties, a security interest in, and hereby assigns, conveys, delivers,
pledges and transfers to the Administrative Agent, for the benefit of the Secured Parties, all of such Guarantor's right, title
and interest in and to, all of such Guarantor’s deposits, moneys, securities and other property now or hereafter in the
possession of or on deposit with, or in transit to, the Administrative Agent or any other direct or indirect affiliate or subsidiary
of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with
someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such
security interest and right of setoff may be exercised without demand upon or notice to any Guarantor. Every such right of setoff
shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of
the Administrative Agent or any Secured Party, although the Administrative Agent and the Secured Parties may enter such setoff
on their books and records at a later time.


 


8. Collateral.
This Guaranty is secured by the property described in that certain Pledge and Security Agreement, dated the date hereof, by
the Guarantors in favor of the Collateral Agent, and any other collateral security documents which any Guarantor executes and
delivers in favor of the Collateral Agent and by such other Collateral as previously may have been or may in the future be granted
to the Collateral Agent to secure any Obligations of the Guarantors or any of them.


 


9. Costs.
To the extent provided for in the Credit Agreement, if Administrative Agent or any Secured Party incurs any costs or expenses
in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys’ fees and the
costs and expenses of litigation, such costs and expenses will be due and payable in accordance with the terms of the Credit Agreement,
will be included in the Obligations and will, to the extent provided for in the Credit Agreement, bear interest from the incurring
or payment thereof at the Default Rate (as defined in the Credit Agreement).


 


10. Postponement
of Subrogation. Until all of the Obligations (other than contingent indemnity obligations for which no claim has yet been
made) have been paid in full in cash or cash collateralized in accordance with the terms of the Credit Agreement, and the commitments
of the Secured Parties under the Credit Agreement have been terminated, and are not subject to any right of revocation or rescission,
each Guarantor postpones and subordinates in favor of the Administrative Agent and the Secured Parties any and all rights which
such Guarantor may have to (a) assert any claim whatsoever against any Borrower based on subrogation, exoneration, reimbursement,
or indemnity or any right of recourse to security for the Obligations with respect to payments made hereunder, and (b) any realization
on any property of any Borrower, including participation in any marshalling of any Borrower's assets.


 




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11. Notices.
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (“Notices”)
must be in writing and shall be given in the manner set forth in Section 16.6 of the Credit Agreement.


 


12. Preservation
of Rights. No delay or omission on the Administrative Agent's or any Secured Party’s part to exercise any right
or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will
the Administrative Agent’s or any Secured Party’s action or inaction impair any such right or power. The Administrative
Agent’s and the Secured Parties’ rights and remedies hereunder are cumulative and not exclusive of any other rights
or remedies which such Secured Party may have under other agreements, at law or in equity. The Administrative Agent and the Secured
Parties may proceed in any order against any Borrower, any Guarantor or any other obligor of, or Collateral securing, the Obligations.
The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any rights or remedy
shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by Applicable Law, all
of which shall be cumulative and not alternative.


 


13. Illegality.
If any part of this Guaranty is contrary to, prohibited by, or deemed invalid under Applicable Laws, such provision shall
be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated
thereby and shall be given effect so far as possible.


 


14. Changes
in Writing. No modification, amendment or waiver of, or consent to any departure by any Guarantor from, any provision
of this Guaranty will be effective unless made in a writing signed by the Administrative Agent, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor
will entitle any Guarantor to any other or further notice or demand in the same, similar or other circumstance.


 


15. Entire
Agreement. This Guaranty (including the documents and instruments referred to herein), together with the Credit Agreement
and the Other Documents, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written
and oral, between the Guarantors and the Administrative Agent with respect to the subject matter hereof; provided, however, that
this Guaranty is in addition to, and not in substitution for, any other guarantees from any Guarantor to the Administrative Agent.


 


16. Successors
and Assigns. This Guaranty will be binding upon each Guarantor and their respective successors and assigns, and inure
to the benefit of the Administrative Agent, the Secured Parties and their respective successors and assigns. No Guarantor may
assign this Guaranty in whole or in part without the Administrative Agent's prior written consent and the Administrative Agent
and the Secured Parties may at any time assign their respective interests in this Guaranty in whole or in part as permitted by
the Credit Agreement.


 


17. Interpretation.
In this Guaranty, unless the Administrative Agent and the Guarantors otherwise agree in writing, the singular includes the
plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating,
amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the
words “including”, “includes” and “include” shall be deemed to be followed by the words “without
limitation”; and references to sections or exhibits are to those of this Guaranty. Section headings in this Guaranty are
included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. The obligations
of all Guarantors executing this Guaranty are joint and several.


 




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18. Indemnity.
Each Guarantor shall defend, protect, indemnify, pay and save harmless Administrative Agent, Issuer, each Secured Party and
each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”)
for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments,
suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including reasonable fees and disbursements
of counsel (including allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on,
incurred by, or asserted against any Indemnified Party arising out of or in any way relating to or as a consequence, direct or
indirect, of: (i) this Guaranty, the Other Documents, the Advances and other Obligations and/or the transactions contemplated
hereby and thereby; (ii) any action or failure to act or action taken only after delay or the satisfaction of any conditions by
any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of this Guaranty,
the Credit Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions
contemplated hereby; (iii) any Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements
or duties under or breach of any of the representations or warranties made in this Guaranty and the Other Documents; (iv) the
enforcement of any of the rights and remedies of Administrative Agent, Issuer or any Secured Party under this Guaranty, the Credit
Agreement and the Other Documents; (v) any threatened or actual imposition of fines or penalties, or disgorgement of benefits,
for violation of any Anti-Terrorism Law by any Borrower or Guarantor or any Affiliate or Subsidiary thereof; and (vi) any claim,
litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person
with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Guaranty,
the Credit Agreement or the Other Documents, whether or not Administrative Agent or any Secured Party is a party thereto. Without
limiting the generality of any of the foregoing, each Guarantor shall defend, protect, indemnify, pay and save harmless each Indemnified
Party from (x) any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in
any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims
which may be imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or
in connection with the Real Property, any Hazardous Discharge, the presence of any Hazardous Materials affecting the Real Property
(whether or not the same originates or emerges from the Real Property or any contiguous real estate), including any Claims consisting
of or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws and any loss
of value of the Real Property as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable
to any Hazardous Discharge resulting from actions on the part of Administrative Agent or any Secured Party. Each Guarantor’s
obligations under this Section 18 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property,
whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence
of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence
or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable
judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees
and disbursements of counsel) asserted against or incurred by any of the Indemnified Parties by any Person under any Environmental
Laws or similar laws by reason of any Borrower’s, any Guarantor’s or any other Person’s failure to comply with
laws applicable to solid or hazardous waste materials, including Hazardous Materials and Hazardous Waste, or other Toxic Substances.
Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Administrative Agent and/or any
of the Secured Parties individually or collectively, but including any intangibles taxes, stamp tax, recording tax or franchise
tax) shall be payable by Administrative Agent, Secured Parties or Borrowers on account of the execution or delivery of this Guaranty,
the Credit Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment
of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Guarantors will pay (or will
promptly reimburse Administrative Agent and Secured Parties for payment of) all such taxes, including interest and penalties thereon,
and will indemnify and hold the Indemnified Parties harmless from and against all liability in connection therewith.


 




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19. Governing
Law and Jurisdiction. This Guaranty and each Other Document (unless and except to the extent expressly provided otherwise
in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under
contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New
York, be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws
principles which would have the effect of applying the laws of any other jurisdiction. Any judicial proceeding brought by or against
any Guarantor with respect to any of the Obligations, this Guaranty, the Credit Agreement, the Other Documents or any related
agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution
and delivery of this Guaranty, each Guarantor accepts for itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Guaranty. Each Guarantor hereby waives personal service of any and all process upon it and consents that
all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent
at its address set forth in Section 16.6 of the Credit Agreement and service so made shall be deemed completed five (5) days after
the same shall have been so deposited in the mails of the United States of America, or, at Administrative Agent’s option,
by service upon Borrowing Agent which each Guarantor irrevocably appoints as such Guarantor’s agent for the purpose of accepting
service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by Applicable
Law or shall limit the right of Administrative Agent or any Secured Party to bring proceedings against any Guarantor or any Borrower
in the courts of any other jurisdiction. Each Guarantor waives any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Guarantor
waives the right to remove any judicial proceeding brought against such Guarantor in any state court to any federal court. Any
judicial proceeding by any Guarantor against Administrative Agent or any Secured Party involving, directly or indirectly, any
matter or claim in any way arising out of, related to or connected with this Guaranty or any related agreement, shall be brought
only in a federal or state court located in the County of New York, State of New York.


 


 20. Waiver of Jury Trial; Judicial Reference.




 


(a) JURY
TRIAL WAIVER. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY
OF THEM WITH RESPECT TO THIS GUARANTY, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.


 


(b) JUDICIAL
REFERENCE. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS COMMENCED OR MAINTAINED IN ANY COURT IN THE STATE OF CALIFORNIA WITH
RESPECT TO ANY CONTROVERSY, DISPUTE OR CLAIM (EACH, A “CONTROVERSY”) BETWEEN ANY OF THE PARTIES TO THIS GUARANTY
OR ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
AND THE WAIVER OF JURY TRIAL SET FORTH ABOVE IS NOT ENFORCEABLE, AND EACH PARTY TO SUCH ACTION DOES NOT SUBSEQUENTLY WAIVE IN
AN EFFECTIVE MANNER UNDER CALIFORNIA LAW ITS RIGHT TO A TRIAL BY JURY, THE PARTIES HERETO HEREBY ELECT TO PROCEED AS FOLLOWS:


 


(i) WITH
THE EXCEPTION OF THE ITEMS SPECIFIED IN CLAUSE (ii) BELOW, ALL CONTROVERSIES WILL BE RESOLVED BY A REFERENCE PROCEEDING IN ACCORDANCE
WITH THE PROVISIONS OF SECTIONS 638, ET SEQ. OF THE CALIFORNIA CODE OF CIVIL PROCEDURE (“CCP”), OR THEIR SUCCESSOR
SECTIONS, WHICH SHALL CONSTITUTE THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF ANY CONTROVERSY, INCLUDING WHETHER THE CONTROVERSY
IS SUBJECT TO THE REFERENCE PROCEEDING. EXCEPT AS OTHERWISE PROVIDED ABOVE, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN ANY
COURT IN WHICH VENUE IS APPROPRIATE UNDER APPLICABLE LAW (THE “COURT”).


 




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(ii) THE
MATTERS THAT SHALL NOT BE SUBJECT TO A REFERENCE ARE THE FOLLOWING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN
PERSONAL PROPERTY; (B) EXERCISE OF SELF HELP REMEDIES (INCLUDING SET-OFF); (C) APPOINTMENT OF A RECEIVER; AND (D) TEMPORARY, PROVISIONAL
OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS).
THIS GUARANTY DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES
(A) AND (B) OR TO SEEK OR OPPOSE FROM A COURT OF COMPETENT JURISDICTION ANY OF THE ITEMS DESCRIBED IN CLAUSES (C) AND (D). THE
EXERCISE OF, OR OPPOSITION TO, ANY OF THOSE ITEMS DOES NOT WAIVE THE RIGHT OF ANY PARTY TO A REFERENCE PURSUANT TO THIS GUARANTY.


 


(iii) THE
REFEREE SHALL BE A RETIRED JUDGE OR JUSTICE SELECTED BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES. IF THE PARTIES DO NOT AGREE WITHIN
TEN (10) DAYS OF A WRITTEN REQUEST TO DO SO BY ANY PARTY, THEN, UPON REQUEST OF ANY PARTY, THE REFEREE SHALL BE SELECTED BY THE
PRESIDING JUDGE OF THE COURT (OR HIS OR HER REPRESENTATIVE). A REQUEST FOR APPOINTMENT OF A REFEREE MAY BE HEARD ON AN EX PARTE
OR EXPEDITED BASIS, AND THE PARTIES AGREE THAT IRREPARABLE HARM WOULD RESULT IF EX PARTE RELIEF IS NOT GRANTED.


 


(iv) EXCEPT
AS EXPRESSLY SET FORTH IN THIS GUARANTY, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED
INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT
TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL
BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT THAT WHEN ANY PARTY SO REQUESTS, A COURT REPORTER WILL BE USED AT ANY HEARING CONDUCTED
BEFORE THE REFEREE, AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH A REQUEST SHALL
HAVE THE OBLIGATION TO ARRANGE FOR THE COURT REPORTER. SUBJECT TO THE REFEREE’S POWER TO AWARD COSTS TO THE PREVAILING PARTY,
GUARANTORS WILL PAY THE COST OF THE REFEREE AND ALL COURT REPORTERS.


 




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(v) THE
REFEREE SHALL BE REQUIRED TO DETERMINE ALL ISSUES IN ACCORDANCE WITH EXISTING APPLICABLE CASE LAW AND STATUTORY LAW. THE RULES
OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE COURT WILL BE APPLICABLE TO THE REFERENCE PROCEEDING. THE REFEREE SHALL BE
EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF, ENTER EQUITABLE ORDERS THAT WILL BE BINDING ON THE PARTIES AND RULE ON ANY
MOTION THAT WOULD BE AUTHORIZED IN A COURT PROCEEDING. THE REFEREE SHALL ISSUE A DECISION AT THE CLOSE OF THE REFERENCE PROCEEDING
WHICH DISPOSES OF ALL CLAIMS OF THE PARTIES THAT ARE THE SUBJECT OF THE REFERENCE. PURSUANT TO CCP SECTION 644, SUCH DECISION
SHALL BE ENTERED BY THE COURT AS A JUDGMENT OR AN ORDER IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT AND ANY
SUCH DECISION WILL BE FINAL, BINDING AND CONCLUSIVE. THE PARTIES RESERVE THE RIGHT TO APPEAL FROM THE FINAL JUDGMENT OR ORDER
OR FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE. THE PARTIES RESERVE THE RIGHT TO FINDINGS OF FACT, CONCLUSIONS
OF LAWS, A WRITTEN STATEMENT OF DECISION, AND THE RIGHT TO MOVE FOR A NEW TRIAL OR A DIFFERENT JUDGMENT, WHICH NEW TRIAL, IF GRANTED,
IS ALSO TO BE A REFERENCE PROCEEDING UNDER THIS PROVISION.


 


(vi) THE
PROVISIONS OF THIS SECTION 20(b) ARE INCLUDED OUT OF AN ABUNDANCE OF CAUTION AND NEITHER THE INCLUSION OF THIS SECTION 20(b),
NOR ANY REFERENCE TO CALIFORNIA LAW CONTAINED HEREIN SHALL BE DEEMED TO AFFECT OR LIMIT IN ANY WAY THE PARTIES’ CHOICE OF
NEW YORK LAW PURSUANT TO SECTION 19 HEREOF.


 


Each
Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, including the waiver of jury trial,
and has been advised by counsel as necessary or appropriate.


 


[signature
pages follow]


 






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WITNESS
the due execution hereof, as of the date first written above, with the intent to be legally bound hereby.


 


	 	GUARANTOR:
	 	 	 
	 	NEWEGG ENTERPRISES LLC,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    Wu
	 	Title:	President
	 	 	 
	 	NEWEGG TECH INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    Wu
	 	Title:	President
	 	 	 
	 	CHIEFVALUE.COM, INC.,
	 	a New Jersey corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    Wu
	 	Title:	President
	 	 	 
	 	NUTREND AUTOMOTIVE INC.,
	 	an Delaware corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    Wu
	 	Title:	President
	 	 	 
	 	TNOPC, INC.,
	 	a Tennessee corporation
	 	 	 
	 	By:	/s/
    Jing Wu
	 	Name:	Jing
    Wu
	 	Title:	President


 


Signature
Page to Guaranty and Suretyship Agreement


 






     


     


    

 





	ACCEPTED AND AGREED:	 
	 	 	 
	EAST WEST BANK,	 
	as Administrative Agent	 
	 	 	 
	By:	/s/
    Linda Lee	 
		Linda
    Lee	 
		First
    Vice President	 


 


Signature
Page to Guaranty and Suretyship Agreement