EX-10.16 21 d637426dex1016.htm EX-10.16 EX-10.16

Exhibit 10.16

JOINDER AGREEMENT

This joinder agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Additional Purchaser”) in accordance with Section 1.3 of that certain Preferred Share Purchase Agreement, dated as of August 2, 2018 (the “SPA”), by and between ECMOHO Limited (the “Company”) and each of the investors listed on Exhibit A thereto (the “Purchasers”), as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the SPA.

By executing and delivering this Joinder Agreement, the Additional Purchaser hereby: (i) joins in and becomes a party to the SPA and, subject to and effective as of the Second Closing therewith, to the Investor Rights Agreement dated as August 7, 2018 by and between the Company and each of the investors listed therein, as may be amended (the “IRA”), and further acknowledges, agrees and confirms that the undersigned shall be bound by and subject to the terms and conditions of each of such agreements as an Additional Purchaser and, as applicable, as a Purchaser, for all intents and purposes under the SPA, and as a Purchaser or all intents and purposes under the IRA; (ii) without derogating from the generality of the foregoing, the undersigned Additional Purchaser shall deliver to the Company, all documentation and certificates to be delivered to the Company following the Second Closing or in connection therewith, as set forth in the SPA; and (iii) represents and warrants to the Company, and acknowledges that the Company is entering into this Joinder Agreement (and, consequently, into the SPA and IRA) therewith in reliance that the representations and warranties set forth in Article III of the SPA are true and correct in respect of the undersigned Additional Purchaser and its respective investment in the Company, and shall be true and correct as of the Second Closing therewith as if made on such Second Closing.

Attached hereto is the updated Exhibit A to the SPA, reflecting the Shares to be issued against payment at the Second Closing.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement, to become effective as of the date on which the Company countersigns this Joinder Agreement.

 

VOYAGER ADVISORS LIMITED:

    

By:  

/s/ Kang, YAo - HUA

Name:  

Kang, YAo - HUA

  (print)
Title:  

Director

Address: Unit 11-13, 26/F, Asia Trade Ctr
               79 Lei Muk Road, Kwai Chung, NT, HK

 

ACCEPTED AND ACKNOWLEDGED:

 

ECMOHO LIMITED

By:  

/s/ Qingchun Zeng

Name:  

Qingchun Zeng

  (print)
Title:  

Director

Date: September 6, 2018

[Signature Page to Joinder Agreement]

 

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EXHIBIT A

SCHEDULE OF PURCHASERS

 

Purchaser

  

Address of

Purchaser

  

Type of

Share

   Number of
Shares
     Price Per
Share
     Purchase
Price
 

Delta Capital

Growth Fund II,

LLC

  

392 Jian Guo

West Road,

Shanghai,

China

  

Series A Sale

Shares

  

 

1,587,783

 

  

US$

2.834140

 

  

US$

4,500,000

 

李水蓮   

台灣省桃園市

蘆竹區南祥路

133 19,

郵遞區號

33854

  

Series A Sale

Shares

     1,587,783      US$ 2.834140      US$ 4,500,000  

VOYAGER

ADVISORS

LIMITED

  

Unit 11-13,

26/F, Asia

Trade Ctr,

 

79 Lei Muk

Road, Kwai

Chung, NT

 

Hong Kong

  

Series A Sale

Shares

  

 

705,681

 

  

US$

2.834140

 

  

US$

2,000,000

 

 

3