Newegg Inc. entered into a non-binding letter of intent to acquire Lianluo Smart Limited (NasdaqCM:LLIT) from Hangzhou Lianluo Interactive Information Technology Co.,Ltd (SZSE:002280) and others for approximately $150 million in a reverse merger transaction on May 11, 2020. Newegg Inc. entered into an agreement and plan of merger to acquire Lianluo Smart Limited (NasdaqCM:LLIT) from Hangzhou Lianluo Interactive Information Technology Co.,Ltd (SZSE:002280) and others in a reverse merger transaction on October 23, 2020. Upon completion of the merger, the Class B common shares of LLIT will be eliminated and LLIT will only have one class of securities, which will be referred to as common shares. The holder of all outstanding Class B common shares and warrants has elected to convert those shares into the same number of common shares and amend those warrants to be exercisable for the same number of common shares at the same aggregate exercise price, effective immediately prior to completion of the merger. Pursuant to the Merger Agreement, LLIT will issue approximately 363.3 million common shares to the Newegg stockholders as the merger consideration at an exchange ratio of one Newegg share for 5.84 LLIT shares. The completion of the share combination of the Lianluo's issued and outstanding common shares by a ratio of not less than one-for-two and not more than one-for-fifty no later than June 30, 2021, with the exact ratio to be set at a whole number within this range, as determined by the Lianluo board of directors in its sole discretion was approved. Post transaction, it is anticipated that Newegg's current stockholders will have an ownership interest of approximately 99.02%, and LLIT's existing shareholders will own approximately 0.98%, of the post-merger company. In addition, Lianluo Smart Limited will sell its equity holdings in Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd. to Beijing Fenjin Times Technology Development Co., Ltd. Concurrent with the closing of the merger and disposition, Lianluo Smart Limited will conduct a public offering of its common shares. Lianluo Smart Limited intends to change its name to "Newegg Commerce, Inc.", will carry forward the business of Newegg, and remain Nasdaq-listed under a new ticker symbol “NEGG”. The termination fee is set at $0.45 million and will be payable by the breaching party.

Upon completion of the merger, the Board of Directors, and officers of LLIT will be replaced by the Board of Directors and officers of Newegg. The consummation of the Restructure and the Financing are contingent on the closing of each other transaction and certain customary approvals and conditions. All consents or filings required to be obtained from or made with any governmental authority in order to consummate the transactions contemplated by this Agreement, shall have been obtained or made. Lianluo Smart Limited will seek its shareholders' approval of the Restructure as well as an amendment to its memorandum and articles of association to eliminate its dual class share structure, to effectuate a reverse share split if needed to meet Nasdaq's initial listing requirements, to increase the number of its authorized shares and to effectuate a name change. The deal is subject to satisfaction of NASDAQ initial listing requirements, certain third party consents, a registration statement on Form F-4 for the LLIT shares being issued as merger consideration being declared effective by the Securities and Exchange Commission (the "SEC"), resignation of directors and officers of Newegg, execution of lock up and support agreements, execution of employment agreement by LLIT, amendment in the charter of LLIT and the satisfaction or waiver of other customary closing conditions. The special meeting of Lianluo shareholders to approve transaction will be held on May 12, 2021. Restructure has been unanimously approved by the board of directors of LLIT. The Merger Agreement was also approved by all of the Board members of Newegg and adopted by a majority of holders of each class of outstanding capital stock of Newegg. The proposed Restructure has been unanimously approved by the special committee of Board of Directors of LLIT and the proposed Merger Agreement has been unanimously approved by the Special Committee of the Board of Directors of Newegg. As of May 12, 2021, shareholders of LLIT approved the transaction. The transaction is expected to be completed by May 31, 2021.

Benchmark Company, LLC acted as financial advisor and provided a fairness opinion to LLIT. Kevin (Qixiang) Sun of Bevilacqua PLLC acted as legal advisor for LLIT; and Anthony W. Basch of Kaufman & Canoles, P.C. acted as legal advisor to the Special Committee of LLIT. Joan Wu of Hunter Taubman Fischer & Li LLC acted as legal advisor to Newegg; and Gibson, Dunn & Crutcher LLP acted as legal advisor to the Special Committee of Newegg. Lianluo Smart paid $25,000 for fairness opinion and $165,000 for financial advisory. Continental Stock Transfer & Trust Company is acting as transfer agent of LLIT. Richard Hall of Conyers' Hong Kong office acted as legal advisor for Lianluo