Common use of VIE Agreements Clause in Contracts

VIE Agreements. To the Knowledge of the Sellers, the Company or its applicable Subsidiary that is a party to each of the agreements described under the caption “Corporate History and Structure—Our Corporate Structure—Contractual Arrangements with MecoxLane Information and its Shareholders, Contractual Arrangements with MecoxLane Shopping and its Shareholders and Contractual Arrangements with Rampage Shopping and its Shareholders” in the Registration Statement (collectively, the “VIE Agreements”) has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its respective obligations under the VIE Agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability and except as disclosed in the Registration Statement. To the Knowledge of the Sellers, the execution and delivery by the Company’s Subsidiaries, each of the entities listed in Exhibit D (each a “VIE Entity”), and the shareholders of each VIE Entity of, and the performance by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity of their respective obligations under, each of the VIE Agreements and the consummation by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity of the transactions contemplated therein did not and does not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any of the agreements set forth in Section 3.18 of the Disclosure Schedule, which to the Knowledge of the Sellers are all of the indentures, mortgages, deeds of trust, leases, loan agreements or other agreement or instruments relating to the corporate structure of the Company’s Subsidiaries and VIE Entities to which the Company, its Subsidiaries, the VIE Entities or the shareholders of each VIE Entity, as the case may be, are a party; (ii) result in any violation of the provisions of the constitutional documents or business licenses of the Company, any of its Subsidiaries or the VIE Entities, as the case may be; or (iii) except as disclosed in the Registration Statement, result in any violation of any PRC Law or any order, rule or regulation of any PRC Governmental Authority having jurisdiction over the Company, its Subsidiaries, the VIE Entities, the shareholders of each VIE Entity or any of their properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

VIE Agreements. To the Knowledge of the Sellers, the Company or its applicable Subsidiary that is a Each party to each of the agreements described under the caption “Corporate History and Structure—Our Corporate Structure—Contractual Arrangements with MecoxLane Information and its Shareholders, Contractual Arrangements with MecoxLane Shopping and its Shareholders and Contractual Arrangements with Rampage Shopping and its ShareholdersOur Affiliated Consolidated Entities” in the Registration Statement Statement, Preliminary Prospectuses and Prospectus relating to our corporate structure (collectively, the “VIE Agreements”) has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its respective obligations under the VIE Agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability and except as disclosed in the Registration Statement, Preliminary Prospectuses and Prospectus. To the Knowledge of the Sellers, the The execution and delivery by the Company’s Subsidiaries, each of the subsidiaries, the variable interest entities listed in Exhibit D (each a “VIE Entity”), and the shareholders of each VIE Entity variable interest entity of, and the performance by each of the Company’s Subsidiariessubsidiaries, the VIE Entities variable interest entities and the shareholders of each VIE Entity variable interest entity of their respective obligations under, each of the VIE Agreements and the consummation by each of the Company’s Subsidiariessubsidiaries, the VIE Entities variable interest entities and the shareholders of each VIE Entity variable interest entity of the transactions contemplated therein did not, do not and does not will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any of the agreements set forth in Section 3.18 of the Disclosure Scheduleindenture, which to the Knowledge of the Sellers are all of the indenturesmortgage, mortgages, deeds deed of trust, leaseslease, loan agreements agreement or other agreement or instruments relating to the corporate structure of the Company’s Subsidiaries and VIE Entities instrument to which the Company, its Subsidiariesthe subsidiaries, the VIE Entities variable interest entities or the shareholders of each VIE Entityvariable interest entity, as the case may be, are a partyparty or by which the Company, the subsidiaries, the variable interest entities and the shareholders of each variable interest entity are bound or to which any of the properties or assets of the Company, the subsidiaries, the variable interest entities or the shareholders of each variable interest entity are subject; (ii) result in any violation of the provisions of the constitutional constitutive documents or business licenses of the Company, Company or any of its Subsidiaries the subsidiaries or the VIE Entitiesvariable interest entities, as the case may be; or (iii) except as disclosed in the Registration Statement, result in any violation of any PRC Law statute or any order, rule or regulation of any PRC Governmental Authority governmental agency having jurisdiction over the Company, its Subsidiariesthe subsidiaries, the VIE Entitiesvariable interest entities, the shareholders of each VIE Entity variable interest entity or any of their properties, except, in the case of clauses clause (i) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

VIE Agreements. To the Knowledge Each of the SellersVIE Parties, the Company or its applicable Subsidiary that is a party to each of the agreements described under the caption “Corporate History and Structure—Our Corporate Structure—Contractual Arrangements with MecoxLane Information and its Shareholdersas applicable, Contractual Arrangements with MecoxLane Shopping and its Shareholders and Contractual Arrangements with Rampage Shopping and its Shareholders” in the Registration Statement (collectively, the “VIE Agreements”) has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its their respective obligations under the Exclusive Technical Consulting and Services Agreement (2013), the Equity Option Agreements (February 2013), the Equity Interest Pledge Agreements (February 2013), the Trustee Arrangement Letters (18 September 2012), and the Loan Agreements (September 2012), entered into by and among Beijing Tapjoy, Tapjoy Wireless, [***] and/or the Company, as the case may be (collectively, the “VIE Agreements Agreements”) and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has have authorized, executed and delivered, each of the VIE Agreements; and each . Each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its termsand is enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, reorganization moratorium or similar laws of general applicability Applicable Laws affecting creditors’ creditor’s rights or by equitable principles relating relation to enforceability and except as disclosed in the Registration Statementenforceability. To the Knowledge of the Sellers, the The execution and delivery by the Company’s Subsidiaries, each of the entities listed in Exhibit D (each a “VIE Entity”), and the shareholders of each VIE Entity ofParties, and the performance by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity Parties of their respective obligations under, each of the VIE Agreements to which he, she, or it is a party, and the consummation by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity Parties of the transactions contemplated therein did not, does not and does not will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any of the agreements set forth in Section 3.18 of the Disclosure Scheduleindenture, which to the Knowledge of the Sellers are all of the indenturesmortgage, mortgages, deeds deed of trust, leaseslease, loan agreements agreement or other agreement or instruments relating instrument to the corporate structure which such VIE Party is a party or by which such VIE Party is bound or to which any of the Company’s Subsidiaries and properties or assets of such VIE Entities to which the Company, its Subsidiaries, the VIE Entities Party are subject or the shareholders of each VIE Entity, as the case may be, are a party; (ii) result in any violation of the provisions of the constitutional documents or business licenses of the Company, any of its Subsidiaries or the such VIE EntitiesParty, as the case may be; or (iii) except as disclosed in the Registration Statement, result in any direct violation of any statute of the PRC Law or any order, rule or regulation of any PRC Governmental Authority governmental agency having jurisdiction over the Company, its Subsidiaries, the such VIE Entities, the shareholders of each VIE Entity Party or any of its respective properties. The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of Beijing Tapjoy, through, among other things, its contractual rights to direct the Chinese Shareholders as to the exercise of their propertiesvoting rights. No consent, exceptapproval, authorization or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, other than registration of the pledge of Beijing Tapjoy’s equity with the relevant PRC governmental authority. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the case performance of clauses (i) and (iii)any of the terms or provisions of such VIE Agreement. There is no legal or governmental proceeding, as would not reasonably be expectedinquiry or to the Company’s Knowledge, individually investigation pending against the Company or any VIE Party in any jurisdiction challenging the aggregatevalidity of any of the VIE Agreements and, to have a Material Adverse Effect.the Company’s Knowledge, no such proceeding, inquiry or investigation is threatened or contemplated in any jurisdiction. For purposes hereof, “Chinese Shareholders” means [***], the registered shareholders of Beijing Tapjoy; “Beijing Tapjoy” means Beijing Tapjoy Information technology Co., Ltd./北京弹指乐信息技术有限公; “Tayjoy Wireless” means Tapjoy Wireless Application Technology (Beijing) Ltd./泰普悦无线应用科技（北京）有限公司; and “VIE Parties” means, collectively, Beijing Tapjoy, Tayjoy Wireless, [***] and the Company. ​ ​

VIE Agreements. To the Knowledge (A) The description of the Sellers, the Company or its applicable Subsidiary that is a party to each of the agreements described under the caption “Corporate History Related Party Transactions — Contractual Agreements with Beijing Leju, Shanghai Yi Xin and Structure—Our Corporate Structure—Contractual Arrangements with MecoxLane Information and its Shareholders, Contractual Arrangements with MecoxLane Shopping and its Shareholders and Contractual Arrangements with Rampage Shopping and its ShareholdersBeijing Jiajujiu (the consolidated VIEs)” in the Registration Statement listed on Appendix C hereto (collectively, the “VIE Agreements”) in the Registration Statement, General Disclosure Package and the Final Prospectus relating to our corporate structure, is true and correct in all material respects, and all material agreements relating to our corporate structure have been so disclosed. Each party to the VIE Agreements (the “VIE Party”, or collectively, the “VIE Parties”) has the legal right, power and authority authority, (corporate and other, as the case may be) to enter into and perform its respective obligations under the VIE Agreements to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has have authorized, executed and delivered, each of the VIE AgreementsAgreements to which it is a party; and each of the VIE Agreements in proper legal form under the laws of the PRC, constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its termsterms and does not violate any requirements of PRC laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting creditors’ rights or by equitable principles relating to enforceability and except as disclosed in the Registration Statement. To the Knowledge of the Sellers, the General Disclosure Package and the Final Prospectus. (B) The execution and delivery by the Company’s Subsidiaries, each of the entities listed in Exhibit D (each a “VIE Entity”), and the shareholders of each VIE Entity Party of, and the performance by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity Party of their respective obligations under, each of the VIE Agreements to which it is a party and the consummation by each of the Company’s Subsidiaries, the VIE Entities and the shareholders of each VIE Entity Party of the transactions contemplated therein did not, does not and does not will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any of the agreements set forth in Section 3.18 of the Disclosure Scheduleindenture, which to the Knowledge of the Sellers are all of the indenturesmortgage, mortgages, deeds deed of trust, leaseslease, loan agreements agreement or other agreement or instruments relating to the corporate structure of the Company’s Subsidiaries and VIE Entities instrument to which the Company, its Subsidiaries, the VIE Entities or the shareholders of each VIE EntityParty, as the case may be, are is a partyparty or by which the VIE Party is bound or to which any of the properties or assets of the VIE Party is subject; (ii) result in any violation of the provisions of the constitutional constitutive documents or business licenses license of the Company, any of its Subsidiaries or the VIE Group Entities, as the case may be; or (iii) except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, result in any violation of any PRC Law statute or any order, rule or regulation of any PRC Governmental Authority governmental agency having jurisdiction over the Company, its Subsidiaries, the VIE Entities, the shareholders of each VIE Entity Party or any of their properties. (C) To ensure the legality, exceptvalidity, enforceability or admissibility in evidence of each of the VIE Agreements in the case of clauses PRC, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC, except that (i) the exercise of the call options under the exclusive call option agreements listed as items 1.1, 2.1 and 3.1 in Appendix C hereto is subject to the approval of and/or registration with the PRC governmental agencies for the resulting equity transfer and (iii)ii) the registration of the equity pledge under the equity pledge agreements listed as items 1.4, as would not reasonably 2.4 and 3.4 in Appendix C hereto, which have been registered with the relevant government authorities; nor is it necessary that any stamp or similar tax be expected, individually paid on or in respect of any of the aggregateVIE Agreements, except that the exercise price for equity transfer and the service fees charged under the VIE Agreements may be subject to have a Material Adverse Effectthe re-assessment of the PRC tax authorities.