JOINDER AGREEMENT King & Wood Mallesons 13/F, Gloucester Tower, The Landmark 15 Queen’s Road Central Central Hong Kong T +852 3443 1000 F +852 3443 1299 www.kwm.com
Exhibit 99.3
| JOINDER AGREEMENT | ||||||||
|
King & Wood Mallesons 13/F, Gloucester Tower, The Landmark 00 Xxxxx’x Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxx T x000 0000 0000 F x000 0000 0000 xxx.xxx.xxx |
Details
| Buyer | Name | AOGANG International (Hong Kong) Corporation Limited | ||
| Incorporated in | Hong Kong | |||
| Address | Rm. 19C, Xxxxxxxx Ctr., 000-000 Xxxxxxxx Xx., Xxx Xxxx, Xxxx Xxxx | |||
| Fax | x00 000 0000 0000 | |||
| xxx@xxxxxx.xxx | ||||
| Attention | Director | |||
| Recitals | A | LightInTheBox Holding Co., Ltd. (the “Company”), Ceyuan Ventures II, L.P., Ceyuan Ventures Advisors Fund II, LLC (collectively, the “Ceyuan Investors”) and GSR Ventures III, L.P. (“GSR Investors”) and other parties thereto have executed the second amended and restated shareholders agreement dated 28 September 2010 (“Shareholders Agreement”). | ||
| B | Buyer, Ceyuan Investors and GSR Investors and other parties thereto has entered into the share purchase agreement dated 9 June 2015 (the “SPA”), pursuant to which (i) Buyer shall purchase from Ceyuan Investors and GSR Investors an aggregate number of 17,130,102 ordinary shares of the Company (the “Subject Ordinary Shares”) and (ii) Buyer is required to deliver a joinder agreement executed by Buyer to the effect that Buyer becomes a party to the Shareholders Agreement as an “Investor” as defined in the Shareholders Agreement.
| |||
| Governing law | Hong Kong
|
|||
| Date of agreement | 22 July 2015 | |||
| 2 |
General terms
| 1 | Definitions | |||
| Unless otherwise defined in this Joinder Agreement, the expressions used in this Joinder Agreement have the same meaning as those used in the Shareholders Agreement.
| ||||
| 2 | Buyer assumes rights and obligations | |||
| (a) | Buyer shall be entitled to exercise all of the rights, privileges and benefits and to bear all of the obligations and liabilities as an Investor and a Holder under the Shareholders Agreement with respect to the Subject Ordinary Shares. | |||
| (b) | Buyer undertakes with the Company and other parties to the Shareholders Agreement as from the signing date of this Joinder Agreement to be bound by the Shareholders Agreement.
| |||
| 3 | Address of Buyer for notices | |||
| For the purposes of the Shareholders Agreement, the address of Buyer to which all notices must be delivered in accordance with Section 12.6 (Notices) of the Shareholders Agreement is: | ||||
| Name |
Correspondence Address |
Fax and/or email |
Attention to: | |||||
| AOGANG International (Hong Kong) Corporation Limited | Aokang Industrial Park, Dongou Industrial District, Oubei Town, Yongjia County, Zhejiang Province, PRC | Fax: x00 000 0000 0000
Email: xxx@xxxxxx.xxx |
Director |
| 4 | Entire Agreement | |||
| With effect from the date of this Joinder Agreement, this Joinder Agreement together with the Shareholders Agreement shall be construed as one instrument, but in the event of any conflict between this Joinder Agreement and the Shareholders Agreement, the provisions of this Joinder Agreement shall prevail.
| ||||
| 5 | Governing law and Dispute Resolutions | |||
| Section 12.4 (Governing Law) and Section 12.5 (Dispute Resolution) of the Shareholders Agreement applies to this Joinder Agreement. | ||||
| 3 |
| 6 | Counterparts | |||
| This Joinder Agreement may be executed in any number of counterparts. All counterparts taken together will be taken to constitute one agreement.
| ||||
| 7 | Delivery of this Agreement | |||
| A copy of this Agreement shall be delivered to the Company and the other parties set forth below at the following electronic mail address. | ||||
| (a) | Company | |||
| (b) | Light In The Box Limited | |||
| (c) | Xxxxxxx Xxxxx Trade (Shenzhen) Co., Ltd. | |||
| (d) | Shenzhen Xxxxxxx Huitong Technologies Co., Ltd. | |||
| (e) | Xxxx Quji Guo | |||
| (f) | Wincore Holdings Limited | |||
| (g) | Xxxxx Xxxxx | |||
| (h) | Clinet Investments Limited | |||
| (i) | Xin (Xxxxxx) Wen | |||
| (j) | Vitz Holdings Limited | |||
| (k) | Xx Xxxxxxxx | |||
| (l) | Focus China Holdings Limited | |||
| (m) | Chit Xxxxxx Xxxx | |||
| (n) | Kingmax Holdings Group Limited | |||
| (o) | Xxx Xxx | |||
| (p) | Fulltrend Holdings Limited | |||
| (q) | Ceyuan Investors | |||
| (r) | GSR Investor | |||
| (s) | Banean Holdings Ltd | |||
| (t) | Trustbridge Partners III, L.P. | |||
| Electronic mail address for (a) through (t): xxxxxxx@xxxxxxxxxxxxx.xxx | ||||
EXECUTED as an agreement.
| 4 |
Signing page
| Executed by AOGANG International (Hong Kong) Corporation Limited |
| /s/ Xxxx Xxxxxxx |
|
Director
Xxxx Xxxxxxx |
| 5 |
