LIGHTINTHEBOX HOLDING CO., LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • May 23rd, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of , 2013 among LIGHTINTHEBOX HOLDING CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Holders (as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between LightInTheBox Holding Co., Ltd., a Cayman Islands company (the “Company”) and the undersigned, a [director/officer] of the Company (“Indemnitee”).
LIGHTINTHEBOX HOLDING CO., LTD. FORM OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
This Executive Employment Agreement, dated as of , 20 (this “Agreement”), is executed by and between LightInTheBox Holding Co., Ltd., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. ) (the “Executive”).
Loan AgreementLoan Agreement • May 2nd, 2022 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
This Loan Agreement (Agreement), dated as of July 1, 2019, is made in Beijing, the People’s Republic of China (the PRC, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan for the purpose of this Agreement), by and between the following parties (Parties):
Exclusive Technical and Consulting Service AgreementTechnical and Consulting Service Agreement • May 2nd, 2022 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
This Exclusive Technical and Consulting Service Agreement (Agreement), dated as of December 7, 2011, is made in Beijing by and between the following parties (Parties):
SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENTRestricted Share Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong
THIS SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT (this “Agreement”) is entered into as of September 28, 2010 (the “Effective Date”), by and among LightInTheBox Holding Co., Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), each of the individuals and their respective holding company through which such individual holds certain ordinary shares of the Company, par value US$1/15000 per share listed on Schedule I attached hereto (each such individual, a “Founder” and collectively, the “Founders”, each such holding company, a “Founder Holding Entity” and collectively, the “Founder Holding Entities”), and the Persons listed on Schedule II attached hereto (each an “Investor”, collectively, the “Investors”). Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without definition shall have the meanings set forth in the Purchase Agreeme
LIGHINTHEBOX HOLDING CO., LTD. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2012, is entered into by and between LightInTheBox Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “Company”), Ceyuan Ventures II, L.P., a limited partnership formed under the Laws of the Cayman Islands, Ceyuan Ventures Advisors Fund II, LLC, a limited liability company formed under the Laws of the Cayman Islands, GSR Ventures III, L.P., a United States limited partnership and Banean Holdings Ltd., an limited liability company organized under the Laws of the Cayman Islands (the “Investors”). The Company and the Investors are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
Exclusive Option AgreementExclusive Option Agreement • April 21st, 2021 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Beijing
The Sole-funded Company, each existing shareholder and the Domestic Company are referred to herein individually as “one party” and collectively as the “parties”. Whereas:
Share Pledge AgreementShare Pledge Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
NOW, THEREFORE, upon friendly consultations and based on the principles of equality and mutual benefit, the Parties agree as follows:
Equity Disposal AgreementEquity Transfer Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
This Equity Disposal Agreement (Agreement), dated as of June 9, 2011, is made in Beijing by and among the following parties (Parties):
Exclusive Technology Consulting and Service AgreementConsulting and Service Agreement • April 21st, 2021 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
The Exclusive Technical Consulting and Service Agreement (hereinafter referred to as “the Agreement”) is concluded in Shenzhen on September 27th, 2020 by the following both parties:
Equity Pledge AgreementEquity Pledge Agreement • April 21st, 2021 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
The Equity Pledge Agreement (hereinafter referred to as “the Agreement”) is signed by the following both parties in Shanghai on September 25th, 2020:
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
The Company, the HK Subsidiary and the Domestic Enterprise shall be referred to as the “Group Companies” collectively and each, a “Group Company”.
Business Operation AgreementBusiness Operation Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
technical and consulting services received by it from Party A. Therefore, Party B’s day-to-day operations will have a material effect on its ability to make such payment to Party A.
ContractLightInTheBox Holding Co., Ltd. • May 2nd, 2022 • Retail-catalog & mail-order houses
Certain identified information in this Exhibit, indicated by the mark “[***],” has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Letter of ConfirmationLightInTheBox Holding Co., Ltd. • April 21st, 2021 • Retail-catalog & mail-order houses
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTSecond Amended and Restated Shareholders Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on September 28, 2010 (the “Effective Date”), by and among
Equity Disposal AgreementEquity Transfer Agreement • May 2nd, 2022 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
This Equity Disposal Agreement (Agreement), dated as of July 1, 2019, is made in Beijing by and among the following parties (Parties):
ContractBusiness Operation Agreement • May 2nd, 2022 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
Certain identified information in this Exhibit, indicated by the mark “[***],” has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
LightInTheBox Holding Co., Ltd. (the “Company”) FORM OF PROXY FOR SHAREHOLDERSLightInTheBox Holding Co., Ltd. • August 17th, 2023 • Retail-catalog & mail-order houses
or failing him/her the duly appointed chairman of the AGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company (the “AGM”) to be held on September 28, 2023 at 8:00 p.m. (local time) at 11th Floor, 1188 Financial Center, No.1188 Minsheng Road, Pudong New Area, Shanghai, People’s Republic of China and at any adjournment of the AGM. My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the AGM as indicated below:
ContractShare Pledge Agreement • May 2nd, 2022 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
Certain identified information in this Exhibit, indicated by the mark “[***],” has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 8th, 2018 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, is by and among LightInTheBox Holding Co., Ltd., an exempted company duly incorporated with limited liability and validly existing under the laws of the Cayman Islands (“Purchaser”), Conner Growth Holding Limited (“Holdco1”), ITelite Holding Limited (“Holdco2”), Yuling Holding Limited (“Holdco3”), MyFrank Holding Limited (“Holdco4”), Beathena Holding Limited (“Holdco5”), EZbuy Talents Holding Limited (“Holdco6”), IDG CHINA VENTURE CAPITAL FUND IV L.P. (“IDG Capital”), IDG CHINA IV INVESTORS L.P. (“IDG Investors”), CGC 65 SERVICE LIMITED (“CGC”), FRASER HOLDINGS GROUP LIMITED (“Fraser”), Ventech China III SICAR (“Ventech”), Sky 9 Capital Fund III, L.P. (“Sky9”), Ventec PCC Limited (“Ventec”), Kenneth Vai-Kun Miu and Lynn Yokelin Miu, as Trustees of the Miu Family Trust, dated March 31, 2012 (together with Holdco1, Holdco2, Holdco3, Holdco4, Holdco5, Holdco6, IDG Capital, IDG Investors, CGC, Fraser, Ventech,
Business Operation AgreementBusiness Operation Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
This Business Operation Agreement (Agreement), dated as of December 7, 2011, is made in Beijing by and among the following parties:
WARRANT TO PURCHASE ORDINARY SHARES of LIGHTINTHEBOX HOLDING CO., LTD Dated as of March 30, 2016LightInTheBox Holding Co., Ltd. • April 29th, 2016 • Retail-catalog & mail-order houses • New York
THIS CERTIFIES THAT, Zall Cross-border E-commerce Investment Company Limited or its transferees or assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein to purchase from the Company the Company’s ordinary shares, par value $0.000067 per share (the “Ordinary Shares”), in the amounts, at such times and at the price per share set forth in Section 1. This Warrant is issued pursuant to the Subscription Agreement (the “Subscription Agreement”) dated as of March 17, 2016 between the Holder and LightInTheBox Holding Co., Ltd., a company formed under the laws of the Cayman Islands (the “Company”). The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution, exchange or replacement therefor as provided herein.
AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
Loan AgreementLoan Agreement • April 21st, 2021 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
The Loan Agreement (the “Agreement”) is signed by the following both parties on September 27th, 2020 in the People’s Republic of China (“the PRC”, for the purposes of the Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
SERIES C PREFERRED SHARE PURCHASE AGREEMENTSeries C Preferred Share Purchase Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong
Business (as defined below) and, correspondingly, seeks to secure an investment from the Investors, on the terms and conditions set forth herein.
AGREEMENTLightInTheBox Holding Co., Ltd. • May 2nd, 2022 • Retail-catalog & mail-order houses
To this end, Party A and Party B reach the following agreement based on equality and mutual benefit after friendly consultation.
Supplementary AgreementSupplementary Agreement • May 2nd, 2022 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
Whereas, Lanting Jishi Trade (Shenzhen) Co., Ltd., a sole proprietorship company, Beijing Lanting Gaochuang Technologies Co., Ltd., a domestic company, Shenzhen Lanting Huitong Technology Co., Ltd., an existing shareholder and Jian He, an existing shareholder, signed an equity disposal agreement on July 1st, 2019 (the “Equity Disposal Agreement”);
INVESTOR RIGHTS AGREEMENT dated as of March 30, 2016 between LIGHTINTHEBOX HOLDING CO., LTD, ZALL CROSS-BORDER E-COMMERCE INVESTMENT COMPANY LIMITED MR. ALAN QUJI GUO and WINCORE HOLDINGS LIMITEDInvestor Rights Agreement • April 29th, 2016 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2016 by and among LightInTheBox Holding Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), Zall Cross-border E-commerce Investment Company Limited, a company incorporated under the laws of the British Virgin Islands (the “Investor”), Mr. Alan Quji Guo, a PRC national (“Mr. Guo”), and Wincore Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Founder Holdco”, together with Mr. Guo, the “Founder Parties”). The Founder Parties are entering into this Agreement solely with respect, and shall only have obligations with respect to, Section 1 (insofar as and only to the extent to which such Definitions are used in the other sections with respect to which the Founder Parties are entering into this Agreement), Article II, Section 4.3 and Article VII.
Letter of ConfirmationLightInTheBox Holding Co., Ltd. • April 21st, 2021 • Retail-catalog & mail-order houses
Loan AgreementLoan Agreement • April 21st, 2021 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses
The Loan Agreement (the “Agreement”) is signed by the following both parties on September 25th, 2020 in the People’s Republic of China (“the PRC”, for the purposes of the Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
SUBSCRIPTION AGREEMENT dated as of March 17, 2016 between ZALL CROSS-BORDER E-COMMERCE INVESTMENT COMPANY LIMITED and LIGHTINTHEBOX HOLDING CO., LTD. relating to the issuance, sale and purchase of ordinary shares and a warrant to purchase ordinary...Subscription Agreement • March 17th, 2016 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March [·], 2016 by and among LightInTheBox Holding Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), Zall Cross-border E-commerce Investment Company Limited, a company incorporated under the laws of the British Virgin Islands (the “Investor”), Mr. Alan Quji Guo, a PRC national (“Mr. Guo”), and Wincore Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Founder Holdco”, together with Mr. Guo, the “Founder Parties”). The Founder Parties are entering into this Agreement solely with respect, and shall only have obligations with respect to, Section 1 (insofar as and only to the extent to which such Definitions are used in the other sections with respect to which the Founder Parties are entering into this Agreement), Article II, Section 4.3 and Article VII.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2018 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of November 7, 2018, is by and among LightInTheBox Holding Co., Ltd., an exempted company duly incorporated with limited liability and validly existing under the laws of the Cayman Islands (“Purchaser”), Conner Growth Holding Limited (“Holdco1”), ITelite Holding Limited (“Holdco2”), Yuling Holding Limited (“Holdco3”), MyFrank Holding Limited (“Holdco4”), Beathena Holding Limited (“Holdco5”), EZbuy Talents Holding Limited (“Holdco6”), IDG CHINA VENTURE CAPITAL FUND IV L.P. (“IDG Capital”), IDG CHINA IV INVESTORS L.P. (“IDG Investors”), CGC 65 SERVICE LIMITED (“CGC”), FRASER HOLDINGS GROUP LIMITED (“Fraser”), Ventech China III SICAR (“Ventech”), Sky 9 Capital Fund III, L.P. (“Sky9”), Ventec PCC Limited (“Ventec”), Kenneth Vai-Kun Miu and Lynn Yokelin Miu, as Trustees of the Miu Family Trust, dated March 31, 2012 (together with Holdco1, Holdco2, Holdco3, Holdco4, Holdco5, Holdco6, IDG Capital, IDG Investors, CGC, Fraser, Ventech,
