Common use of Method of Exercise of Options Clause in Contracts

Method of Exercise of Options. 3.1 Subject to the terms and conditions of this Agreement and to the extent permitted under the PRC Laws, the Option Holders shall have the sole discretion in deciding the timing, method and number of its Exercises. 3.2 Subject to the terms and conditions of this Agreement and to the extent not inconsistent with the then effective PRC Laws, the Option Holders are entitled to request the Existing Shareholders to transfer all or part of the equity interests in the Company to the Option Holders themselves or their designated entities or individuals at any time. 3.3 Subject to the terms and conditions of this Agreement and to the extent not inconsistent with the then effective PRC Laws, the Option Holders are entitled to request the Company to transfer all or part of its assets to the Option Holders themselves or their designated entities or individuals at any time. 3.4 In respect of the Equity Call Option, for each Exercise, the Option Holders shall have the discretion to determine the amount of the Transferrable Equity Interests to be transferred by the Existing Shareholders to the Option Holders and/or their designated entities or individuals, and the Existing Shareholders shall each transfer such Transferrable Equity Interests to the Option Holders and/or their designated entities or individuals according to the amounts requested by the Option Holders. The Option Holders and/or their designated entities or individuals shall pay the Transfer Price to the Existing Shareholders for the transfer of the Transferrable Equity Interests in connection with each Exercise. 3.5 In respect of the Assets Call Option, for each Exercise, the Option Holders shall have the discretion to determine the specific Transferrable Asset to be transferred by the Company to the Option Holders and/or their designated entities or individuals, and the Company shall transfer such Transferrable Asset to the Option Holders and/or their designated entities or individuals at the Option Holders’ request. The Option Holders and/or their designated entities or individuals shall pay the Transfer Price to the Company for the transfer of the Transferrable Asset in connection with each Exercise. 3.6 For each Exercise, the Option Holders may either accept themselves the transfer of the Transferrable Equity Interests or Transferrable Asset or may have a third party designated by them in their discretion accept the transfer of all or part of such Transferrable Equity Interests or Transferrable Asset. 3.7 Upon each of its Exercise decision, the Option Holders shall issue to the Existing Shareholders or the Company, as the case may be, an Equity Call Option exercise notice or Assets Call Option exercise notice (the “Exercise Notice”, the forms of which are attached hereto as Schedule II and Schedule III). The Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, immediately transfer the Transferrable Equity Interests or the Transferrable Asset to the Option Holders and/or their designated entities or individuals according to the Exercise Notice in such manner as provided under Section 3.4 or Section 3.5 of this Agreement. 3.8 For the avoidance of doubt, the Cayman Company shall have the right to decide at its sole discretion whether the Equity Call Option and the Assets Call Option hereunder shall be exercised by the Cayman Company and/or the WFOE.

Method of Exercise of Options. 3.1 3.1. Subject to the terms and conditions of this Agreement and hereof, to the extent permitted under the permissible by PRC Laws, the Option Holders WFOE shall have the sole discretion in deciding determine the timing, method and number times of its ExercisesExercise of Options in its absolute and sole discretion. 3.2 3.2. Subject to the terms and conditions of this Agreement and hereof, to the extent not inconsistent with contrary to PRC Laws then in effect WFOE shall have the then effective PRC Laws, the Option Holders are entitled right to request at any time the Existing Shareholders to transfer all or part of the their equity interests in the Company to the Option Holders themselves it or their other entity or individual designated entities or individuals at any timeby it. 3.3 3.3. Subject to the terms and conditions of this Agreement and hereof, to the extent not inconsistent with contrary to PRC Laws then in effect WFOE shall have the then effective PRC Laws, the Option Holders are entitled right to request at any time the Company to transfer all or part of its the assets of the Company to the Option Holders themselves it or their other entity or individual designated entities or individuals at any timeby it. 3.4 3.4. In respect the case of the Equity Call Transfer Option, for in connection with each ExerciseExercise of Option, the Option Holders WFOE shall have the discretion be entitled to determine in its sole discretion the amount amounts of the Transferrable Equity Interests equity interests to be transferred by the Existing Shareholders to the Option Holders WFOE and/or their other entity or individual designated entities or individuals, by it as a result of such Exercise of Option; and the Existing Shareholders shall each transfer such to WFOE and/or other entity or individual designated by it the Transferrable Equity Interests to the Option Holders and/or their designated entities or individuals according to the in such amounts as requested by the Option HoldersWFOE. The Option Holders WFOE and/or their other entity or individual designated entities or individuals by it shall pay the Transfer Price to the transferring Existing Shareholders for the transfer of the Transferrable Equity Interests acquired as a result of each Exercise of Option. 3.5. In the case of the Asset Purchase Option, in connection with each Exercise. 3.5 In respect Exercise of the Assets Call Option, for each Exercise, the Option Holders WFOE shall have the discretion be entitled to determine in its sole discretion the specific Transferrable Asset Company Assets to be transferred by the Company to the Option Holders WFOE and/or their other entity or individual designated entities or individuals, by it as a result of such Exercise of Option; and the Company shall transfer to WFOE and/or other entity or individual designated by it such Transferrable Asset to the Option Holders Assets as requested by WFOE. WFOE and/or their other entity or individual designated entities or individuals at the Option Holders’ request. The Option Holders and/or their designated entities or individuals by it shall pay the Transfer Price to the Company for the transfer Transferrable Assets acquired as a result of the Transferrable Asset in each Exercise of Option. 3.6. In connection with each Exercise. 3.6 For each ExerciseExercise of Option, the Option Holders WFOE may either accept themselves the transfer of acquire the Transferrable Equity Interests or Transferrable Asset Assets itself or may have designate a third party designated by them in their discretion accept the transfer of to acquire all or part of such Transferrable Equity Interests or Transferrable AssetAssets. 3.7 Upon each of 3.7. Whenever WFOE elects to exercise its Exercise decisionoptions hereunder, the Option Holders it shall issue to give the Existing Shareholders or the Company, as the case may beapplicable, either an Equity Call Transfer Option exercise notice or Assets Call an Asset Purchase Option exercise notice (the each an “Exercise Notice”, the forms of which are attached hereto as Schedule II set out in Schedules 2 and Schedule III3 hereto). The Upon receipt of an Exercise Notice, the Existing Shareholders or and the Company shall, upon receipt of the Exercise Noticeacting in accordance with Section 3.4 or Section 3.5 (as applicable), immediately transfer the Transferrable Equity Interests or the Transferrable Asset Assets to the Option Holders WFOE and/or their other entity or individual designated entities or individuals according by it pursuant to the Exercise Notice in such manner as provided under Section 3.4 or Section 3.5 of this Agreementon a one-off basis. 3.8 For the avoidance of doubt, the Cayman Company shall have the right to decide at its sole discretion whether the Equity Call Option and the Assets Call Option hereunder shall be exercised by the Cayman Company and/or the WFOE.

Method of Exercise of Options. 3.1 3.1. Subject to the terms and conditions of this Agreement and hereof, to the extent permitted under the permissible by PRC Laws, the Option Holders Baozun shall have the sole discretion in deciding determine the timing, method and number times of its ExercisesExercise of Options in its absolute and sole discretion. Notwithstanding the above provision, upon the day when Baozun is permitted by law to directly operate the business of the Company, Baozun shall, as soon as possible, exercise such Equity Transfer Option and Asset Purchase Option hereunder to directly operate the business of the Company. 3.2 3.2. Subject to the terms and conditions of this Agreement and hereof, to the extent not inconsistent with contrary to PRC Laws then in effect, Baozun shall have the then effective PRC Laws, the Option Holders are entitled right to request at any time the Existing Shareholders to transfer all or part of the their equity interests in the Company to the Option Holders themselves it or their other entity or individual designated entities or individuals at any timeby it. 3.3 3.3. Subject to the terms and conditions of this Agreement and hereof, to the extent not inconsistent with contrary to PRC Laws then in effect, Baozun shall have the then effective PRC Laws, the Option Holders are entitled right to request at any time the Company to transfer all or part of its the assets of the Company to the Option Holders themselves it or their other entity or individual designated entities or individuals at any timeby it. 3.4 3.4. In respect the case of the Equity Call Transfer Option, for in connection with each ExerciseExercise of Option, the Option Holders Baozun shall have the discretion be entitled to determine in its sole discretion the amount amounts of the Transferrable Equity Interests equity interests to be transferred by the Existing Shareholders to the Option Holders Baozun and/or their other entity or individual designated entities or individuals, by it as a result of such Exercise of Option; and the Existing Shareholders shall each transfer such to Baozun and/or other entity or individual designated by it the Transferrable Equity Interests to the Option Holders and/or their designated entities or individuals according to the in such amounts as requested by the Option HoldersBaozun. The Option Holders Baozun and/or their other entity or individual designated entities or individuals by it shall pay the Transfer Price to the transferring Existing Shareholders for the transfer of the Transferrable Equity Interests acquired as a result of each Exercise of Option. 3.5. In the case of the Asset Purchase Option, in connection with each Exercise. 3.5 In respect Exercise of the Assets Call Option, for each Exercise, the Option Holders Baozun shall have the discretion be entitled to determine in its sole discretion the specific Transferrable Asset Company Assets to be transferred by the Company to the Option Holders Baozun and/or their other entity or individual designated entities or individuals, by it as a result of such Exercise of Option; and the Company shall transfer to Baozun and/or other entity or individual designated by it such Transferrable Asset to the Option Holders Assets as requested by Baozun. Baozun and/or their other entity or individual designated entities or individuals at the Option Holders’ request. The Option Holders and/or their designated entities or individuals by it shall pay the Transfer Price to the Company for the transfer Transferrable Assets acquired as a result of the Transferrable Asset in each Exercise of Option. 3.6. In connection with each Exercise. 3.6 For each ExerciseExercise of Option, the Option Holders Baozun may either accept themselves the transfer of acquire the Transferrable Equity Interests or Transferrable Asset Assets itself or may have designate a third party designated by them in their discretion accept the transfer of to acquire all or part of such Transferrable Equity Interests or Transferrable AssetAssets. For avoidance of doubt, the term third party referred in this provision means (a) direct or indirect shareholder of Baozun and direct or indirect subsidiary of such shareholder; (b) PRC citizens of Baozun, direct or indirect shareholder of Baozun or direct or indirect subsidiary of Baozun; or (c) other PRC citizen as determined by resolution duly adopted by the board of directors of Baozun. 3.7 Upon each of 3.7. Whenever Baozun elects to exercise its Exercise decisionoptions hereunder, the Option Holders it shall issue to give the Existing Shareholders or the Company, as the case may beapplicable, either an Equity Call Transfer Option exercise notice or Assets Call an Asset Purchase Option exercise notice (the each an “Exercise Notice”, the forms of which are attached hereto as Schedule II set out in Schedules 2 and Schedule III3 hereto). The Upon receipt of an Exercise Notice, the Existing Shareholders or and the Company shall, upon receipt of the Exercise Noticeacting in accordance with Section 3.4 or Section 3.5 (as applicable), immediately transfer the Transferrable Equity Interests to Baozun and/or other entity or the Transferrable Asset to the Option Holders and/or their individual designated entities or individuals according by it pursuant to the Exercise Notice in such manner as provided under Section 3.4 or Section 3.5 of this Agreementon a one-off basis. 3.8 For the avoidance of doubt, the Cayman Company shall have the right to decide at its sole discretion whether the Equity Call Option and the Assets Call Option hereunder shall be exercised by the Cayman Company and/or the WFOE.

Method of Exercise of Options. 3.1 Subject to the terms and conditions of this Agreement and hereof, to the extent permitted under permissible by the PRC Laws, the Option Holders WFOE shall have the sole discretion in deciding determine the timing, method and number times of its ExercisesExercise of Options in its absolute and sole discretion. 3.2 Subject to the terms and conditions of this Agreement and hereof, to the extent not inconsistent with contrary to the PRC Laws then effective PRC Lawsin effect, WFOE shall have the Option Holders are entitled right to request at any time the Existing Shareholders Shareholder to transfer all or part of the equity interests interest in the Company to the Option Holders themselves or their it and/or other entity and/or individual designated entities or individuals at any timeby it. 3.3 Subject to the terms and conditions of this Agreement and hereof, to the extent not inconsistent with contrary to the PRC Laws then effective PRC Laws, in effect WFOE shall have the Option Holders are entitled right to request at any time the Company to transfer all or part of its assets the Company Assets to the Option Holders themselves or their it and/or other entity and/or individual designated entities or individuals at any timeby it. 3.4 Subject to the terms and conditions hereof, to the extent not contrary to the PRC Laws then in effect WFOE shall have the right to request at any time the Company to decrease its capital and subscribe for the Capital Increase Equity Interest by itself and/or through any other entity and/or individual designated by it. 3.5 In respect the case of the Equity Call Transfer Option, for in connection with each ExerciseExercise of Option, the Option Holders WFOE shall have the discretion be entitled to determine in its sole discretion the amount of the Transferrable Equity Interests equity interest to be transferred by the Existing Shareholders Shareholder to the Option Holders WFOE and/or their other entity and/or individual designated entities or individuals, by it as a result of such Exercise of Option; and the Existing Shareholders Shareholder shall each transfer such to WFOE and/or other entity and/or individual designated by it the Transferrable Equity Interests to the Option Holders and/or their designated entities or individuals according to the amounts Interest in such amount as requested by the Option HoldersWFOE. The Option Holders WFOE and/or their other entity and/or individual designated entities or individuals by it shall pay the Transfer Price to the transferring Existing Shareholders Shareholder for the transfer of the Transferrable Equity Interests Interest acquired as a result of each Exercise of Option. 3.6 In the case of the Asset Purchase Option, in connection with each Exercise. 3.5 In respect Exercise of the Assets Call Option, for each Exercise, the Option Holders WFOE shall have the discretion be entitled to determine in its sole discretion the specific Transferrable Asset Company Assets to be transferred by the Company to the Option Holders WFOE and/or their other entity and/or individual designated entities or individuals, by it as a result of such Exercise of Option; and the Company shall transfer to WFOE and/or other entity and/or individual designated by it such Transferrable Asset to the Option Holders Assets as requested by WFOE. WFOE and/or their other entity and/or individual designated entities or individuals at the Option Holders’ request. The Option Holders and/or their designated entities or individuals by it shall pay the Transfer Price to the Company for the transfer Transferrable Assets acquired as a result of each Exercise of Option. 3.7 In the case of the Transferrable Asset Capital Increase Option, in connection with each ExerciseExercise of Option, the Company shall, upon WFOE’s request, determine the amount of capital to be decreased as a result of such Exercise of Option, and WFOE shall be entitled to designate in its sole discretion the Existing Shareholder to reduce their capital contributions to the Company, and the Company and the Existing Shareholder shall decrease the capital of the Company by such amount as requested by WFOE; WFOE shall be entitled to determine the amount of Capital Increase Equity Interest to be subscribed for by WFOE and/or other entity and/or individual designated by it as a result of such Exercise of Option, and the Company shall, upon WFOE’s request, accept the subscription of the Capital Increase Equity Interest by WFOE and/or other entity and/or individual designated by it. The Company shall pay the Capital Decrease Price to the Existing Shareholder in connection with the decrease of Registered Capital of the Company as a result of each Exercise of Option by WFOE, and WFOE and/or other entity and/or individual designated by it shall pay the Capital Increase Price to the Company in connection with the Capital Increase Equity Interest subscribed for as a result of each Exercise of Option. 3.6 For 3.8 In connection with each ExerciseExercise of Option, the Option Holders WFOE may either accept themselves acquire the transfer Transferrable Equity Interest or the Transferrable Assets or subscribe for the Capital Increase Equity Interest itself or designate a third party to acquire all or part of the Transferrable Equity Interests Interest or Transferrable Asset Assets or may have a third party designated by them in their discretion accept the transfer of subscribe for all or part of such Transferrable the Capital Increase Equity Interests or Transferrable AssetInterest. 3.7 Upon each of 3.9 Whenever WFOE elects to exercise its Exercise decisionoptions hereunder, the Option Holders it shall issue to give the Existing Shareholders or Shareholder and/or the Company, as the case may beCompany an Equity Transfer Option exercise notice, an Equity Call Asset Purchase Option exercise notice or Assets Call a Capital Increase Option exercise notice (the an “Exercise Notice”, the forms of which are attached set out in Schedules 2, 3 and 4 hereto as Schedule II and Schedule IIIrespectively). The Upon receipt of an Exercise Notice, the Existing Shareholders Shareholder or the Company shall, upon receipt of the Exercise Noticeacting in accordance with Section 3.5 or Section 3.6 hereof, immediately transfer the Transferrable Equity Interests Interest or the Transferrable Asset Assets to the Option Holders WFOE and/or their other entity and/or individual designated entities or individuals according by it pursuant to the Exercise Notice on a lump-sum basis, or decrease the capital of the Company in such manner as provided under set forth in Section 3.4 or Section 3.5 of this Agreement3.7 hereof and WFOE and/or other entity and/or individual designated by it shall subscribe for the Capital Increase Equity Interest. 3.8 For the avoidance of doubt, the Cayman Company shall have the right to decide at its sole discretion whether the Equity Call Option and the Assets Call Option hereunder shall be exercised by the Cayman Company and/or the WFOE.