E-Commerce China Dangdang Inc. Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2010
Deposit Agreement • November 23rd, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York

DEPOSIT AGREEMENT dated as of , 2010 among E-COMMERCE CHINA DANGDANG INC., 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 and Holders from time to time of American Depositary Shares issued hereunder.

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FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS
Indemnification Agreement • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2010, by and between E-Commerce China Dangdang Inc., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and __________ (the “Indemnitee”), a director/an executive officer of the Company.

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AGREEMENT AND PLAN OF MERGER among DANGDANG HOLDING COMPANY LIMITED, DANGDANG MERGER COMPANY LIMITED and E-COMMERCE CHINA DANGDANG INC. Dated as of May 28, 2016
Merger Agreement • May 31st, 2016 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York

AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2016 (this “Agreement”), among Dangdang Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Dangdang Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and E-Commerce China Dangdang Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

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E-COMMERCE CHINA DANGDANG INC. 17,000,000 American Depositary Shares Representing Five Class A Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”) by and between E-Commerce China Dangdang Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

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Supplementary Agreement to the Amended and Restated Exclusive Call Option Agreement
Exclusive Call Option Agreement • April 10th, 2013 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

With respect to the Amended and Restated Exclusive Call Option Agreement entered into by and among the Parties as of July 23, 2010 (the “Original Agreement”), upon mutual consultation, the Parties hereby agree as follows in Beijing, PRC on December 30, 2012:

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LIMITED GUARANTEE
Limited Guarantee • May 31st, 2016 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York

This Limited Guarantee, dated as of May 28, 2016 (this “Limited Guarantee”), is made by Ms. Peggy Yu Yu and Mr. Guoqing Li (together with their respective successors and permitted assigns, the “Guarantors”, and each, a “Guarantor”), in favor of E-Commerce China Dangdang Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party, Dangdang Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and Dangdang Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”). Capitalize

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Supplementary Agreement to the Amended and Restated Exclusive Technical Support Service Agreement
Exclusive Technical Support Service Agreement • April 10th, 2013 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

With respect to the Amended and Restated Exclusive Technical Support Service Agreement entered into by and between the Parties as of July 23, 2010 (the “Original Agreement”), upon mutual consultation, the Parties hereby agree as follows in Beijing, PRC on December 30, 2012:

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AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

THIS AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”), is entered into as of the 23rd day of July 2010 in Beijing, the PRC by and between the following parties:

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Supplementary Agreement to the Amended and Restated Loan Agreement
Supplementary Agreement to the Amended and Restated Loan Agreement • April 9th, 2014 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

On August 1, 2013, Borrower and Lender reach a supplementary agreement to the Amended and Restated Loan Agreement ("Original Agreement") upon mutual consultation, in Beijing China as follows:

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AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT
Exclusive Call Option Agreement • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

THIS AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT (this “Agreement”) is entered into as of the 23rd day of July 2010 in Beijing, the People’s Republic of China (the “PRC”)

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Supplementary Agreement to the Amended and Restated Equity Pledge Agreement
Equity Pledge Agreement • April 10th, 2013 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

With respect to the Amended and Restated Equity Pledge Agreement entered into by and between the Pledgee and the Pledgors as of July 23, 2010 (the “Original Agreement”), upon mutual consultation, the Pledgee and the Pledgors hereby agree as follows in Beijing, PRC on December 30, 2012:

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AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

THIS AMENDED AND RESTATETD LOAN AGREEMENT (this “Agreement”) is entered into as of the 23rd day of July 2010 by and between the following Parties in Beijing:

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Supplementary Agreement to the Amended and Restated Exclusive Call Option Agreement
Supplementary Agreement • April 9th, 2014 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • Beijing

With respect to the Amended and Restated Exclusive Call Option Agreement entered into by and among the Parties as of July 23, 2010 (the “Original Agreement”), upon mutual consultation, the Parties hereby agree as follows in Beijing, PRC on December 30, 2012:

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AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT
Exclusive Technical Support Service Agreement • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec

THIS AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT (this “Agreement”) is entered into in Beijing as of the 23rd day of July 2010 by and between the following two Parties:

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Supplementary Agreement to the Amended and Restated Equity Pledge Agreement
Supplementary Agreement to the Amended and Restated Equity Pledge Agreement • April 9th, 2014 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • Beijing

On 1st August 2013, Pledgee and Pledgors reached the supplementary agreement to the Amended and Restated Equity Pledge Agreement ("Original Agreement") upon mutual consultation, in Beijing China as follows:

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E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 27, 2006
Shareholder Agreements • November 17th, 2010 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • Delaware

THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of June 27, 2006, by and among E-Commerce China Co. Ltd., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), Beijing Kewen Shuye Information Technology Co., Ltd., a wholly-owned foreign enterprise organized under the laws of the People’s Republic of China (“Kewen”) the persons and entities listed on Schedule A hereof (each a “Founder” and collectively, the “Founders”) and each other holder of Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of the Company executing a copy of this Agreement (individually, an “Investor” and collectively, the “Investors”). The Founders and the Investors are sometimes collectively referred to as the “Shareholders.” Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

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