0000950123-10-106687 Sample Contracts

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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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”).

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:

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”)

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:

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:

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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