0001047469-13-004490 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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LIGHTINTHEBOX HOLDING CO., LTD. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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”).

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Loan Agreement
Loan Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses

This Loan Agreement (Agreement), dated as of December 7, 2011, 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):

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Exclusive Technical and Consulting Service Agreement
Exclusive Technical and Consulting Service Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses

This Exclusive Technical and Consulting Service Agreement (Agreement), dated as of June 9, 2011, is made in Beijing by and between the following parties (Parties):

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SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT
Restricted 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

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LIGHINTHEBOX HOLDING CO., LTD. CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible 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.”

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SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreements • 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

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Share Pledge Agreement
Share 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:

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Equity Disposal Agreement
Equity Disposal 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):

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AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • Hong Kong

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of September 28, 2010 (the “Effective Date”), by and among:

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SERIES C PREFERRED SHARE PURCHASE AGREEMENT
Series 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.

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SERIES A PREFERRED SHARE PURCHASE AGREEMENT
Series 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”.

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Business Operation Agreement
Business 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.

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SERIES B PREFERRED SHARE PURCHASE AGREEMENT
Series 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:

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Business Operation Agreement
Business 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:

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AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT
Series a Preferred Share Purchase Agreement • April 17th, 2013 • LightInTheBox Holding Co., Ltd. • Retail-catalog & mail-order houses • New York
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