0001193125-12-067702 Sample Contracts

FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS
Form Indemnification Agreement for Directors and Officers • February 17th, 2012 • Vipshop Holdings LTD • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Vipshop Holdings Limited, 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 • February 17th, 2012 • Vipshop Holdings LTD

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”), by and between Vipshop Holdings Limited, 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”).

Exclusive Purchase Framework Agreement
Vipshop Holdings LTD • February 17th, 2012

In consideration whereof, Party A and Party B enter into the Exclusive Purchase Framework Agreement as follows through amicable consultations:

Loan Contract Contract No.: 2011 Dong Zi No. 1011570049
Loan Contract • February 17th, 2012 • Vipshop Holdings LTD

Upon examination, Party A agrees to issue the loan. In accordance with the relevant laws, Party A and Party B, after thorough negotiations, now agree to enter into this Contract based upon the following terms:

Amended and Restated Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • February 17th, 2012 • Vipshop Holdings LTD

This Amended and Restated Exclusive Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on October 8, 2011 in Guangzhou, the People’s Republic of China (“China” or “PRC”):

Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • February 17th, 2012 • Vipshop Holdings LTD

This Amended and Restated Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of October 8, 2011, in Guangzhou, the People’s Republic of China (“China”):

Amended and Restated Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • February 17th, 2012 • Vipshop Holdings LTD

This Amended and Restated Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on October 8, 2011 in Guangzhou, the People’s Republic of China (the “China”):

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