[Form F-1 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd. Cayman Islands 5961 Not Applicable Building 2, Area D, Floor 1-2, Diantong Times Square Law Debenture Corporate Services Inc. Copies to: Leiming Chen, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF LightInTheBox Holding Co., Ltd. (Adopted by Special Resolution passed on September 28, 2010) 1. The name of the Company is LightInTheBox Holding Co., Ltd.. 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations] [Certificate No. No. of shares Light In The Box Limited INCORPORATED UNDER THE COMPANIES ORDINANCE OF HONG KONG AUTHORIZED CAPITAL: HK$10,000.00 divided into 10,000 shares of HK$1.00 each. THIS IS TO CERTIFY H.K.$1.00 that of is the Registered Holder of fully paid Share(s) of GIVEN under the Common Seal of the said Company in Hong Kong, this day of 20] [EXECUTION SERIES A PREFERRED SHARE PURCHASE AGREEMENT “Agreement” THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the 1. “Company” Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary” Light In The Box Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of] [EXECUTION AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT “Amendment”) THIS AMENDMENT TO SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this 1. “Company”), Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary”), Light In The Box Limited, a company incorporated under the laws of Hong Kong] [Execution Copy SERIES B PREFERRED SHARE PURCHASE AGREEMENT “Agreement” THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this 1. “Company”) Light In The Box Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the 2. (“Hong Kong”) “HK Subsidiary”) Light In The Box Limited, a company limited by shares incorporated under the Laws of Hong Kong] [Execution Copy SERIES C PREFERRED SHARE PURCHASE AGREEMENT Agreement ) THIS SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “ 1. Company Light In The Box Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “ 2. Hong Kong HK Subsidiary Light In The Box Limited, a company limited by shares incorporated under the Laws] [Executed Version LIGHINTHEBOX HOLDING CO., LTD. CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT Agreement Company Investors Parties Party This RECITALS Principal Amount WHEREAS, on the terms and subject to the conditions set forth herein, each Investor desires to purchase from the Company, and the Company desires to sell to such Investor, a convertible note in the principal amount set] [Execution Copy SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT Agreement Effective Date Company Schedule I Founder Founders Founder Holding Entity Founder Holding Entities Schedule II Investor Investors Party Parties THIS SECOND AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT (this “ RECITALS A. Purchase Agreement The Investors have agreed to purchase from the Company, and the Company has agreed to sell to] [Execution Copy SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement ) Effective Date ), THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ 1. Company ), Light In The Box Holding Co., Ltd., an exempted company organized under the laws of the Cayman Islands (the “ 2. ( Hong Kong ) HK Subsidiary ), Light In The Box Limited, a company] [Execution Copy AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement Effective Date THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ 1. Company LightInTheBox Holding Co., Ltd., an exempted company organized under the Laws of the Cayman Islands (the “ 2. Schedule A-1 Founder Founders Founder Holding Entity Founder Holding Entities each of] [Our ref DLK/665661-000001/4654772v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com LightInTheBox Holding Co., Ltd. No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China 17 April 2013 Dear Sirs LightInTheBox Holding Co., Ltd. Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to LightInTheBox Holding Co., Ltd. (the “ 1 Documents] [SIMPSON THACHER & BARTLETT LLP 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAIL ADDRESS April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen: We have examined the Registration Statement.] [April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters PRC We are lawyers qualified in the People’s Republic of China (the “ A. Documents Examined, Definition and Information Provided In] [L IGHTINTHEBOX H OLDING CO ., L TD AMENDED AND REINSTATED 20 08 SHARE INCENTIVE PLAN 1. Purposes of the Plan . The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions . The following definitions] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [LIGHTINTHEBOX HOLDING CO., LTD. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT 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. )] [Exclusive Technical and Consulting Service Agreement Agreement Parties This Exclusive Technical and Consulting Service Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Whereas: 1) PRC] [Business Operation Agreement This Business Operation Agreement (Agreement), dated as of June 9, 2011, is made in Beijing by and among the following parties: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F(D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building,] [Equity Disposal Agreement Agreement Parties This Equity Disposal Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong & Technologies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party C: Quji Guo Address:] [Share Pledge Agreement This Share Agreement Pledge Agreement ( e s: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies Co., Ltd. Address: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party C: Quji Guo] [Power of Attorney or its designee to exercise all voting rights that he has as a shareholder of Shenzhen Lanting Huitong Technolog Company ies Co., Ltd. ( The aforesaid authorization may not be cancelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) Co., Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in] [SPOUSAL CONSENT 配偶同意 函 I, Yang YU , am the lawful spouse of Liang ZHANG . I hereby acknowledge fully and consent unconditionally and irrevocably that a certain percentage of the equity interest in Shenzhen Lanting Huitong Technology Ltd. 本人，于阳，张良之合法配偶，在此充分认可且无条件地、不可撤销地同意：本人配偶所持有的并登记于其名下的深圳市兰亭汇通科技有限公司一定比例之股权，应将按照本人配偶于 2011 年 6 月 9 日签署的《股权处置协议》及《股份质押协议》项下之安排进行处分。 I further undertake not to take any action against the above arrangements, including making] [Exclusive Technical and Consulting Service Agreement Agreement Parties This Exclusive Technical and Consulting Service Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Whereas:] [Business Operation Agreement Agreement This Business Operation Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong Technolog ies Co.,] [Equity Disposal Agreement Agreement Parties This Equity Disposal Agreement ( Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong Technologies Co.,] [Share Pledge Agreement This Share Agreement Pledge Agreement ( as of December 7, 2011, is made in Beijing by and among the following parti e s: Party A: Lanting Jishi Trade (Shenzhen) Co., Ltd. Address: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang Technologies Co., Ltd. Address: No. 106 Building,] [Loan Agreement Agreement This Loan Agreement ( 2011 , is made in Beijing, the PRC People’s Republic of China (the the Hong Kong Special Administrative Region, the (Parties) Macao Special Administrative Region and Taiwan for the purpose of this Agreement), by and between the following parties Lanting Jishi Trade (Shenzhen) Co., Ltd. （ Lender the ） Registered Address: 35F (D,] [Power of Attorney Company The aforesaid authorization may not be cancelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) Co., Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in respect of the Company dutifully and diligently and shall act as directed by the board of directors of Lanting Jishi Trade (Shenzhen) Co.,] [LightInTheBox Holding Co., Ltd. Growth in Revenue Attributed to Repeat Customers Year ended December 31, 2008 2009 2010 2011 2012 (In thousands of $, except for percentages) Revenue Attributed to Repeat Customers(1) n/a (5) 4,008 8,751 20,886 49,384] [Place of Incorporation Subsidiaries Light In The Box Limited Hong Kong Lanting Jishi Trade (Shenzhen) Co., Ltd. PRC Variable Interest Entities Shenzhen Lanting Huitong Technologies Co., Ltd. PRC Beijing Lanting Gaochuang Technologies Co., Ltd. PRC Subsidiary of Variable Interest Entity] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in the Registration Statement on Form F-1 of our report dated April 17, 2013 relating to the consolidated financial statements of LightInTheBox Holding Co., Ltd. and its subsidiaries, variable interest entities and variable interest entities’ subsidiaries and the financial statement schedule of LightInTheBox Holding Co., Ltd. for the] [Consent of iResearch Consulting Group May 14, 2012 LightInTheBox Holding Co., Ltd. 25F, Tower A, Ocean International Center, No. 56 East Fourth Ring Road, Chaoyang District, Beijing 100025 People’s Republic of China Ladies and Gentlemen: iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “B2C Online Export Project” (the “Report”) in the Company’s] [CODE OF BUSINESS CONDUCT AND ETHICS OF LIGHTINTHEBOX HOLDING CO., LTD. INTRODUCTION LightInTheBox Holding Co., Ltd. Company Code and its subsidiaries (collectively the “ employees executive officers This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these] [April 17, 2013 LightInTheBox Holding Co., Ltd. Building 2, Area D, Floor 1-2, Diantong Times Square No. 7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section] [Amendment No. 6 REGISTRATION STATEMENT LightInTheBox Holding Co., Ltd. Cayman Islands 5961 Not Applicable 25F, Tower A, Ocean International Center, Law Debenture Corporate Services Inc. Copies to: Leiming Chen, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities (3)]