Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2010 • Mecox Lane LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2010 by and between Mecox Lane Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015Merger Agreement • December 22nd, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2015 (this “Agreement”), among MINAT ASSOCIATED CO., LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”), ChinaEquity Alliance Victory Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the issued and outstanding shares of which are owned by Parent (“Merger Sub”), and Mecox Lane Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • December 22nd, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl • New York
This Limited Guarantee, dated as of December 22, 2015 (this “Limited Guarantee”), is made by ChinaEquity USD Fortune Co., Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Guarantor”), in favor of Mecox Lane Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.
Normal Building of Shanghai Chinalong Industrial Town Lease ContractLease Contract • April 29th, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
Whereas, Party A has entered into the Grant Contract of Land Use Right (“Grant Contract”) with the former Shanghai Land Administrative Bureau, under which Party A has obtained the right to use the land located at B7-B10 of Shanghai Caohejing New Technology Development Park for 50 years. Party A was also approved to build the Shanghai Chinalong Industrial Town (“Industrial Town”) on the above land, with normal plants which can be legally leased out.
LEASE CONTRACTLease Contract • April 29th, 2011 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
LOAN AGREEMENT among Column A (“Borrower”) and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. (“Lender”) Dated Column BLoan Agreement • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This LOAN AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
MECOX LANE LIMITED [—] American Depositary Shares Each Representing [—] Ordinary Shares, Par Value $0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2010 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl • New York
EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A (“Grantor”) and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. (“Grantee”) Dated Column BExclusive Purchase Option Agreement • October 6th, 2010 • Mecox Lane LTD
This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “Agreement”) is executed on Column B in , the People’s Republic of China (“China”) by the following Parties:
LOAN AGREEMENT among Column A (“Borrower”) and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. (“Lender”) Dated Column BLoan Agreement • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This LOAN AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
EQUITY PLEDGE AGREEMENT among Column A (“Pledgor”) and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. (“Beneficiary”) Dated Column BEquity Pledge Agreement • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
Shanghai House Lease ContractHouse Lease Contract • April 29th, 2011 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
House Lease ContractHouse Lease Contract • April 18th, 2012 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This lease contract (hereinafter “this contract”) is made by and between the following two parties in Shanghai, the People’s Republic of China (hereinafter “China”) in , 2011:
EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A (“Grantor”) and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. (“Grantee”) Dated Column BExclusive Purchase Option Agreement • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “Agreement”) is executed on Column B in , the People’s Republic of China (“China”) by the following Parties:
THIS SHAREHOLDERS AGREEMENT is made on 8 December 2008 BETWEEN: (collectively, the Parties and each individually a Party) WHEREAS: IT IS AGREED as follows:Shareholder Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
ICONIX CHINA LIMITED as Assignor and RAMPAGE CHINA LIMITED as Assignee TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A (“Grantor”) and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. (“Grantee”) Dated Column BExclusive Purchase Option Agreement • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “Agreement”) is executed on Column B in , the People’s Republic of China (“China”) by the following Parties:
EQUITY PLEDGE AGREEMENT among Column A (“Pledgor”) and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. (“Beneficiary”) Dated Column BEquity Pledge Agreement • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
OMNIBUS ASSIGNMENT, ASSUMPTION AND ACCESSION AGREEMENTOmnibus Assignment, Assumption and Accession Agreement • October 6th, 2010 • Mecox Lane LTD
This Omnibus Assignement, Assumption and Accession Agreement (this “Ominbus Agreement”), dated as of February 28, 2010, is entered into by and among Rampage China Limited (the “Company”), Mecox Lane Limited (“Mecox Lane”), Iconix China Limited (“ICL”) and ICL-Rampage Limited, a wholly owned subsidiary of ICL (“ICL-Rampage”), with respect to (i) the Shareholders Agreement, dated December 8, 2008, by and among the Company, Mecox Lane and ICL (as amended on December 12, 2009, the “Shareholders Agreement”), (ii) the Trademark Assignment Agreement, dated April 8, 2009, between ICL and the Company (the “Trademark Agreement”), (iii) the Company’s Memorandum and Articles of Association (the “Memorandum and Articles”; the Shareholders Agreement, the Trademark Agreementand and the Memorandum and Articles are collectively referred to herein as the “Transaction Documents”).
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 6th, 2013 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.0001 per share, of Mecox Lane Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT ON TERMINATIONAgreement on Termination • April 29th, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
WHEAERS, all parties have entered into the loan agreement, pledge agreement, purchase option agreement and related documents (Be known as “A Series of Agreements “ hereinafter)
DATED 1st December, 2008Licensing Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee a licence to use the Trade Mark upon the terms hereinafter contained.
EMPLOYEE CONFIDENTIALITY AGREEMENTEmployee Confidentiality Agreement • October 6th, 2010 • Mecox Lane LTD
In consideration of my employment with Column A, its branches, affiliates, subsidiaries and successors or assigns that will enjoy its rights and assume its obligations in accordance with the laws (together the “Company” ), I hereby agree to the following:
AGREEMENT ON TERMINATIONAgreement on Termination • April 29th, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
WHEAERS, all parties have entered into the loan agreement, pledge agreement, purchase option agreement and related documents (Be known as “A Series of Agreements” hereinafter)
Merchandise Sale ContractMerchandise Sale Contract • April 11th, 2014 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
In light of the actual needs of both parties and in accordance with the Contract Law of the People’s Republic of China and Law of Product Quality and other relevant laws and rules, this Contract is entered into by and between Party A and Party B with regard to sale of merchandise by Party B to Party A on the principles of honesty, credit, reciprocity and mutual benefit.
LOAN AGREEMENT among Column A (“Borrower”) and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. (“ML Information Technology”) and Mai Wang Trading (Shanghai) Co., Ltd. (“Lender”) Dated Column BLoan Agreement • October 6th, 2010 • Mecox Lane LTD
This LOAN AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
August 8, 2014 FAST FASHION CHINA LIMITED (as Purchaser) and MECOX LANE LIMITED (as Seller)Share Purchase Agreement • April 29th, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl • New York
The Seller wishes to sell and the Purchaser wishes to acquire the entire issued share capital of the Company subject to the terms of this Agreement.
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 6th, 2010 • Mecox Lane LTD
Due to the nature of my position in the Company, I will receive Company Confidential Information. Through equal negotiation with the Company, I hereby agree with the Company that my non-competition obligations after the termination of my employment with the Company will be as follows:
Lease ContractLease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China,” the parties hereto have reached unanimity through friendly consultations and entered into this Contract in respect of the leasing of the Premise.
Shanghai House Lease Contract Pre-lease of Commodity House (Contract No. )House Lease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing” (hereinafter the “Regulations”), Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
MECOX LANE LIMITED ALFRED GU BEI CHUN SUPPLEMENTARY SERVICE AGREEMENT (as amended on September 16, 2010)Supplementary Service Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
WHEREAS, the Company and the Executive wish to include the terms and conditions described herein as a supplement to the Employment Agreement.
Network Advertisement Distributing ContractNetwork Advertisement Distributing Contract • October 6th, 2010 • Mecox Lane LTD
Party A agrees to pay the Commissions to Party B according to the following schedule upon the execution of this Contract:
HOUSE LEASE CONTRACTHouse Lease Contract • April 18th, 2012 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
January 1, 2015 Trademark License AgreementTrademark License Agreement • April 29th, 2015 • Mecox Lane LTD • Apparel & other finishd prods of fabrics & similar matl
WHEREAS the Licensor is the proprietor of the Trademark (as hereinafter defined) and is prepared to grant the Licensee and its affiliates a license to use the Trademark upon the terms hereinafter contained.
Re: Tax PayablesReimbursement Agreement • October 6th, 2010 • Mecox Lane LTD
In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Column B, Shanghai Mecox Lane Information Technology Co., Ltd. (“ML Information Technology”) and Mai Wang Trading (Shanghai) Co., Ltd. on the date hereof (the “Agreements”), ML Information Technology will reimburse Column B for any and all taxes payable by Column B arising from the transactions contemplated under the Agreements.
DATED 1st January, 2009License Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee a licence to use the Trade Mark upon the terms hereinafter contained.
