AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015Agreement and Plan of Merger • December 23rd, 2015 • ChinaEquity USD Fund I L.P. • 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 23rd, 2015 • ChinaEquity USD Fund I L.P. • 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.
SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • December 17th, 2015 • ChinaEquity USD Fund I L.P. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT is made on December 17, 2015 (the “Agreement”), by and between CNshangquan Limited (“CNshangquan”), Chinaequity Capital Investments Co., Limited (“Chinaequity HK”), and ChinaEquity USD Fortune Co., Ltd. (“ChinaEquity”). Each of CNshangquan, Chinaequity HK and ChinaEquity is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
SUPPORT AGREEMENTSupport Agreement • December 23rd, 2015 • ChinaEquity USD Fund I L.P. • Apparel & other finishd prods of fabrics & similar matl • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 22, 2015 by and among (1) MINAT ASSOCIATED CO., LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”) and (2) ChinaEquity USD Fortune Co., Ltd. (the “Shareholder”), a business company incorporated under the laws of the British Virgin Islands and a shareholder of Mecox Lane Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EQUITY COMMITMENT LETTER December 22, 2015ChinaEquity USD Fund I L.P. • December 23rd, 2015 • Apparel & other finishd prods of fabrics & similar matl • New York
This letter agreement sets forth the commitment of 北京信中利投资股份有限公司, a company organized and existing under the Laws of the People’s Republic of China (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of MINAT ASSOCIATED CO., LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”). Parent has been formed for purposes of acquiring Mecox Lane Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”) pursuant to a certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Company, the Parent, and ChinaEquity Alliance Victory Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned Subsidiary of Parent (“Merger Sub”). Pursuant
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2015 • ChinaEquity USD Fund I L.P. • Apparel & other finishd prods of fabrics & similar matl
We, the undersigned, hereby agree that the Statement on Schedule 13D in connection with the securities of Mecox Lane Limited to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
