EXHIBIT F LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 28, 2011, EXECUTED BY SINA IN FAVOR OF THE COMPANY
EXHIBIT F
LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 28, 2011, EXECUTED BY SINA IN FAVOR OF THE COMPANY
EXECUTION COPY
February 28, 0000
Xxxxx Xxxx Limited
22nd Floor, Gems Tower, Building 20
Xx. 000, Xxxxxxx Xxxx
Xxxxxxxx, 000000, Xxxxx
22nd Floor, Gems Tower, Building 20
Xx. 000, Xxxxxxx Xxxx
Xxxxxxxx, 000000, Xxxxx
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the share purchase
agreement (the “Share Purchase Agreement”; terms used but not defined herein shall have the
meaning ascribed to them in the Share Purchase Agreement) dated February 28, 2011, entered into by
Sina Corporation (“Sina”), Maxpro Holdings Limited (“Maxpro”) and Ever Keen
Holdings Limited (“Ever Keen”, and together with Maxpro, the “Sellers”), with
respect to the purchase of 76,986,529 ordinary shares, par value $0.0001 per share, of Mecox Lane
Limited, a Cayman Islands corporation (the “Company” and, collectively with Sina and
Sellers, the “Parties”) (the “Ordinary Shares”, and such shares to be purchased
and/or converted from American Depositary Shares (“ADSs”) by Sina, in connection with the
Share Purchase Agreement, the “Sale Shares”) by Sina from the Sellers.
Sina agrees that, for a period (“Sina’s Lock-Up Period”) beginning on the Date of
Closing as defined under the Share Purchase Agreement and ending on, and including, the first
anniversary of the Closing, Sina will not, without the prior written consent of the Sellers and the
Company, or their nominees, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or file (or participate in the filing of) a registration statement with the Securities
and Exchange Commission (the “Commission”) in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder (the “Exchange Act”) with respect to, any of the Sale
Shares whether in the form of Ordinary Shares or ADSs, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Sale Shares, whether any such transaction is to be settled by delivery of ADSs or
Ordinary Shares, in cash or otherwise or (iii) publicly announce an intention to effect any
transaction specified in clause (i) or (ii). Sina further agrees that, if prior to the expiration
of the Lock-Up Period (as defined in the Original Lock-Up Agreement), Sina exercises the option
granted to it under the Option Agreement dated February 28, 2011, by and among Maxpro, Ever Keen
and Sina, Sina shall execute an additional lock-up agreement with the Company pursuant to which
Sina shall agree to lock up the Ordinary Shares purchased under the Option Agreement on the same
terms described above for the remainder of Sina’s Lock-Up Period.
The Sellers agrees that, for a period (the “Sellers’ Lock-Up Period”) beginning on the
Date of Closing as defined under the Share Purchase Agreement and ending on, and including, the
date that is 180 days from the date of the Closing, the Sellers will not, without
the prior written
consent of Sina and the Company, or their nominees, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, or file (or participate in the filing of) a registration statement with
the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder (the “Exchange Act”) with respect to, any Ordinary Shares of the
Company held as of the date of Closing (the “Remaining Shares”) whether in the form of
Ordinary Shares or ADSs, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the Remaining Shares, whether
any such transaction is to be settled by delivery of American Depositary Shares (“ADSs”) or
Ordinary Shares, in cash or otherwise or (iii) publicly announce an intention to effect any
transaction specified in clause (i) or (ii); provided, however, that nothing in
this Lock-Up Agreement shall restrict (x) the Sellers from selling Ordinary Shares to Sina or Sina
from purchasing such Ordinary Shares from the Sellers under the Option Letter Agreement or (y) any
Ordinary Shares purchased by Sina from the Sellers thereunder, as long as Sina complies with the
terms of the preceding paragraph.
The foregoing two paragraphs shall not apply to (a) any transactions relating to the Ordinary
Shares, ADSs or other securities of the Company acquired in open market transactions or (b)
transfers or distributions by the undersigned of Ordinary Shares or ADSs to affiliates of the
undersigned, provided that each such transferee or distributee shall enter into a written agreement
accepting the restrictions set forth herein.
Each of Sina and Sellers further agrees that, for Sina’s Lock-Up Period or the Sellers’ Lock
Up Period, as applicable, each of Sina and Sellers will not, without the prior written consent of
the other Parties, make any demand for, or exercise any right with respect to, the registration of
ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs
or Ordinary Shares, or warrants or other rights to purchase ADSs or Ordinary Shares or any such
securities.
Each of Sina and the Sellers authorizes the Company and its transfer agent, during Sina’s
Lock-Up Period or the Sellers’ Lock Up Period, as applicable, to decline the transfer of or to note
stop transfer restrictions on the stock register and other records relating to ADSs or Ordinary
Shares or other securities subject to this Lock-Up Agreement of which each of Sina and the Sellers
is the record holder, and, with respect to ADSs or Ordinary Shares or other securities subject to
this Lock-Up Agreement of which each of Sina and the Sellers is the beneficial owner but not the
record holder, each of Sina and Sellers hereby agrees to cause such record holder to authorize the
Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note
stop transfer restrictions on the stock register and other records relating to such ADSs or
Ordinary Shares or other securities.
This Lock-Up Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever
arising out of or in any way relating to this Lock-Up Agreement, directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New York.
If for any reason the Share Purchase Agreement shall be terminated prior to the Date of
Closing (as defined in the Share Purchase Agreement), this Lock-Up Agreement
shall be terminated
and the undersigned shall be released from its obligations hereunder.
[Signature page follows]
| Yours very truly, |
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| Maxpro Holdings Limited |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxx Xxxxxxx Xxxx | |||
| Title: | Director | |||
| Ever Keen Holdings Limited |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxx Xxxxxxx Xxxx | |||
| Title: | Director | |||
| SINA Corporation |
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| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | President | |||
| Agreed and confirmed as of the date first above written: Mecox Lane Limited |
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| By: | /s/ Beichun Gu | |||
| Name: | Xxxxxx Beichun Gu | |||
| Title: | Chief Executive Officer | |||
[Signature Page to Sina Company Lock-Up Agreement]
