EXHIBIT D ASSIGNMENT AND JOINDER, DATED AS OF MARCH 25, 2011, AMONG SINA, MAXPRO HOLDINGS LIMITED AND EVER KEEN HOLDINGS LIMITED
EXHIBIT D
ASSIGNMENT AND JOINDER, DATED AS OF MARCH 25, 2011, AMONG SINA,
MAXPRO HOLDINGS LIMITED AND EVER KEEN HOLDINGS LIMITED
MAXPRO HOLDINGS LIMITED AND EVER KEEN HOLDINGS LIMITED
EXECUTION COPY
This Assignment and Joinder (this “Agreement”) is executed on March 25, 2011 (the
“Effective Date”) by and among SINA CORPORATION, an exempted company with limited liability
incorporated under the laws of the Cayman Islands (the “Purchaser”), Maxpro Holdings Limited
(“Maxpro”) and Ever Keen Holdings Limited (“Ever Keen”, and together with Maxpro, the “Sellers”),
each, a limited liability company incorporated in the British Virgin Islands.
R E C I T A L S
A. WHEREAS, the Purchaser and the Sellers have entered into a Share Purchase Agreement dated
as of February 28, 2011(the “Share Purchase Agreement”) pursuant to which the Sellers have sold to
the Purchaser, and the Purchaser has purchased from the Sellers, 76,986,529 outstanding ordinary
shares (the “Ordinary Shares”, and the Ordinary Shares purchased by the Purchaser from the Sellers,
the “Sale Shares”), par value US$0.0001 per share of Mecox Lane Limited, a Cayman Islands
corporation (the “Company). Capitalized terms used but not defined herein shall have the meaning
given to them in the Share Purchase Agreement.
B. WHEREAS, the Company has granted the Sellers certain rights in respect of their Ordinary
Shares pursuant to the Registration Rights Agreement.
C. WHEREAS, pursuant to Section 2.3 of the Registration Rights Agreement, a Seller may assign
its rights granted to them by the Company under the Registration Rights Agreement to a transferee
or assignee of at least 500,000 ordinary shares of the Company held by the Seller not sold to the
public, provided that the Company is given written notice by such Seller at the time or within a
reasonable time after said transfer, stating the name and address of said transferee or assignee
and identifying the securities with respect to which such registration rights are being assigned,
provided, further, that in connection with and as a condition to said transfer or assignment
pursuant to Section 2.3, said transferee or assignee shall agree to be bound by and subject to the
terms and conditions of the Registration Rights Agreement.
D. WHEREAS, pursuant to the Share Purchase Agreement, Maxpro Holdings Limited has validly
transferred 46,550,255 Ordinary Shares of the Company to the Purchaser and Ever Keen Holdings
Limited has validly transferred 30,436,274 Ordinary Share of the Company to the Purchaser.
E. WHEREAS, pursuant to the SPA, the Sellers have agreed to assign to the Purchaser their
rights under the Registration Rights Agreement and the Purchaser has agreed to become bound by the
terms of the Registration Rights Agreement, in each case, with respect to the Sale Shares.
NOW, THEREFORE, the Purchaser and the Sellers hereby agree as follows:
1. Assignment and Assumption. Each Seller hereby assigns, transfers and conveys to the
Purchaser its entire right, title and interest in and to its rights under the Registration Rights
Agreement with respect to its portion of the Sale Shares, and the Purchaser hereby assumes and
agrees to perform all of the obligations of the Sellers under the Registration Rights Agreement
with respect to the Sale Shares.
2. Joinder. By executing and delivering this Agreement to the Sellers, the Purchaser hereby
agrees to become a party to, to be bound by, and to comply with the provisions of the Registration
Rights Agreement in the same manner as if the undersigned were an Investor, as such term is defined
in the Stockholders Agreement.
3. Incorporation by Reference. Sections 10.02, 10.04 and 10.06 through 10.13 of the Share
Purchase Agreement shall be incorporated herein by reference and shall constitute terms of this
Agreement binding upon the parties hereto.
[Signature page follows]
2
IN WITNESS WHEREOF, the undersigned have entered into, executed and delivered this
Acknowledgment, intending it to be effective as of the Effective Date:
SINA CORPORATION a Cayman Islands corporation |
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By: | /s/ Xxxxxxx Xxxx | |||
Name: | Xxxxxxx Xxxx | |||
Title: | President | |||
Maxpro Holdings Limited a British Virgin Islands limited liability company |
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By: | /s/ Xxxxxxx Xxxx | |||
Name: | Xxxx Xxxxxxx Xxxx | |||
Title: | Director | |||
Ever Keen Holdings Limited a British Virgin Islands limited liability company |
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By: | /s/ Xxxxxxx Xxxx | |||
Name: | Xxxx Xxxxxxx Xxxx | |||
Title: | Director | |||
[Signature Page to Sina Assignment and Joinder]