EXHIBIT F LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 28, 2011, EXECUTED BY SINA IN FAVOR OF THE COMPANYLock-Up Agreement • April 1st, 2011 • Sina Corp • Services-prepackaged software • New York
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.
EXHIBIT C MEMORANDUM OF UNDERSTANDING, DATED AS OF FEBRUARY 28, 2011, BETWEEN SINA CORPORATION AND MECOX LANE LIMITEDMemorandum of Understanding • April 1st, 2011 • Sina Corp • Services-prepackaged software
This Memorandum of Understanding (as the same may be amended, modified or restated from time to time, this “Agreement”), is dated as of February 28, 2011, by and among Mecox Lane Limited (“Mecox”) and Sina Corporation (“Sina” and collectively with Mecox, the “Parties”).
EXHIBIT B OPTION AGREEMENT, DATED AS OF FEBRUARY 28, 2011, AMONG SINA CORPORATION, MAXPRO HOLDINGS LIMITED AND EVER KEEN HOLDINGS LIMITEDOption Agreement • April 1st, 2011 • Sina Corp • Services-prepackaged software • New York
Reference is made to the Share Purchase Agreement (the “SPA”), dated as of the date hereof (the “SPA”), among Maxpro Holdings Limited, Ever Keen Holdings Limited and Sina Corporation (“Sina”). Capitalized terms not defined herein shall have the same meanings set forth in the SPA.
EXHIBIT A SHARE PURCHASE AGREEMENT, DATED AS OF FEBRUARY 28, 2011, AMONG SINA CORPORATION, MAXPRO HOLDINGS LIMITED AND EVER KEEN HOLDINGS LIMITEDShare Purchase Agreement • April 1st, 2011 • Sina Corp • Services-prepackaged software • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2011, among THE PERSONS SET FORTH IN EXHIBIT A (the “Sellers”) and SINA CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser”).
EXHIBIT E LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 28, 2011, EXECUTED BY SINA IN FAVOR OF UBS AG, CREDIT SUISSE SECURITIES (USA) LLC AND OTHER PARTIES NAMED THEREINLock-Up Agreement • April 1st, 2011 • Sina Corp • Services-prepackaged software
This Lock-Up Agreement is being delivered to you in connection with the share purchase agreement (the “Share Purchase Agreement”) dated February 28, 2011, entered into by the undersigned, Maxpro Holdings Limited and Ever Keen Holdings Limited, with respect to the purchase of ordinary shares (the “Ordinary Shares”), par value $0.0001 per share, of Mecox Lane Limited, a Cayman Islands corporation (the “Company”) by the undersigned from Maxpro Holdings Limited and Ever Keen Holdings Limited. It is noted that simultaneous with the Share Purchase Agreement, parties to the Share Purchase Agreement also entered into an option letter agreement pursuant to which Maxpro Holdings Limited and Ever Keen Holdings Limited granted the undersigned an option to purchase 48,254,173 Ordinary Shares (the “Option”). The undersigned hereby confirms that in the event that it exercises the Option during the Lock-Up Period (as defined below), it will execute and deliver a new lock-up agreement, on substantially
EXHIBIT D ASSIGNMENT AND JOINDER, DATED AS OF MARCH 25, 2011, AMONG SINA, MAXPRO HOLDINGS LIMITED AND EVER KEEN HOLDINGS LIMITEDAssignment and Joinder • April 1st, 2011 • Sina Corp • Services-prepackaged software
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.
