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.
