INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2010 • Mecox Lane LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2010 by and between Mecox Lane Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
Normal Building of Shanghai Chinalong Industrial Town Lease ContractLease Contract • October 6th, 2010 • Mecox Lane LTD
Whereas, Party A has entered into the Grant Contract of Land Use Right (“Grant Contract”) with the former Shanghai Land Administrative Bureau, under which Party A has obtained the right to use the land located at B7-B10 of Shanghai Caohejing New Technology Development Park for 50 years. Party A was also approved to build the Shanghai Chinalong Industrial Town (“Industrial Town”) on the above land, with normal plants which can be legally leased out.
LEASE CONTRACTLease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
LOAN AGREEMENT among Column A (“Borrower”) and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. (“Lender”) Dated Column BLoan Agreement • October 6th, 2010 • Mecox Lane LTD
This LOAN AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A (“Grantor”) and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. (“Grantee”) Dated Column BExclusive Purchase Option Agreement • October 6th, 2010 • Mecox Lane LTD
This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “Agreement”) is executed on Column B in , the People’s Republic of China (“China”) by the following Parties:
Shanghai House Lease ContractHouse Lease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
THIS SHAREHOLDERS AGREEMENT is made on 8 December 2008 BETWEEN: (collectively, the Parties and each individually a Party) WHEREAS: IT IS AGREED as follows:Shareholder Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
ICONIX CHINA LIMITED as Assignor and RAMPAGE CHINA LIMITED as Assignee TRADEMARK ASSIGNMENT AGREEMENTTrademark Assignment Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
OMNIBUS ASSIGNMENT, ASSUMPTION AND ACCESSION AGREEMENTOmnibus Assignment, Assumption and Accession Agreement • October 6th, 2010 • Mecox Lane LTD
This Omnibus Assignement, Assumption and Accession Agreement (this “Ominbus Agreement”), dated as of February 28, 2010, is entered into by and among Rampage China Limited (the “Company”), Mecox Lane Limited (“Mecox Lane”), Iconix China Limited (“ICL”) and ICL-Rampage Limited, a wholly owned subsidiary of ICL (“ICL-Rampage”), with respect to (i) the Shareholders Agreement, dated December 8, 2008, by and among the Company, Mecox Lane and ICL (as amended on December 12, 2009, the “Shareholders Agreement”), (ii) the Trademark Assignment Agreement, dated April 8, 2009, between ICL and the Company (the “Trademark Agreement”), (iii) the Company’s Memorandum and Articles of Association (the “Memorandum and Articles”; the Shareholders Agreement, the Trademark Agreementand and the Memorandum and Articles are collectively referred to herein as the “Transaction Documents”).
DATED 1st December, 2008Licensing Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee a licence to use the Trade Mark upon the terms hereinafter contained.
EMPLOYEE CONFIDENTIALITY AGREEMENTEmployee Confidentiality Agreement • October 6th, 2010 • Mecox Lane LTD
In consideration of my employment with Column A, its branches, affiliates, subsidiaries and successors or assigns that will enjoy its rights and assume its obligations in accordance with the laws (together the “Company” ), I hereby agree to the following:
LOAN AGREEMENT among Column A (“Borrower”) and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. (“ML Information Technology”) and Mai Wang Trading (Shanghai) Co., Ltd. (“Lender”) Dated Column BLoan Agreement • October 6th, 2010 • Mecox Lane LTD
This LOAN AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 6th, 2010 • Mecox Lane LTD
Due to the nature of my position in the Company, I will receive Company Confidential Information. Through equal negotiation with the Company, I hereby agree with the Company that my non-competition obligations after the termination of my employment with the Company will be as follows:
Lease ContractLease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China,” the parties hereto have reached unanimity through friendly consultations and entered into this Contract in respect of the leasing of the Premise.
Shanghai House Lease Contract Pre-lease of Commodity House (Contract No. )House Lease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing” (hereinafter the “Regulations”), Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out.
MECOX LANE LIMITED ALFRED GU BEI CHUN SUPPLEMENTARY SERVICE AGREEMENT (as amended on September 16, 2010)Supplementary Service Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
WHEREAS, the Company and the Executive wish to include the terms and conditions described herein as a supplement to the Employment Agreement.
Network Advertisement Distributing ContractNetwork Advertisement Distributing Contract • October 6th, 2010 • Mecox Lane LTD
Party A agrees to pay the Commissions to Party B according to the following schedule upon the execution of this Contract:
Re: Tax PayablesReimbursement Agreement • October 6th, 2010 • Mecox Lane LTD
In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Column B, Shanghai Mecox Lane Information Technology Co., Ltd. (“ML Information Technology”) and Mai Wang Trading (Shanghai) Co., Ltd. on the date hereof (the “Agreements”), ML Information Technology will reimburse Column B for any and all taxes payable by Column B arising from the transactions contemplated under the Agreements.
DATED 1st January, 2009License Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee a licence to use the Trade Mark upon the terms hereinafter contained.
Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. and Shanghai Mecox Lane International Mailoder Co., Ltd. Building Extension and Lease Agreement about Premises of 420 Shulin Road Xinqiao Town February 28, 2008Building Extension and Lease Agreement • October 6th, 2010 • Mecox Lane LTD
Whereas, Party B (Shanghai Mecox Lane International Mailoder Co., Ltd.) has rented from Party A (Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd.) five Premises located at 420 Shulin Road, Xinqiao Town, Songjiang District, Shanghai. Both parties have built a good cooperation relationship. To meet the further demand on the premises and to provide good operation premises for the development of Party B, both parties agree upon friendly negotiation that Party A shall progressively convert the 3 villas to the right (southeast) of the front gate and No.6 and No.7 Buildings (numbers for the plant design issued on September 18, 2005 and currently are No.4 and No.5 Premises of the logistics department of Mecox Lane) to two independent five-storey standard premises (hereinafter the “Premises”), of which the total construction area shall be not less than 30,000 square meters and which shall be sublet to Party B with the lease term expiring on December 31, 2013.
EQUITY PLEDGE AGREEMENT among Column A (“Pledgor”) and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. (“Beneficiary”) Dated Column BEquity Pledge Agreement • October 6th, 2010 • Mecox Lane LTD
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
Memorandum of Understanding and CertificationMemorandum of Understanding • October 6th, 2010 • Mecox Lane LTD
Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Information Technology Co., Ltd. (“MecoxLane Information”), and shareholders of MecoxLane Information, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Yu Shen, entered into the following agreements on August 15, 2006. The agreements were re-signed on Feb , 2008, whereby Mr. Yu Shen was replaced by Mr. Yi Xu as a shareholder. Summary of each of the agreements is summarized below:
House Lease ContractHouse Lease Contract • October 6th, 2010 • Mecox Lane LTD • Shanghai
This lease contract (hereinafter this “Contract”) is made by and between the following two parties in Shanghai, the People’s Republic of China (hereinafter “China”):
EQUITY PLEDGE AGREEMENT among COLUMN A (“Pledgor”) and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. (“ML Information Technology”) and Mai Wang Trading (Shanghai) Co., Ltd. (“Beneficiary”) Dated Column BEquity Pledge Agreement • October 6th, 2010 • Mecox Lane LTD
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on Column B in Shanghai, the People’s Republic of China (“China”) by and among the following parties:
MECOX LANE LIMITED FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2010 • Mecox Lane LTD
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 1, 2010, by and among Mecox Lane Limited, a company organized under the laws of the Cayman Islands (the “Company”) and certain undersigned investors as also set forth in Schedule A (such investors, including their permitted transferees and assigns of record in accordance with the terms of this Agreement, collectively, the “Investors”).
October 14, 2007 Trademark License AgreementTrademark License Agreement • October 6th, 2010 • Mecox Lane LTD
WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee and its affiliates a licence to use the Trade Mark upon the terms hereinafter contained.
Re: Tax PayablesRe: Tax Payables • October 6th, 2010 • Mecox Lane LTD
In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Column B, Shanghai Mecox Lane Shopping Co., Ltd. (“ML Shopping”) and Mai Wang Trading (Shanghai) Co., Ltd. (“ML Trading”) on the date hereof (the “Agreements”), ML Shopping and ML Trading will jointly and severally reimburse Column B for any and all taxes payable by Column B arising from the transactions contemplated under the Agreements.
THIS AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT (Amendment Agreement) is made on 12 December 2009 Between: (collectively, the Parties and each individually a Party). Whereas, NOW IT IS AGREED AS FOLLOWS:Shareholders Agreement • October 6th, 2010 • Mecox Lane LTD • Hong Kong
Lease ContractLease Contract • October 6th, 2010 • Mecox Lane LTD
In accordance with the “Contract Law of the People’s Republic of China” and other related laws and regulations, Party A and Party B, in consideration for the mutual covenants and agreements set forth herein and based on the equality and voluntariness, agree as follows:
LOAN AGREEMENT among Column A (“Borrower”) and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. (“Lender”) Dated Column BLoan Agreement • October 6th, 2010 • Mecox Lane LTD
This LOAN AGREEMENT (this “Agreement”) is made on Column B in , the People’s Republic of China (“China”) by and among the following parties:
EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE SHOPPING CO., LTD and MAI WANG TRADING (SHANGHAI) CO., LTD. Dated August 20, 2007Exclusive Business Cooperation Agreement • October 6th, 2010 • Mecox Lane LTD
This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “Agreement”) is executed on August 20, 2007 in Shanghai, the People’s Republic of China (“China”) by the following parties:
EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD andExclusive Business Cooperation Agreement • October 6th, 2010 • Mecox Lane LTD
This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “Agreement”) is executed on August 15, 2006 in Shanghai, the People’s Republic of China (“China”) by the following parties:
EMPLOYMENT AGREEMENT Form AEmployment Agreement • October 6th, 2010 • Mecox Lane LTD
The Company wishes to retain the Executive as the Column D of the Company, and the Executive wishes to be employed by the Company in such capacity, all upon the terms and conditions hereinafter set forth.
To: Mecox Lane LimitedConsent Letter • October 6th, 2010 • Mecox Lane LTD
We hereby refer to the Shareholders Agreement entered into by and among Iconix China Limited, Rampage China Limited and Mecox Lane Limited as of December 8, 2008 (as amended, the “Shareholders Agreement”), and the Trademark Assignment Agreement entered into by and between Iconix China Limited and Rampage China Limited as of April 8, 2009 (as amended, the “Trademark Agreement”), both of which were assigned by Iconix China Limited to ICL-Rampage Limited in February 2010. Under these two agreements, we agree to assign and/or license or procure the assignment and/or licensing of all of the rights, titles and interests in and to certain trademarks relating to the Rampage brand (the “Rampage Trademarks”) to Rampage China Limited.
Memorandum of Understanding and CertificationLoan Agreement • October 6th, 2010 • Mecox Lane LTD
Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Shopping Co., Ltd. (“MecoxLane Shopping”), and shareholders of MecoxLane Shopping, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Shiqin Zhao, entered into the following agreements on August 20, 2007. Summary of each of the agreements is summarized below:
