Memorandum of Understanding and Certification
Exhibit 10.30
Memorandum of Understanding and Certification
Xxx Xxxx Trading (Shanghai) Co., Ltd. (“Xxx Xxxx Trading”), Shanghai Mecox Lane Shopping Co., Ltd. (“MecoxLane Shopping”), and shareholders of MecoxLane Shopping, Xx. Xxxxxx Xxxxxxx Gu, Xx. Xxxx Xx, and Xx. Xxxxxx Xxxx, entered into the following agreements on August 20, 2007. Summary of each of the agreements is summarized below:
Loan Agreements. Each shareholder of MecoxLane Shopping, namely Xx. Xxxxxx Xxxxxxx Gu, Xx. Xxxx Xx and Xx. Xxxxxx Xxxx, has entered into a loan agreement with Xxx Xxxx Xxxxxxx and MecoxLane Shopping. Under these loan agreements, Xxx Xxxx Trading lent interest-free loans of RMB3,000,000, RMB1,500,000 and RMB500,000 to these shareholders, respectively, solely for their respective capital contributions in MecoxLane Shopping. These loans will not become due until the earlier of the dates on which (i) Xxx Xxxx Xxxxxxx delivers the exercise notice pursuant to the exclusive purchase option agreement or (ii) MecoxLane Shopping is dissolved, liquidated, becomes bankrupt or is otherwise terminated. Each of the shareholders shall repay the loan only by transferring his/her equity interest in MecoxLane Shopping to Xxx Xxxx Trading or its designated third party.
Promissory Notes. Each shareholder of MecoxLane Shopping has issued a promissory note to Xxx Xxxx Xxxxxxx promising to repay to the latter or its assignee the principal amount under the relevant loan agreement described above.
Exclusive Purchase Option Agreements. Each shareholder of MecoxLane Shopping has entered into an exclusive purchase option agreement with Xxx Xxxx Xxxxxxx and MecoxLane Shopping, under which such shareholder irrevocably granted to Xxx Xxxx Trading or its designee an exclusive option to purchase his/her equity interest in MecoxLane Shopping at the purchase price equal to the outstanding principal of the loan under his/her loan agreement at the time when Xxx Xxxx Trading exercises the option. Xxx Xxxx Trading may exercise these options at any time.
Powers of Attorney. Each shareholder of MecoxLane Shopping has executed a power of attorney to grant to Xxx Xxxx Xxxxxxx or its designee the power of attorney to act on his/her behalf on all matters pertaining to MecoxLane Shopping and to exercise all of his/her rights as a shareholder of MecoxLane Shopping, including voting rights and the right to transfer all or a part of his/her equity interest in MecoxLane Shopping.
Exclusive Business Cooperation Agreement. Under the exclusive business cooperation agreement between MecoxLane Shopping and Xxx Xxxx Xxxxxxx, MecoxLane Shopping engages Xxx Xxxx Xxxxxxx as its exclusive provider of technical, consulting and other services and shall pay to Xxx Xxxx Trading service fees as determined by both parties. Xxx Xxxx Xxxxxxx shall exclusively own any intellectual property arising from the performance of this agreement. In addition, MecoxLane Shopping shall consult with Xxx Xxxx Trading before making any decisions that may have a material effect on its business or operations and shall faithfully execute any lawful business and technical instructions directed by Xxx Xxxx Xxxxxxx. This agreement has a term of 10 years unless is earlier terminated or renewed by Xxx Xxxx Xxxxxxx at its sole discretion with a 30 days’ prior written notice.
Equity Pledge Agreements. Each shareholder of MecoxLane Shopping has entered into an equity pledge agreement with Xxx Xxxx Xxxxxxx and MecoxLane Shopping, under which such shareholder pledged all of his/her equity interest in MecoxLane Shopping to Xxx Xxxx Xxxxxxx as collateral for all of his/her payments due to Xxx Xxxx Xxxxxxx and to secure his/her obligations under the above agreements. MecoxLane Shopping must not declare any dividend without Xxx Xxxx Xxxxxxx’s prior written consent, unless all the amounts due to Xxx Xxxx Trading have been paid off and all the obligations of MecoxLane Shopping have been fully discharged. If any event of default as defined under the loan agreement occurs, Xxx Xxxx Xxxxxxx, as the pledgee, will be entitled to certain rights including the right to sell the pledged equity interests.
Tax Indemnity Letters. Pursuant to the tax indemnity letters jointly issued by MecoxLane Shopping and Xxx Xxxx Trading to each shareholder of MecoxLane Shopping, MecoxLane Shopping and Xxx Xxxx Trading agree to jointly and severally reimburse these shareholders for any and all taxes payable by them in connection with the transactions under the above agreements.
Under PRC laws, each of MecoxLane Shopping and Xxx Xxxx Xxxxxxx is an independent legal person and neither of them is exposed to liabilities incurred by the other party. Other than pursuant to the contractual arrangements between MecoxLane Shopping and Xxx Xxxx Xxxxxxx, MecoxLane Shopping is not required to transfer any funds generated from its operations to Xxx Xxxx Trading.
We hereby confirms that the seven agreements (“New Agreements”) referred to above were originally entered into on July 19, 2005, the date of establishment of MecoxLane Shopping, and were re-signed on August 20, 2007 due to the loss of original agreements (“Original Agreements”). The terms of the New Agreements contain the same terms and conditions as the Original Agreements without exception.
Signed by: | /s/ Xxxxxx Xxxxxxx Xx | |
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Signed by: | /s/ Xxxx Xx | |
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Signed by: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx | |
Title: | CFO |