AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015Agreement and Plan of Merger • December 23rd, 2015 • Cnshangquan E-Commerce Co., 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 23rd, 2015 • Cnshangquan E-Commerce Co., 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.
SUPPORT AGREEMENTSupport Agreement • December 23rd, 2015 • Cnshangquan E-Commerce Co., Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 22, 2015 by and among (1) MINAT ASSOCIATED CO., LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”) and (2) ChinaEquity USD Fortune Co., Ltd. (the “Shareholder”), a business company incorporated under the laws of the British Virgin Islands and a shareholder of Mecox Lane Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EQUITY COMMITMENT LETTER December 22, 2015Cnshangquan E-Commerce Co., Ltd. • December 23rd, 2015 • Apparel & other finishd prods of fabrics & similar matl • New York
This letter agreement sets forth the commitment of 北京信中利投资股份有限公司, a company organized and existing under the Laws of the People’s Republic of China (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of MINAT ASSOCIATED CO., LTD., a business company incorporated under the laws of the British Virgin Islands (“Parent”). Parent has been formed for purposes of acquiring Mecox Lane Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”) pursuant to a certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Company, the Parent, and ChinaEquity Alliance Victory Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly-owned Subsidiary of Parent (“Merger Sub”). Pursuant
