SUBSCRIPTION AND CONTRIBUTION AGREEMENT

Exhibit. 99.5

SUBSCRIPTION AND CONTRIBUTION AGREEMENT

THIS SUBSCRIPTION AND CONTRIBUTION AGREEMENT is made as of November 20, 2012 by and among Giosis Cayman Ltd., a limited company organized under the laws of Cayman Islands and to be renamed Giosis Mecoxlane Ltd. (the “Company”), Giosis China Limited, a limited company organized and existing under the laws of Hong Kong and wholly-owned subsidiary of the Company and to be renamed Giosis Mecoxlane Limited (“GHK”), and each of Giosis Pte. Ltd., a limited company organized under the laws of Singapore and current sole stockholder of the Company (“Giosis”), Mecox Lane Limited, a limited company organized under the laws of Cayman Islands (“Mecox” and together with Giosis, each an “Investor”), Mecox Lane International Mailorder Co., Ltd., a limited company organized and existing under the laws and regulations of the PRC (“Mecox Mailorder”), Maiwang E-commerce Co., Ltd., a limited company organized and existing under the laws and regulations of the PRC (“Maiwang”), and Mecox Lane (Hong Kong) Ltd., a limited liability company organized and existing under the laws of Hong Kong (“Mecox HK”, and collectively with Mecox, Mecox Mailorder and Maiwang, the “Mecox Entities”).

RECITALS

(A)                               The Company desires to sell, and each Investor desires to purchase, the Series A Preferred Shares (as defined below) in the amounts and for the cash purchase price set forth in Section 1 below.

(B)                               The Company desires to purchase, and Giosis and each Mecox Entity desires to sell, assign, transfer, convey and deliver their respective Contributed Assets pursuant to Section 2 below.

(C)                               By this instrument: (a) Giosis is vesting in the Company all right, title and interest of Giosis in, to and under the Giosis Contributed Assets, (b) Mecox is vesting in the Company all right, title and interest of Mecox in, to and under the Mecox Contributed Assets, (c) Mecox HK is vesting in the Company all right, title and interest of Mecox HK in, to and under the registered trademarks and pending registered trademarks on Schedule 4 hereto, (d) Mecox Mailorder is vesting in Giosis e-Commerce (Shanghai) Ltd., a limited company organized and existing under the laws and regulations of the PRC (“GVIE”), all right, title and interest of Mecox Mailorder in, to and under the domain names owned by Mecox Mailorder listed on Schedule 4 hereto, (e) Maiwang is vesting in GVIE, all right, title and interest of Maiwang in, to and under the domain names owned by Maiwang listed on Schedule 4 hereto and (f) the Company is assuming the Assumed Liabilities.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1                                         SUBSCRIPTION OF SERIES A PREFERRED SHARES FOR CASH

1.1                               At the Closing (as defined below), the Company hereby sells to each Investor, and each Investor, severally and not jointly, hereby purchases from the Company, the number of the Company’s Series A convertible preferred shares of US $0.001 par value (the “Series A Preferred Shares”), free and clear of any Liens (as defined below) as set forth in the column titled “Series A Preferred Shares” opposite such Investor’s names on Schedule 1 hereto.

1.2                               In full consideration for the Series A Preferred Shares, at the Closing, each Investor shall pay (severally and not jointly) the Company US $1.00 per each Series A Preferred Share purchased by such Investor hereunder, for an aggregate purchase price as set forth in the column titled “Cash Purchase Price” opposite such Investor’s name on Schedule 1 hereto (for each such Investor, the “Cash Purchase Price”).

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1.3                               At the Closing (as defined below), concurrently:

(a)                                 The Cash Purchase Price shall be paid by wire transfer of immediate available funds, free of any tax withholding, to the account set forth on Schedule 2 hereto;

(b)                                 The Company shall within four (4) business days of the Closing (i) update the register of members of the Company to reflect such purchase of Series A Preferred Shares (and the issuance of Ordinary Shares pursuant to Section 2 below), (ii) deliver certified copies of the register of members of the Company to each Investor giving effect to the issuance and sale of the Series A Preferred Shares pursuant to this Section 1 (and the issuance and sale of the Ordinary Shares pursuant to Section 2 below) and (iii) and issue share certificates to each of the Investors representing the number and type of Ordinary Shares and Series A Preferred Shares purchased by such Investor hereunder; and

(c)                                  (i) Giosis, GSH and GHK shall execute and deliver a share transfer agreement to formally effect the transfer of all of the issued and outstanding shares of GSH to GHK pursuant to Section 2.1 below, (ii) Giosis shall deliver any appropriate transfer instruments to GHK and (iii) GSH shall after the Closing (subject to completion of the covenants set forth in Section 2.7 of the Shareholders Agreement, as defined below) (x) update or prepare the register of members of GSH to reflect such transfer and (y) deliver copies of the register of members of GSH to GHK.

(d)                                 Mecox HK and the Company shall (i) execute and deliver a trademark assignment agreement for each of the registered trademarks listed in Schedule 4 and (ii) immediately after the Closing, submit the aforementioned trademark assignment agreements to China Trademark Office to file the transfer of relevant registered trademarks.

(e)                                  Mecox HK shall execute, or cause its applicable affiliate to execute, an official application form for each of the pending registration trademarks in Schedule 4, and shall immediately after the Closing submit such application forms to China Trademark Office to file for the change of relevant trademark applicant from Mecox HK to the Company.

(f)                                   Each of Mecox Mailorder and Maiwang and GVIE shall execute and deliver a domain name transfer agreement for each of the domain names listed in Schedule 4, as applicable, and immediately after the Closing, submit the aforementioned domain name transfer agreements to the applicable domain name agency to file for the transfer of relevant domain names.

1.4                               Within sixty (60) days following the Closing:

(a)                                The Company shall calculate the net assets of GSH and GVIE, on a consolidated basis as of immediately prior to the Closing (and, for the avoidance of doubt, prior to the contribution set forth in Section 2.1) and prepare and deliver to each Investor a statement of such net assets;

(b)                                If the net assets are positive, the Company or GHK shall pay to Giosis an amount equal to the positive amount of the net assets; and

(c)                                 If the net assets are negative, Giosis shall pay to the Company, for no additional consideration, an amount equal to the negative amount of the net assets.

For purposes of this Section 1.4,”net assets” shall equal:

(1)         Cash and cash equivalents; plus

(2)         Accounts receivable; minus

(3)         Assumed Liabilities.

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2                                         TRANSFER OF CONTRIBUTED ASSETS

2.1                               Giosis Contributed Assets.  At the Closing, Giosis hereby sells, assigns, transfers, conveys and delivers to GHK all of the shares of Shanghai Giosis IT Ltd., a wholly foreign-owned enterprise with limited liability organized and validly existing under the laws and regulations of the PRC (“GSH”) such that, immediately after the Closing, GSH becomes a wholly-owned subsidiary of GHK.  The shares being contributed, and a list of the key assets owned or controlled by GSH, are set forth in Schedule 3 hereto (the “Giosis Contributed Assets”).  In full consideration of, and concurrently with, such transfer of the Giosis Contributed Assets, the Company hereby issues and sells to Giosis such number of shares of the Company’s ordinary shares of US $0.001 par value (the “Ordinary Shares” and together with the Series A Preferred Shares, such shares being purchased hereunder, the “Purchased Shares”) as set forth in the column titled “Ordinary Shares” opposite Giosis’ name on Schedule 1 hereto.

2.2                               Mecox Contributed Assets.  At the Closing, each of the Mecox Entities, as applicable, hereby sells, assigns, transfers, conveys and delivers to the Company or GVIE, as applicable, all right, title and interest of Mecox in, to and under the assets set forth in Schedule 4 hereto (the “Mecox Contributed Assets” and together with the Giosis Contributed Assets, the “Contributed Assets”).  In full consideration of, and concurrently with, such transfer of the Mecox Contributed Assets, the Company hereby issues and sells to Mecox such number of Ordinary Shares as set forth in the column titled “Ordinary Shares” opposite Mecox’s name on Schedule 1 hereto.

2.3                               License of Know-How.

(a)                                Giosis hereby grants to the Company and its subsidiaries a non-exclusive, perpetual, irrevocable, royalty-free, transferrable right to use, reproduce and otherwise exploit, in each case only in the Territory (as defined in the Shareholders Agreement), the business and management expertise and know-how of Young Bae Ku and the personnel of Giosis and its subsidiaries being transferred to the Company (and/or its subsidiaries) as such know-how exists as of the Closing, in furtherance of the Business (as defined in the Shareholders Agreement).

(b)                                Mecox hereby grants to the Company and its subsidiaries a non-exclusive, perpetual, irrevocable, royalty-free, transferrable right to use, reproduce and otherwise exploit, in each case only in the Territory, the business and management expertise and know-how of ▇▇▇▇▇▇ ▇▇ and the personnel of Mecox and its subsidiaries being transferred to the Company (and/or its subsidiaries) and any know-how associated with the domain names and operations of the domain names included as a Contributed Asset, in each case, as such know-how exists as of the Closing, in furtherance of the Business.

3                                         ASSUMPTION OF ASSUMED LIABILITIES

3.1                               The Company hereby agrees to assume, satisfy, discharge and perform as and when due all liabilities with respect to the Giosis Contributed Assets and the Mecox Contributed Assets arising on or after the Closing and all ordinary course accounts payable and accrued expenses of GSH and its controlled entity, GVIE, which liabilities are generally listed in Schedule 5 hereto (the “Assumed Liabilities”).

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4                                         CLOSING; CONDITIONS TO CLOSING

4.1                               Closing.

(a)                                The purchase and sale of the Purchased Shares, the transfer of the Contributed Assets and the assumption of the Assumed Liabilities pursuant to Sections 1, 2 and 3 shall be consummated at a closing (“Closing”), which shall be held by remote exchange of documents on such date (the “Closing Date”) as the Investors and the Company may agree, provided that all conditions to the Closing in this Section 4 have been satisfied, or if not all conditions are satisfied, after such conditions have been waived in writing by the relevant parties.  Notwithstanding the foregoing, the Investors and the Company agree that the Closing shall occur within four (4) business days of the satisfaction of the conditions to the Closing in this Section 4 or the written waiver of such conditions by the relevant parties.

(b)                                Each of the parties shall use its commercially reasonable efforts to satisfy the conditions set forth in this Section 4.

(c)                                 From the date hereof until the Closing, Giosis shall (i) use and operate the Giosis Contributed Assets only in the ordinary course of business consistent with past practice, (ii) not transfer, grant a security interest or lien upon, or otherwise adversely affect its ownership rights and other rights in, the Giosis Contributed Assets and (iii) use its commercially reasonable efforts to protect the condition and quality of the Giosis Contributed Assets consistent with past practice.

(d)                                From the date hereof until the Closing, each of the Mecox Entities shall (i) use and operate the Mecox Contributed Assets only in the ordinary course of business consistent with past practice, (ii) not transfer, grant a security interest or lien upon, or otherwise adversely affect its ownership rights and other rights in, the Mecox Contributed Assets and (iii) use its commercially reasonable efforts to protect the condition and quality of the Mecox Contributed Assets consistent with past practice.

4.2                               Conditions to the Obligations of the Investors to Close. The obligation of each of the Investors to purchase its portion of the Purchased Shares and to transfer its respective Contributed Assets at the Closing is, unless otherwise waived in writing by each of the Investors, subject to the fulfillment to the satisfaction of all the Investors on or prior to the Closing of the following conditions:

(a)                                Representations and Warranties True, Correct and Complete.  The representations and warranties made by the Company and GHK in Section 5 hereof, and the representations and warranties of the other Investor in Section 6 hereof, shall be true and correct and complete with respect to the subject covered therein when made, and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.

(b)                                Performance of Obligations.  Each of the Company and GHK, and each other Investor, shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required or contemplated to be performed or complied with by it on or before the Closing.

(c)                                 Company’s Charter Documents.  The Company’s Memorandum and Articles of Association shall have been duly amended by all necessary action of the Board and shareholders of the Company to read substantially the form attached hereto as Exhibit B (the “Amended M&AA”) and such Amended M&AA shall have been duly filed with and accepted by the Registrar of Companies of the Cayman Islands.

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(d)                                Consents and Waivers.  Each of the Company and GHK shall have obtained any and all consents and waivers, including from all government authorizations, necessary for consummation of the transactions contemplated by this Agreement; provided, however, with respect to Giosis’s contribution of GSH to GHK as contemplated by Section 2.1, the following shall be obtained within forty (40) business days after the Closing: (i) official approval on GHK’s acquisition of GSH from Giosis, together with a new Certificate of Approval of GSH showing GHK’s 100% shareholding therein, both to be issued by Shanghai Commission of Commerce; and (ii) a new Business License of GSH showing GHK’s 100% shareholding therein to be issued by the competent Administration of Industry and Commerce in Shanghai (collectively, “GSH Contribution Certificates”).

(e)                                 Laws.  The offer and sale of the Purchased Shares to the Investors pursuant to this Agreement shall be exempt from the registration and prospectus delivery requirements any applicable securities laws and shall not violate or breach or result in a violation or breach of any other applicable laws or regulations.

(f)                                  No Litigation.  No demand, claim, suit, action, arbitration or legal, administrative or other proceeding (collectively, “Action”) shall have been threatened or instituted against the Company, GHK or any Investor seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement.

(g)                                 Other Agreements.  Counterparts of each of the following agreements shall have been duly executed and delivered by all parties (except such Investors) thereto (collectively, the “Other Agreements”) and shall be in full force and effect:

(i) the Shareholders Agreement in substantially the form attached hereto as Exhibit C (the “Shareholders Agreement”);

(ii) the License Agreement in substantially the form attached hereto as Exhibit D;

(iii) the acceptance of employment by the persons set forth on Exhibit E with Company and/or its subsidiary (as set forth on Exhibit E) pursuant to a form of employment letter agreement in substantially the form attached hereto as part of Exhibit E;

(iv) the Employment Agreements between Young Bae Ku and the Company and between Young Bae Ku and GSH in substantially the form attached hereto as Exhibit F;

(v) the E-Commerce Platform Service Agreement in substantially the form attached hereto as Exhibit G; and

(vi) the other Contribution Agreements between the Company and its Subsidiaries in substantially the form attached hereto as Exhibit H.

(h)                                Proceedings.  All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investors, and the Investors shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

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(i)                                    Board Constitution.  All actions shall have been taken to constitute the Board of Directors of the Company and each relevant subsidiary, effective upon the Closing, in accordance with the requirements of the Shareholders Agreement and each director of the Company shall have entered into a director indemnification agreement as contemplated by the Shareholders Agreement.

(j)                                   Board and members/shareholders resolutions.  Board and members/shareholders resolutions of the Company and GHK approving the transactions contemplated by this Agreement, including without limitation, adopting the Amended M&AA and authorizing the filing thereof with the applicable governmental authorities in Cayman Islands shall have been delivered to the Investors in form and substance reasonably satisfactory to the Investors.

(k)                                Good Standing Certificate.  The Investors shall have received a certificate of good standing issued by the Registrar of Companies of the Cayman Islands dated no earlier than ten (10) days prior to the Closing certifying that the Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands.

(l)                                    Value-added Telecommunications Business Operation License. GVIE shall have obtained a Value-added Telecommunications Business Operation License from the relevant governmental authorities in the PRC.

(m)                            Opinions of Counsel. The Investors shall have received from Broad & Bright (PRC counsel to GSH and GVIE) written opinions in the form provided to the Investors on the date hereof, which expense shall be an obligation of, and paid for by, the Company after the Closing and shall not be included as an Assumed Liability hereunder.  The Investors shall have received from the ▇▇▇ ▇▇ Law Offices (PRC counsel to Mecox) a written opinion in the form provided to the Investors on the date hereof, which expense shall be an obligation of, and paid for by, the Company after the Closing and shall not be included as an Assumed Liability hereunder.

(n)                                Shareholder Approval.  Mecox shall have received resolutions of its shareholders passed at an extraordinary general meeting of its shareholders duly convened pursuant to Mecox’s Amended and Restated Memorandum and Articles of Association approving the transactions contemplated by this Agreement and the Shareholders Agreement.

4.3                               Conditions to the Obligations of the Company and GHK to Close. The obligation of each of the Company and GHK hereunder is, unless otherwise waived in writing by the Company, subject to the fulfillment to the satisfaction of the Company on or prior to the Closing of the following conditions:

(a)                                Representations and Warranties Correct.  The representations and warranties made by each Investor in Section 6 hereof shall be true and correct and complete with respect to the subject covered therein when made, and shall be true and correct and complete as of the date of Closing with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.

(b)                                Performance of Obligations.  Each Investor shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required or contemplated to be performed or complied with by it on or before the Closing.

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(c)                                 Laws.  The offer and sale of the Purchased Shares to such Investor pursuant to this Agreement shall be exempt from the registration and prospectus delivery requirements of applicable securities laws and shall not violate or breach or result in a violation or breach of any other applicable law or regulation.

(d)                                No Litigation.  No Action shall have been threatened or instituted against such Investor seeking to enjoin, challenge the validity of, or assert any liability against any of them on account of, any transactions contemplated by this Agreement.

(e)                                 Other Agreements.  Counterparts of each of the Other Agreements shall have been duly executed and delivered by all parties (except for the Company and its Subsidiaries) thereto and shall be in full force and effect (except for the Shareholders Agreement, which shall take effect immediately after the Closing).

5                                         REPRESENTATIONS OF THE COMPANY AND GHK

Unless specifically indicated otherwise, each of the Company and HGK hereby jointly and severally represent and warrant to each Investor that the statements in this Section 5, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit A (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date of this Agreement and as of the Closing.

5.1                               Organization, Good Standing and Qualification.  Each of the Company and GHK is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.  Each of the Company and GHK is qualified to do business and is in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business, prospects or operations.

5.2                               Due Authorization and No Conflict.  All corporate action on the part of each of the Company and GHK, their respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares and the Ordinary Shares upon conversion of the Series A Preferred Shares (the “Conversion Shares”), and, as applicable, the performance of their respective obligations under this Agreement and, where applicable, the Amended M&AA, the Shareholders Agreement and all other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby, has been taken or will be taken prior to the Closing.  This Agreement and, where applicable, the Amended M&AA are the legally valid and binding obligations of the Company and GHK, enforceable in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.  None of the Purchased Shares, nor the Conversion Shares are subject to any preemptive rights, rights of first refusal, or Liens except for rights imposed under the Amended M&AA and/or the Shareholders Agreement. The execution, delivery, performance and observance by each of the Company and GHK of its obligations under this Agreement and, where applicable, the Amended M&AA, the issue and delivery of the Purchased Shares and the Conversion Shares do not and will not, with or without the passage of time or the giving of notice or both, (i) result in the existence or imposition of any security interest, mortgage, pledge, assignment by way of security, charge, lease, easement, servitude, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same

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effect as any of the foregoing (all the foregoing shall be referred to herein as “Liens”), in favor of any person over all or any of the assets or properties of the Company or GHK; (ii) conflict with or result in a breach of any agreement, mortgage, bond or other instrument to which the Company or GHK is a party or which is binding upon the Company, GHK or any of their respective assets or properties; (iii) conflict with or result in a breach of the certificate of incorporation, memorandum of association, articles of association or other organizational or charter documents of the Group Company or GHK; or (iv) conflict with or result in a breach of any law, regulation or judicial order binding on the Company or GHK.

5.3                               Capitalization.

(a)                                Immediately prior to the Closing, the authorized share capital and capitalization of the Company will be as set forth on Section 5.3(a) of the Disclosure Schedule.

(b)                                Immediately after the Closing, the authorized share capital and capitalization of the Company will be as set forth on Section 5.3(b) of the Disclosure Schedule.  As set forth on Section 5.3(b) of the Disclosure Schedule, Giosis shall own sixty percent (60%) of the fully diluted Ordinary Shares and Mecox shall own forty percent (40%) of the fully diluted Ordinary Shares immediately after the Closing (which assumes the conversion of the Series A Preferred Shares into Ordinary Shares).

(c)                                 There are no options, warrants, conversion privileges or other rights or agreements outstanding or under which the Company is or may become obligated to issue any securities of any class or series.  None of the Company’s outstanding shares are subject to any preemptive rights, rights of first refusal, or other rights to purchase such shares (whether in favor of the Company or any other person), pursuant to any agreement or commitment, except for the rights imposed under the Amended M&AA and in the Shareholders Agreement.

5.4                               Subsidiaries.  The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity except for a one hundred percent (100%) direct equity interest in GHK.  No other person has an interest in GHK.  GHK does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity.  GHK currently has no operations or material liabilities or obligations.

5.5                               Valid Issuance of Shares. The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement and the Amended M&AA, will be duly authorized and validly issued, fully paid, non-assessable, and free of any Liens and claims, except for rights imposed under the Amended M&AA and/or the Shareholders Agreement.  The Conversion Shares have been duly and validly made available for issuance and, upon issuance in accordance with the terms of the Amended M&AA will be duly and validly issued, fully paid and non-assessable.  All presently issued and outstanding shares of the Company are duly and validly issued, fully paid and non-assessable and free of any Liens and claims except for rights imposed under the Amended M&AA and/or the Shareholders Agreement, and such shares, and all outstanding shares, options and other securities of the Company, have been issued in full compliance with the requirements of all applicable securities laws and regulations.

5.6                               Liabilities.  Each of the Company (recently formed) and GHK (formed on April 10, 2012) are entities with no material operations or assets.  Section 5.6 of the Disclosure Schedule discloses all material debts, liabilities and obligations of the Company and GHK of any nature, whether due or to become due, as of the date hereof (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with United States generally accepted accounting principles, consistently applied.

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5.7                               Compliance with Other Instruments.  Neither the Company nor GHK is in any violation, breach or default of its constitutional documents (which include, as applicable, articles of incorporation, memoranda and/or articles of association, by-laws, joint venture contracts, feasibility studies and the like), or in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which the Company or GHK is a party or by which it may be bound, or of any provision of any judgment, decree, order, statute, rule, law or regulation applicable to or binding upon the Company or GHK.

6                                         REPRESENTATIONS OF THE INVESTORS

Each Investor hereby severally, but not jointly and severally or not jointly, represents and warrants as to itself only to the Company as follows as of the date of this Agreement and as at the date of the Closing:

6.1                               Authorization.  It (with respect to Mecox, each of the Mecox Entities) has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered by it, will constitute its valid and legally binding obligations, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

6.2                               Organization. It is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment.

6.3                               Due Authorization and No Conflict. All corporate action on the part of such Investor (with respect to Mecox, each of the Mecox Entities) and its respective officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, and the performance of its obligations under this Agreement and, where applicable, the Amended M&AA and Shareholders Agreement and all other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby, has been taken or will be taken prior to the Closing.  Neither the execution nor delivery of this Agreement nor the compliance with its terms and provisions will conflict or result in the breach of the certificate of incorporation, memorandum of association, articles of association or other organizational or charter documents of such Investor (with respect to Mecox, each of the Mecox Entities).

6.4                               Investigation; Economic Risk.  It acknowledges that it has had an opportunity to discuss the business, affairs and current prospects of the Company with its officers, an opportunity to discuss the transaction with its own counsel, and that it has had access to information about the Company and GHK that it has requested.  Without lessening or obviating the representations and warranties of the Company and GHK set forth in Section 5, it acknowledges that it is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risks of its investment in the Purchased Shares and the Conversion Shares.

6.5                               Purchase for Own Account.  It is, or will be acquiring, its respective Purchased Shares and the Conversion Shares for its own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.  By executing this Agreement, it further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or any third person, with respect to any Purchased Shares and the Conversion Shares.

6.6                              Restrictions on Transfer.  It acknowledges and agrees that the Purchased Shares and when issued, the Conversion Shares are subject to restrictions on transfer as set forth in the Amended M&AA and the Shareholders Agreement.

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6.7                               Title to Contributed Assets.

(a)                                Giosis represents and warrants as follows:

(i)             Giosis has good and marketable title, beneficial ownership or control, as applicable, to the Giosis Contributed Assets subject to no Lien or claim.

(ii)          Giosis owns all of the equity securities of GSH and, upon the issuance of all the GSH Contribution Certificates, GSH shall become a wholly-owned subsidiary of GHK.  All such equity securities of GSH are duly authorized and validly issued, fully paid and non-assessable.

(iii)       Schedule 3 hereto sets forth a complete and accurate list of the control agreements between GSH and GVIE, all of which are in full force and effect.  Other than the control agreements listed on Schedule 3 hereto, neither GSH nor GVIE own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity.

(iv)      Each of GSH and GVIE is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.  Each of the GSH and GVIE is qualified to do business and is in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business, prospects or operations.

(v)         GSH does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity, except for its control interests in GVIE. GVIE does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity.

(vi)      Neither GSH nor GVIE is in material violation, breach or default of its constitutional documents (which include, as applicable, articles of incorporation, memoranda and/or articles of association, by-laws, joint venture contracts, feasibility studies and the like), or in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which GSH or GVIE is a party or by which it may be bound, or of any provision of any judgment, decree, order, statute, rule, law or regulation applicable to or binding upon GSH or GVIE.

(b)                                Each of the Mecox Entities jointly and severally represents and warrants as follows:

(i)             The applicable Mecox Entity has good and marketable title to the Mecox Contributed Assets subject to no Lien or claim.

(ii)          Schedule 4 hereto lists a complete and accurate list of all domain names materially used in the operation of Mecox’s ▇▇▇.▇▇▇ internet business.

7                                        MISCELLANEOUS PROVISIONS

7.1                               Survival.  The representations, warranties, covenants and agreements made herein shall survive any due diligence investigation made by any party hereto and shall survive the Closing.

7.2                               Governing Law.  This Agreement shall be governed in all respects by the laws of the State of New York without regards to conflicts of law principles that would require application of the laws of any other jurisdiction.

10

7.3                               Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  Facsimile transmissions of any executed original document and/or retransmission of any executed facsimile transmission shall be deemed to be the same as the delivery of an executed original.

7.4                               Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, if any. Neither party may assign any of its respective rights or delegate any of its respective obligations under this Agreement without each other party’s prior written consent.  None of the provisions of this Agreement is intended to provide any rights or remedies to any person other than the parties to this Agreement (and their respective successors and permitted assigns, if any).

7.5                               Amendments; Waivers.  This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the parties hereto.  A provision of or right under this Agreement may not be waived except by a waiver in writing signed by the Party granting the waiver, and shall be effective only to the extent specifically set out in that waiver.

7.6                               Entire Agreement.  This Agreement and the exhibits and schedules hereto sets forth the entire understanding of the parties relating to the subject matter hereof and thereof and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof and thereof.

7.7                               Several and Not Joint Liability.  The liability of the Investors under this Agreement shall be several, and shall not be joint or joint and several.

7.8                               Further Assurances.  Each of the parties hereto shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.  Without limitation the foregoing, each of the Mecox Entities shall cooperate with the Company in order to fully and formally effect the transfer of the domain names and the trade names included as Mecox Contributed Assets and Giosis shall cooperate with the Company in order to fully and formally effect the transfer of the shares of GSH and the indirect transfer of GVIE.

7.9                               Dispute Resolution.

(a)                                 Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation.  Such consultation shall begin immediately after one Party hereto has delivered to the other Party hereto a written request for such consultation.  If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either Party with notice to the other.

(b)                                 The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”).  There shall be three arbitrators.  Each Party hereto shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration.  Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list.  The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in New York, United States of America.  If either Party does not appoint an arbitrator who has consented to participate within thirty (30) days after

11

selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre.

(c)                                  The arbitration proceedings shall be conducted in English.  The arbitration tribunal shall apply the Arbitration Rules of the Centre in effect at the time of the arbitration.  However, if such rules are in conflict with the provisions of this Section 7.9, including the provisions concerning the appointment of arbitrators, the provisions of this Section 7.9 shall prevail.

(d)                                 The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of New York, United States of America and shall not apply any other substantive law.

(e)                                  Each Party hereto shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party.

(f)                                   The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either Party may apply to a court of competent jurisdiction for enforcement of such award.

(g)                                  Notwithstanding anything to the contrary above, nothing in this Section 7.9, or otherwise, shall limit the right of any Party to this Agreement to seek judicial equitable relief, specific performance or other equitable relief available to it under applicable statutory and/or case law.

7.10                        Attorneys’ Fees.  In the event of any action at law, suit in equity or arbitration proceeding in relation to this Agreement, the prevailing party shall be entitled to recover from the losing party all reasonable fees, costs and expenses incurred in enforcing any right of the prevailing party under or with respect to this Agreement, including without limitation, all reasonable fees, costs and expenses of attorneys and accountants and of appeals.

7.11                        Equitable Relief.  Each Party hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that the Parties hereto would be irreparably harmed if any of the provisions of the Agreement are not performed in accordance with their specific terms and that monetary damages would not provide adequate remedy in such event.  Accordingly, in addition to any other remedy to which a non-breaching Party may be entitled at law, a non-breaching Party shall be entitled to injunctive relief without the posting of any bond or other security to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, and the breaching Party waives the defense that an adequate remedy at law may exist.

7.12                        Person.  The term “person” as used in this Agreement shall mean any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

7.13                        Notices.  Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in English, in writing, and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when sent by facsimile at the number set forth below, upon successful transmission report being generated by sender’s machine; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, prepaid postage; or (d) 3 business days after deposit with an international recognized express courier, with written verification of receipt. All such notices, requests, waivers and other communications shall be addressed to the parties as set forth below.

12

To the Company, GHK or Giosis:

▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇

▇▇▇▇▇, ▇▇▇▇▇ 135-912

Attn: Moo-▇▇▇▇▇ ▇▇▇

Fax: ▇▇▇-▇-▇▇▇-▇▇▇▇

Tel.: ▇▇▇-▇-▇▇▇▇-▇▇▇▇

To any Mecox Entity:

22nd Floor, Gems Tower, Building 20

No. 487, Tianlin Road

Shanghai 200233, People’s Republic of China

Attn: Chief Financial Officer

Fax: ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ *8999

Tel.: ▇▇▇ (▇▇) ▇▇▇▇-▇▇▇▇

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication.  A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 7.13 by giving the other party written notice of the new address in the manner set forth above.

8                                         TERMINATION

8.1                               Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)                 by the mutual written consent of the Investors;

(b)               by either of the Investors or the Company, if any governmental authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (“Government Order”) restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree or ruling or other action shall have become final and nonappealable (it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence)); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to a party if such Governmental Order was primarily due to the failure of such party to perform any of its obligations under this Agreement;

(c)                by either of the Investors, if the Company or the other Investor breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Other Agreements and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 4.2(a) or Section 4.3(a) hereof, (ii) cannot be or has not been cured within twenty (20) business days following receipt by any of the Investors of written notice by the other Investor or the Company regarding such breach or failure to perform and (iii) has not been waived by such Investor; or

(d)               by either of the Investors or the Company, if the Closing shall not have occurred within ninety (90) business days of the date first written above (the “Long-Stop Date”), provided that the terminating party is not in material default of any of its obligations hereunder.

13

8.2                               Procedure of Termination. In the event of termination of this Agreement and abandonment of the transactions contemplated hereby pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given to the all other parties.

8.3                               Effect of Termination.

(a)               In the event that this Agreement is validly terminated in accordance with Section 8.1 and Section 8.2 hereof, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Investors, the Company or GHK; provided, however, that no such termination shall relieve any party hereto from liability for any willful breach of this Agreement and, provided, further, that the obligations of the parties set forth in Section 7 hereof shall survive any such termination and shall be enforceable hereunder.

(b)               The damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated hereby.

 [Remainder of page intentionally left blank]

14

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

Signature Page to Subscription and Contribution Agreement

Signature Page to Subscription and Contribution Agreement

SCHEDULE 1

TABLE OF PURCHASED ORDINARY AND SERIES A PREFERRED SHARES

S-1

SCHEDULE 2

COMPANY WIRE INSTRUCTIONS

Beneficiary Name: GIOSIS CAYMAN LTD.

Account Number:

Swiftcode:

Bank Name: Shinhan Bank

Bank address: Dongbu Financial Center ▇▇▇, ▇▇▇-▇▇ ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 135-523

Beneficiary address: ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇-▇▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ 135-912

S-2

SCHEDULE 3

GIOSIS CONTRIBUTED ASSETS

1.  Tangible Assets (details below)

2.  Intangible Assets

Total Value of Tangible Assets and Intangible Assets: US$ 7,500,000

3.  Control Agreements in respect of GSH or GVIE:

·                  Equity Custody Agreement, dated as of June 8, 2012, by and between GSH and Li ▇▇▇ ▇▇▇▇.

·                  Loan Agreement, dated as of May 16, 2012, by and between GSH and Li ▇▇▇ ▇▇▇▇.

·                  Option Agreement, dated as of June 8, 2012, by and between GSH and Li ▇▇▇ ▇▇▇▇.

·                  Proxy Agreement, dated as of June 8, 2012, by and between GSH and Li ▇▇▇ ▇▇▇▇.

·                  Irrevocable Power of Attorney with respect to GVIE in Favor of Li ▇▇▇ ▇▇▇▇.

4.  Equity

S-3

Details with Respect to Tangible
Assets:

GVIE:

GSH:

S-4

SCHEDULE 4

MECOX CONTRIBUTED ASSETS

TOTAL VALUE: $10,000,000.00

1.  License of Know-How

(pursuant to Section 2.3(b) of this Agreement)

2.  Domain Names

S-5

DOMAIN NAME TRANSFER AGREEMENT

This Domain Name Transfer Agreement (“Agreement”) is entered into on December       , 2012, between MecoxLane Information Technology Co., Ltd, a limited liability company organized and existing under the laws of China (the “Transferor”) and Giosis e-Commerce (Shanghai) Ltd. (智熹电子商务（上海）有限公司), a limited liability company organized and existing under the laws of China (the “Transferee”). The Transferor and the Transferee shall hereinafter collectively be referred to as the “Parties” and individually referred to as “Party”.

WHEREAS,

1.              In connection therewith, GIOSIS PTE. LTD., MECOX LANE LIMITED and other relevant parties have agreed to enter into the Subscription and Contribution Agreement (the “Subscription Agreement”) dated November 20, 2012 and the Shareholders Agreement (the “Shareholders Agreement”) dated December         , 2012, upon terms and conditions herein.

2.              The Transferor is an indirect subsidiary of MECOX LANE LIMITED.

3.              The Transferor agrees to transfer the Domain Names to the Transferee and the Transferee agrees to acquire such Domain Names, pursuant to the terms and conditions as set forth herein.

Now, therefore, the Parties agree below:

1                      Transfer of the Domain Names

1.1                     The Transferor agrees to transfer, convey, assign and deliver to the Transferee, and the Transferee agrees to acquire from the Transferor, the domain names set forth in Schedule 1 attached hereto (the “Domain Names”).

1.2                     The Transferor and the Transferee shall provide and execute all the relevant documents concerning the handling of assignment procedures at the relevant domain name agency, handle all procedures and performing all necessary and reasonable obligations so that the Transferee becomes the registered owner of the Domain Names.  Specifically:

(i)                                     On or before the Closing (as defined in the Subscription Agreement), the Parties shall execute and deliver a domain name assignment agreement and other relevant forms in such form as acceptable to the relevant domain name agency for the registration of the transfer of each of the Domain Name;

(ii)                                  Within two (2) working days after the Closing, the Transferor shall apply to register the transfer contemplated hereby by submitting to the relevant domain name agency all the documents required thereby, including without limitation those signed by the Parties under Section 1.2(i) hereof.

1.3                     All the fees and costs in relation to the registration of the transfer of the Domain Names shall be borne by the Transferee.

2                      Representations and Warranties

2.1                     The Transferor represents and warrants:

2.1.1                     The Transferor is a company lawfully organized and validly existing. The Transferor has the right to execute this Agreement and perform the obligations hereunder;

2.1.2                     There is no pending or threatened lawsuit, arbitration or other dispute arising from or in connection with the Domain Names;

2.1.3                     The Transferor has all the rights, title and interest in and to the Domain Names; and

2.1.4                     In order to execute this Agreement, the Transferor has taken any and all necessary and suitable corporate actions.

2.2                     The Transferee represents and warrants:

2.2.1                     The Transferee is a company lawfully organized and validly existing. The Transferee has the right to execute this Agreement and perform the obligations hereunder; and

2.2.2                     In order to execute this Agreement, the Transferee has taken any and all necessary and suitable corporate actions.

3                      Miscellaneous

3.1                     The transfer herein is subject to the Subscription Agreement and Section 15.15 of the Shareholders Agreement.  In the event that any of the provisions hereof conflict with Section 15.15 of the Shareholders Agreement, Section 15.15 of the Shareholders Agreement shall prevail.

3.2                     This Agreement shall not be assignable by the Transferee except with the written consent of the Transferor. This Agreement shall be binding upon and shall inure to the benefit of, the Parties and their respective successors, and assigns.

3.3                     This Agreement may not be amended or modified except by a writing duly and validly executed by Transferor and Transferee.

3.4                     This Agreement, together with the schedule hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements between them relating to the subject matter hereof.

3.5                     In the event that any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, then the remaining provisions of this Agreement (and the remaining portion of any provision held to be void or unenforceable in part only) shall continue in full force and effect.

3.6                    This Agreement and the transactions contemplated hereby shall be governed and construed by and enforced in accordance with the laws of the People’s Republic of China.

3.7                     In the event of any dispute relating to this Agreement or the interpretation of any provision contained herein either Party may serve notice on the other requiring the matter to be referred for

final determination through arbitration.  Such arbitration shall be held in China International Economic and Trade Arbitration Commission Shanghai Commission (“CIETAC Shanghai”)and shall be conducted in accordance with the then existing Rules of CIETAC Shanghai. The arbitration shall be conducted in the English language. The award rendered in connection with such arbitration shall be final and binding upon the Parties.

3.8                     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute the same instrument.

3.9                     If the Parties enter into any additional agreement for the transfer registration of the Domain Names and such additional agreement contains anything in conflict with this Agreement, then this Agreement shall prevail unless that additional agreement specifically indicates otherwise.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written.

Schedule 1

TRADEMARK ASSIGNMENT AGREEMENT

This Trademark Assignment Agreement (“Agreement”) is entered into on December      , 2012, between Mecox Lane (Hong Kong) Limited, a limited liability company organized and existing under the laws of Hong Kong (the “Assignor”) and Giosis Cayman Ltd., an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Assignee”). The Assignor and the Assignee shall hereinafter collectively be referred to as the “Parties” and individually referred to as “Party”.

WHEREAS,

1.              In connection therewith, the Parties (together with other relevant parties) have agreed to enter into the Subscription and Contribution Agreement (the “Subscription Agreement”) dated November 20, 2012 and the Shareholders Agreement (the “Shareholders Agreement”) dated December      , 2012, upon terms and conditions herein.

2.              The Assignor has obtained the registered trademark certificates (as set out in Annex 1) of certain trademarks (collectively the “Registered Trademarks”) issued by the Trademark Office of the State Administration of Industry and Commerce of China (“China Trademark Office”) and is the registered owner of such trademarks.  Moreover, the Assignor has submitted its applications for the registrations of certain trademarks as set out in Annex 2 (collectively the “Pending Registration Trademarks”) to China Trademark Office, the process of which however has not been completed, and is the applicant of such trademarks.

3.              The Assignor agrees to assign (i) the Registered Trademarks; and (ii) the applications for the Pending Registration Trademarks, to the Assignee and the Assignee agrees to accept such assignment, pursuant to the terms and conditions as set forth herein.

Now, therefore, the Parties agree below:

1                      Definition

1.1                     Except as otherwise provided herein or where the context otherwise requires, the following terms used herein shall have the following meanings:

“Closing” shall have such meaning as defined in the Subscription Agreement.

“Pending Registration Trademark” means all the trademarks as listed in Annex 2 attached hereto that have been applied for but not yet registered.

“Registered Trademarks” means all the trademarks listed in Annex 1 attached hereto.

“Trademark Interests” means all the rights and interests held by the Assignor in and in connection with the Registered Trademarks and the Pending Registration Trademarks.

1.2                     Except as otherwise stated in the context herein, all references to an article, clause, item or paragraph shall refer to the relevant part of this Agreement.

2                      Assignment of the Registered Trademarks and the Pending Registration Trademarks

2.1                     The Assignor agrees to assign the Registered Trademarks, the Pending Registration Trademarks and the Trademark Interests to the Assignee pursuant to the provisions herein.

2.2                     The Assignor and the Assignee shall provide and execute all the relevant documents concerning the handling of assignment procedures at the China Trademark Office, handle all procedures and performing all necessary and reasonable obligations so that the Assignee obtains the Trademark Interests free and clear of any defect in respect of the Registered Trademarks and the Pending Registration Trademarks.  Specifically:

(i)                                     On or before the Closing:

(a)         The Parties shall execute and deliver a trademark assignment agreement and other relevant forms in such form as acceptable to the China Trademark Office for the filing of the assignment of each of the Registered Trademarks;

(b)         The Parties shall execute and deliver an official application form for the filing of the assignment of each of the Pending Registration Trademarks, which assignment may be conducted in the form of change of applicant of the Pending Registration Trademark;

(c)          The Assignor and the Assignee shall jointly engage a qualified PRC trademark agent (the “Filing Agent”) for handling the filing procedures with the China Trademark Office; and

(ii)                                  The Assignor shall cause the Filing Agent to commence, within ten (10) working days after the Closing, the filing procedures for the assignment contemplated hereby by submitting to the China Trademark Office all the documents required thereby, including without limitation those signed by the Parties under Section 2.2(i) hereof; and

(iii)                               If either Party receives any notice, receipt, feedback, document or certificate from the Filing Agent or the China Trademark Office in respect of the filing procedure of the assignment contemplated hereby, it shall notify the other Party immediately in writing.  For the avoidance of doubt, the original copy of any document or certificate issued by the China Trademark Office in respect of the right or title to any Registered Trademark or Pending Registration Trademark shall be delivered to and physically held by the Assignee.

2.3                     All the fees and costs in relation to the filing procedures, including without limitation the service fee for the Filing Agent, shall be borne by the Assignee.

2.4                     If any of the Pending Registration Trademarks becomes duly registered before the Closing or during the filing procedure of its assignment, such Pending Registration Trademark shall be immediately deemed as a Registered Trademark and its filing procedure for assignment shall be changed and/or restarted (if required by the China Trademark Office) accordingly.

3                     Representations and Warranties

3.1                     The Assignor represents and warrants:

3.1.1                     The Assignor is a company lawfully organized and validly existing. The Assignor has the right to execute this Agreement and perform the obligations hereunder;

3.1.2                     There is no pending or threatened lawsuit, arbitration or other dispute arising from or in connection with the Registered Trademarks;

3.1.3                     The Assignor has all the rights, title and interest in and to the Registered Trademarks; and

3.1.4                     In order to execute this Agreement, the Assignor has taken any and all necessary and suitable corporate actions.

3.2                     The Assignee represents and warrants:

3.2.1                     The Assignee is a company lawfully organized and validly existing. The Assignee has the right to execute this Agreement and perform the obligations hereunder; and

3.2.2                     In order to execute this Agreement, the Assignee has taken any and all necessary and suitable corporate actions.

4                      Miscellaneous

4.1                     The assignment herein is subject to the Subscription Agreement and Section 15.15 of the Shareholders Agreement.  In the event that any of the provisions hereof conflict with Section 15.15 of the Shareholders Agreement, Section 15.15 of the Shareholders Agreement shall prevail.

4.2                     This Agreement shall not be assignable by Assignee except with the written consent of the Assignor. This Agreement shall be binding upon and shall inure to the benefit of, the Parties and their respective successors, and assigns.

4.3                     This Agreement may not be amended or modified except by a writing duly and validly executed by Assignor and Assignee.

4.4                     This Agreement, together with the schedule hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements between them relating to the subject matter hereof.

4.5                     In the event that any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, then the remaining provisions of this Agreement (and the remaining portion of any provision held to be void or unenforceable in part only) shall continue in full force and effect.

4.6                     This Agreement and the transactions contemplated hereby shall be governed and construed by and enforced in accordance with the laws of New York, without regard to conflict of laws principles.

4.7                     In the event of any dispute relating to this Agreement or the interpretation of any provision contained herein either Party may serve notice on the other requiring the matter to be referred for final determination through arbitration.  Such arbitration shall be held in Hong Kong and shall be conducted in accordance with the then existing Rules of the Hong Kong International Arbitration Centre. The arbitration shall be conducted in the English language. The award rendered in connection with such arbitration shall be final and binding upon the Parties.

4.8                     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute the same instrument.

4.9                     If the Parties enter into any additional agreement for the filing procedures of the assignment contemplated hereby and such additional agreement contains anything in conflict with this Agreement, then this Agreement shall prevail unless that additional agreement specifically indicates otherwise.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written.

Annex 1

Registered Trademarks

Annex 2

Pending Registration Trademarks

SCHEDULE 5

ASSUMED LIABILITIES

S-6

EXHIBIT A

DISCLOSURE SCHEDULE

E-1

SECTION 5.3(a)

Pre-Closing Capitalization

E-2

SECTION 5.3(b)

Post-Closing Capitalization

E-3

SECTION 5.6

Material Liabilities

None.

E-4

EXHIBIT B

AMENDED M&AA

THE COMPANIES LAW (2012 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

GIOSIS CAYMAN LTD.

(adopted by special resolution passed on [·] 2012)

THE COMPANIES LAW (2012 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

GIOSIS CAYMAN LTD.

(adopted by special resolution passed on [·] 2012)

1                                         The name of the Company is Giosis Cayman Ltd..

2                                         The Registered Office of the Company shall be at the offices of ▇▇▇▇▇▇ Corporate Services Limited, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

3                                         The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4                                         The liability of each Member is limited to the amount unpaid on such Member’s shares.

5                                         The share capital of the Company is US$50,000 divided into (a) 30,000,000 Ordinary Shares of a par value of US$0.001 each and (b) 20,000,000 Preferred Shares of a par value of US$0.001 each, of which 20,000,000 such Preferred Shares have been designated as Series A Preferred Shares having the rights, preferences, privileges and restrictions set out in the Articles of Association of the Company.

6                                         The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7                                         Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

THE COMPANIES LAW (2012 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

GIOSIS CAYMAN LTD.

(adopted by special resolution passed on [·] 2012)

1                                         Interpretation

1.1                               In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

2

3

4

5

6

7

1.2                               In the Articles:

(a)                                 words importing the singular number include the plural number and vice versa;

(b)                                 words importing the masculine gender include the feminine gender;

(c)                                  words importing persons include corporations as well as any other legal or natural person;

(d)                                 “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

(e)                                  “shall” shall be construed as imperative and “may” shall be construed as permissive;

(f)                                   references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g)                                  any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h)                                 the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(i)                                     headings are inserted for reference only and shall be ignored in construing the Articles;

(j)                                    sections 8 and 19(3) of the Electronic Transactions Law shall not apply;

(k)                                 the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and

(l)                                     the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.

2                                         Commencement of Business

2.1                               The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

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2.2                               The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3                                         Issue of Shares

3.1                               Subject to Article 4 and the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights.

3.2                               The Company shall not issue Shares to bearer.

4                                         Pre-emptive Rights for New Securities

4.1                               General.  Each of the Investors (each Investor being hereinafter referred to as a “Pre-Emptive Rights Holder”) shall have the right of first refusal to purchase such Pre-Emptive Rights Holder’s Pro Rata Share (as defined below) of all New Securities (as defined in Article 4.3) that the Company may from time to time issue after the date of adoption of these Articles (the “Pre-Emptive Rights For New Securities”).  The issuance of New Securities shall be determined by the Board subject to any additional applicable approvals required under applicable law, the Memorandum, these Articles or Article 24.  For the sake of clarity, except for the obligations of Giosis and Mecox set forth in the Subscription and Contribution Agreement, no Investor shall have any obligation to make any additional capital contribution to the Company or its Subsidiaries after the date hereof except as expressly set forth in a separate signed agreement with such Investor entered into after the date hereof.

4.2                               Pro Rata Share.  A Pre-Emptive Rights Holder’s “Pro Rata Share” for purposes of the Pre-Emptive Rights For New Securities is the ratio of (a) the number of Ordinary Share Equivalents then held by such Pre-Emptive Rights Holder, to (b) the total number of Ordinary Share Equivalents then outstanding held by all Pre-Emptive Rights Holders immediately prior to the issuance of New Securities giving rise to the Pre-Emptive Rights For New Securities.

4.3                               New Securities.  “New Securities” shall mean any Shares issued after the Effective Date, provided, however, that the term “New Securities” shall not include:

(a)                                 in the aggregate up to 4,166,667 Ordinary Shares (and/or options or warrants therefor) (proportionally adjusted to reflect any share dividends, share splits or similar transactions) reserved for issuance to participants of the Equity Incentive Plan (as defined below) (such number includes issuances of options and/or Ordinary Shares prior to the date hereof pursuant to the Equity Incentive Plan);

(b)                                 any Conversion Shares issued upon conversion of the Preferred Shares;

(c)                                  any securities issued in connection with any share split, share dividend or other similar event;

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(d)                                 any securities issued upon the exercise, conversion or exchange of any outstanding securities if such outstanding security constituted a New Security provided that the initial issuance of such New Security shall have complied with the terms of this Article 4;

(e)                                  any securities issued as consideration in any acquisition by the Company or any of its Subsidiaries of any securities or assets of any other person, as approved by the Board and in accordance with any consent rights set forth in Article 24; and

(f)                                   any securities offered in a Qualified IPO.

4.4                               Procedures.

(a)                                 Pre-Emptive Rights Notice.  In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Pre-Emptive Rights Holder written notice of its intention to issue New Securities (the “Pre-Emptive Rights Notice”), describing the amount and the type of New Securities and the price and the terms upon which the Company proposes to issue such New Securities.  Each Pre-Emptive Rights Holder shall have thirty (30) days from the date of receipt of any such Pre-Emptive Rights Notice to agree in writing to purchase up to all of such Pre-Emptive Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Pre-Emptive Rights Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Pre-Emptive Rights Holder’s Pro Rata Share).  If any Pre-Emptive Rights Holder fails to so agree in writing within such forty five (45) day period to purchase such Pre-Emptive Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Pre-Emptive Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase.

(b)                                 Second Pre-Emptive Rights Notice; Oversubscription.  If any Pre-Emptive Rights Holder fails to exercise its Pre-Emptive Rights For New Securities in accordance with Article 4.4(a), the Company shall promptly give notice (the “Second Pre-Emptive Rights Notice”) to other Pre-Emptive Rights Holders who exercised their Pre-Emptive Rights For New Securities (the “Exercising Holders”) in accordance with Article 4.4(a).  Each Exercising Holder shall have ten (10) business days from the date of receipt of the Second Pre-Emptive Rights Notice (the “Second Pre-Emptive Rights Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy.  Such notice may be made by telephone if confirmed in writing within two (2) business days.  If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the oversubscribing Exercising Holders will be cut back by the Company with respect to their oversubscriptions to that number of remaining New Securities equal to the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction the numerator of which is the number of Ordinary Share Equivalents held by each oversubscribing Exercising Holder and the denominator of which is the total number of Ordinary Share Equivalents held by all the oversubscribing Exercising Holders.  Each oversubscribing Exercising Holder shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this Article 4.4(b) and the Company shall so notify the Exercising Holders within fifteen (15) business days of the date of the Second Pre-Emptive Rights Notice.

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4.5                               Failure to Exercise.  Upon the expiration of the Second Pre-Emptive Rights Period, or in the event no Pre-Emptive Rights Holder exercises the Pre-Emptive Rights For New Securities, after thirty (30) days following the delivery of the Pre-Emptive Rights Notice, the Company shall have ninety (90) days thereafter to sell the New Securities described in the Pre-Emptive Rights Notice (with respect to which the Pre-Emptive Rights Holders’ Pre-Emptive Rights For New Securities hereunder were not exercised) at the same or higher price and upon non-price terms not more favorable to the purchasers thereof than specified in the Pre-Emptive Rights Notice.  In the event that the Company has not issued and sold such New Securities within such 90 day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Pre-Emptive Rights Holders pursuant to this Article 4.

4.6                               Adherence Agreement.  Any purchaser of New Securities issued and sold pursuant to this Article 4, if not already a party to the Shareholders’ Agreement, shall, on or before the issuance and sale of the New Securities to it or him, agree to abide by the Shareholders’ Agreement by executing an Adherence Agreement.

4.7                               Termination.  This Article 4 shall terminate upon completion of a Qualified IPO or a Complete Change of Control Transaction.