[PRIVILEGED AND CONFIDENTIAL Execution Version AGREEMENT AND PLAN OF MERGER among MINAT ASSOCIATED CO., LTD., ChinaEquity Alliance Victory Co., Ltd., and Mecox lane limited Dated as of December 22, 2015 PRIVILEGED AND CONFIDENTIAL TABLE OF CONTENTS Page Article I Defined Terms Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 10 Section 1.03 Interpretation; Headings 11 Article II] [Confidential and Privileged Execution Version LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of December 22, 2015 (this “ LIMITED GUARANTEE 1. Merger Agreement Parent Merger Sub Merger provided Cap (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party] [Confidential and Privileged Execution Version EQUITY COMMITMENT LETTER December 22, 2015 MINAT ASSOCIATED CO., LTD. Ladies and Gentlemen: 北京信中利投资股份有限公司 Sponsor Parent Company Merger Agreement Merger Sub Merger This letter agreement sets forth the commitment of 1. Equity Commitment (a) Section 1(b) Equity Commitment provided (b) 2. Conditions 3. Enforceability; Third-Party Beneficiary 4. No Modification; Entire Agreement provided that 5. Governing] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] [Confidential and Privileged Execution Version SUPPORT AGREEMENT Agreement Parent Shareholder Company This SUPPORT AGREEMENT (this “ Merger Sub Merger Agreement Merger WHEREAS, Parent, ChinaEquity Alliance Victory Co., Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“ Shares ADSs Owned Shares Schedule A Owned Shares Securities WHEREAS, as of the date hereof, the Shareholder is the beneficial] []

[SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT Agreement CNshangquan Chinaequity HK ChinaEquity Party Parties THIS SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT is made on December 17, 2015 (the “ Leading Capital Original Consortium Agreement Proposal Target Board Target Transaction Exchange Act WHEREAS, on July 21, 2015, CNshangquan and Leading Capital Co. Ltd. (“ Amended and Restated Agreement WHEREAS, ChinaEquity intended to] [ChinaEquity USD Fortune Co., Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨ Number of 6. Citizenship or Place of Organization British Virgin Islands Beneficially Owned by 7. Sole Voting Power Reporting 8. Shared Voting Power 1 36,464,575]