[] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f)]

[Subject to Completion Preliminary Prospectus Dated October 22, 2010 11,742,857 American Depositary Shares Mecox Lane Limited Representing 82,199,999 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering 9,428,572 ADSs, and the selling shareholders disclosed in this prospectus are offering an additional 2,314,285 ADSs. Each ADS represents seven ordinary] [September 28, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower Building 20, No. 487, Tianlin Road Shanghai 200233, China Re: Letter of Undertaking Dear Sirs: We hereby agree, undertake and covenant that, for a period (the “Waiver Period”) beginning on the date hereof and ending on, and including, the first anniversary of the closing date of the Company’s initial] [CONVERSION NOTICE To: MECOX LANE LIMITED (the “Company”) Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the currently effective Memorandum and Articles of Association of the Company. MAXPRO HOLDINGS LIMITED Neil Nanpeng Shen Authorized Representative EX-10.55 3 dex1055.htm CONVERSION NOTICE, DATED AS OF OCTOBER 1, 2010] [CONVERSION NOTICE To: MECOX LANE LIMITED (the “Company”) Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the currently effective Memorandum and Articles of Association of the Company. EVER KEEN HOLDINGS LIMITED Neil Nanpeng Shen Authorized Representative EX-10.56 4 dex1056.htm CONVERSION NOTICE, DATED AS OF OCTOBER 1, 2010] [CONVERSION NOTICE To: MECOX LANE LIMITED (the “Company”) Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the currently effective Memorandum and Articles of Association of the Company. PEAK CAPITAL PARTNERS I, L.P. John J. Ying Authorized Representative EX-10.57 5 dex1057.htm CONVERSION NOTICE, DATED AS OF OCTOBER 1, 2010] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 3 to Registration Statement No. 333-169796 of our report dated September 21, 2010 relating to the financial statements and financial statement schedule of Mecox Lane Limited appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to]