Unassociated Document

Execution Copy

CONTRIBUTION AND SUBSCRIPTION AGREEMENT

THIS CONTRIBUTION AND SUBSCRIPTION AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 25th day of July, 2011, by and among Queen Beauty and Wellness Group Limited, an exempted company incorporated under the laws of the Cayman Islands (“Holdco”), SOKO Acquisition Corporation, a Delaware corporation (“Merger Sub”), Tong Liu, Xia Yu, Bingrong Wu, Chunying Liu, Qingyue Sun, Su Liu, Lei Jiang and Guozhe Li (collectively, the “Management Stockholders”), certain other existing stockholders (collectively, the “Other Contributing Stockholders” and, together with the “Management Stockholders,” the “Contributing Stockholders”) of SOKO Fitness & Spa Group, Inc., a Delaware corporation (“SOKO”), in each case, set forth in Schedule A attached hereto, and certain new investors set forth in Schedule B attached hereto (collectively, the “Investors”), upon the following premises:

WHEREAS, SOKO is a publicly held corporation with its shares of common stock, $0.001 par value per share (the “Common Stock”), quoted on the OTC Bulletin Board;

WHEREAS, the Contributing Stockholders currently own an aggregate of 20,308,945 shares of Common Stock in the individual amounts set forth on Schedule A attached hereto, constituting all of the shares of Common Stock held by each such Stockholder, other than 5,519 and 15,840 shares of Common Stock held by China Golden Leaf Equity Fund SPC and Xiangjin Yin, respectively;

WHEREAS, Mr. Tong Liu acquired warrants (the “Warrants”) to purchase an aggregate of 803,910 shares of Common Stock from Guerrilla Partners, L.P. and Hua-Mei 21st Century Partners, LP (collectively, “Guerrilla”) pursuant to a Warrant Purchase Agreement dated May 19, 2011 and Mr. Tong Liu exercised all of the Warrants and acquired 803,910 shares of Common Stock (the “Warrant Shares”) on June 3, 2011;

WHEREAS, the Management Stockholders agree to contribute 10,820,000 shares of Common Stock held by them to Holdco in exchange for 10,819,999 ordinary shares of Holdco, $0.001 par value per share (the “Ordinary Shares”), the Other Contributing Stockholders agree to contribute 8,685,035 shares of Common Stock held by them to Holdco in exchange for 8,685,035 Series A preferred shares of Holdco, $0.001 par value per share (the “Preferred Shares”), and Mr. Tong Liu agrees to contribute the Warrant Shares to Holdco in exchange for 803,910 Preferred Shares, in each case in the individual amounts set forth in Schedule A attached hereto, on the terms and subject to the conditions set forth herein;

WHEREAS, Holdco shall contribute to Merger Sub all of the shares of Common Stock contributed to Holdco by the Contributing Stockholders in exchange for one share of common stock, $0.001 par value, of Merger Sub;

WHEREAS, the Investors agree to subscribe for and Holdco agrees to issue to the Investors an aggregate 2,222,221 Preferred Shares, in the individual amounts set forth in Schedule B attached hereto, at a price of $4.50 per share on the terms and subject to the conditions set forth herein;

WHEREAS, Merger Sub will become the owner of at least ninety percent (90%) of the issued and outstanding shares of Common Stock and Holdco intends to merge Merger Sub with and into SOKO (the “Merger”) with SOKO continuing as the surviving corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware;

WHEREAS, Guerrilla, IDG-Accel Growth Fund II (“IDG Growth”), and IDG-Accel China Investors II (together with “IDG Growth”, “IDG”; and together with Guerrilla and IDG Growth, the “Waiving Contributing Stockholders”) are parties to certain securities purchase agreements, stock purchase agreements and registration rights agreements set out in Schedule C attached hereto (together, the “Securities Purchase Related Agreements”), which entitle such Waiving Contributing Stockholders, among other things, to certain preemptive, preferential, rights of first refusal, registration rights or similar rights in connection with the transactions contemplated herein, and such Waiving Contributing Stockholders agree to waive such rights thereunder;

WHEREAS, Guerrilla and Mr. Tong Liu are parties to a Pledge and Security Agreement dated as of May 19, 2011 (the “Pledge and Security Agreement”), by which Mr. Tong Liu pledged 1,000,000 shares of Common Stock (the “Pledged Shares”) to Guerrilla and covenanted not to transfer all or any portion of the Pledged Shares while the Pledge and Security Agreement is in effect, and Guerrilla agrees to waive this restriction in connection with the Contribution (as defined below) and the other transactions contemplated herein; and

WHEREAS, the Ordinary Shares and Preferred Shares to be issued to the Management Stockholders, the Other Contributing Stockholders and the Investors, as the case may be, constitute all of the issued and outstanding shares of Holdco.

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

ARTICLE 1

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING STOCKHOLDERS

Each of the Contributing Stockholders hereby represents and warrants, severally and not jointly, as of the date of this Agreement as follows:

Section 1.1 Authority. He, she or it has the full power, authority, and legal right and has taken all action required by law, and otherwise to consummate the transactions herein contemplated. With respect to Contributing Stockholders that are entities, the execution, delivery and performance by it of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate action, and no other action is required on its part in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions herein contemplated. This Agreement has been duly executed and delivered by he, she or it and, assuming the due authorization, execution and delivery hereof and thereof by the other parties, this Agreement constitutes the valid and legally binding obligation of he, she or it, enforceable against he, she or it in accordance with its terms, except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affective creditors’ rights generally or general equitable principles.

Section 1.2 Title. He, she or it holds of record and owns beneficially Common Stocks in the amount set forth on Exhibit A free and clear of any restrictions on transfer, taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each of the Investors hereby represents and warrants, severally and not jointly, as of the date of this Agreement as follows:

Section 2.1 Authority. It has the full power, authority, and legal right and has taken all action required by law, and otherwise to consummate the transactions herein contemplated. The execution, delivery and performance by it of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate action, and no other action is required on its part in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions herein contemplated. This Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery hereof and thereof by the other parties, this Agreement constitutes the valid and legally binding obligation of it, enforceable against it in accordance with its terms, except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affective creditors’ rights generally or general equitable principles.

Section 2.2 Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon the Investor’s representation, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Preferred Shares and any Ordinary Shares issuable upon conversion of the Preferred Shares will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any applicable laws, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.

Section 2.3 Sufficient Funds. The Investor has uncalled capital commitments or otherwise has available to it funds in excess of the Subscription Price payable by it plus the aggregate amount of all other commitments and obligations it currently has outstanding.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF HOLDCO

Holdco hereby represents and warrants as of the date of this Agreement as follows:

Section 3.1 Organization. It is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

Section 3.2 Authority. It has the full power, authority, and legal right and has taken all action required by law, and otherwise to consummate the transactions herein contemplated. The execution, delivery and performance by it of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary corporate action, and no other action is required on its part in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions herein contemplated. This Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery hereof and thereof by the other parties, this Agreement constitutes the valid and legally binding obligation of it, enforceable against it in accordance with its terms, except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affective creditors’ rights generally or general equitable principles.

Section 3.3 Valid Issuance. When issued and sold against receipt of consideration in accordance with Sections 4.1 and 4.2 on the Closing Date (as defined below), the Ordinary Shares and Preferred Shares will be validly issued, fully paid and nonassessable.

Section 3.4 No Other Liabilities. Except for the liabilities or obligations pursuant to its memorandum and articles of association, this Agreement and the transactions contemplated hereby or incident to its formation, it does not have any liabilities or obligations of any nature.

Section 3.5 Schedule 13E-3. No filing of Schedule 13E-3 is necessary or required for the performance by Holdco of its obligations hereunder in connection with the transactions contemplated by this Agreement.

ARTICLE 4

PLAN OF CONTRIBUTION AND SUBSCRIPTION

Section 4.1 Contribution. (a) On the terms set forth in this Agreement and subject to the conditions of (w) receipt of a stockholders’ list of SOKO, dated no more than five (5) business days prior to the date hereof, including names and addresses of each stockholder and reflecting that (i) each Contributing Stockholder is the record holder of the shares of Common Stock set forth opposite its or his name on Schedule A attached hereto and (ii) the Contributing Stockholders collectively hold at least 90% of the outstanding shares of Common Stock, certified by the current transfer agent of SOKO, (x) due execution and delivery of a share charge in mutually agreed form by Mr. Tong Liu and Guerrilla, (y) due execution and delivery of a shareholders’ agreement in mutually agreed form by all parties thereto on the Closing Date and (z) adoption by the board of directors and the sole shareholder of Holdco of the amended and restated memorandum and articles of association of Holdco in mutually agreed form by all parties hereto, immediately prior to the Closing Date, each Contributing Stockholder, by executing this Agreement, agrees to assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of Common Stock in the individual amounts set forth on Schedule A attached hereto to Holdco (the “Contribution”) on the second day after the satisfaction or waiver of the conditions set forth above or another date agreed among the parties (the “Closing Date”), by delivering to Holdco the stock certificates evidencing his, her or its shares of Common Stock with a stock power form executed in blank before the Closing Date. In exchange for the transfer of such shares of Common Stock by the Contributing Stockholders, Holdco shall, on the Closing Date, issue to (A) the Management Stockholders the Ordinary Shares at the monetary equivalent subscription price of $4.50 per Ordinary Share and (B) Mr. Tong Liu and the Other Contributing Stockholders the Preferred Shares at the monetary equivalent subscription price of $4.50 per Preferred Share, in each case in the individual amounts opposite to the respective names of the Contributing Stockholders set forth on Schedule A attached hereto. For the avoidance of doubt, no Contributing Stockholder is required to pay any monetary subscription price to Holdco for such Ordinary Shares or Preferred Shares.

(b) Holdco shall deliver to the Contributing Stockholders, contemporaneously with and subject to the performance of the obligations of the Contributing Stockholders under Section 4.1(a), a certified true copy of the register of members of Holdco showing the Contributing Stockholders as the holders of the Ordinary Shares or Preferred Shares, as the case may be, being purchased by the Contributing Stockholders pursuant to Section 4.1(a) and an original ordinary share certificate for the amount of such Ordinary Shares or an original preferred share certificate for the amount of such Preferred Shares, as the case may be, being purchased by the Contributing Stockholders in the name of the Contributing Stockholders.

(c) Immediately after the Contribution, Holdco shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description, the shares of Common Stock contributed to it in the Contribution to Merger Sub in exchange for one share of common stock, $0.001 par value per share, of Merger Sub.

Section 4.2 Subscription. (a) On the terms set forth in this Agreement, on the date hereof, each Investor hereby agrees to subscribe for, at a price of $4.50 per share, and Holdco agrees to issue to such Investor an aggregate number of Preferred Shares, in the individual amounts set forth in Schedule B attached hereto (the “Subscription”). As consideration for the Preferred Shares allotted by Holdco to the Investors, the Investors shall pay to Holdco an aggregate purchase price of $9,999,994.50 in immediately available funds (the “Subscription Price”) on the Closing Date.

(b) On the Closing Date, Holdco shall deliver to the Investors, contemporaneously with and subject to the performance of the obligations of the Investors under Section 4.2(a), a certified true copy of the register of members of Holdco showing the Investors as the holders of the Preferred Shares being purchased by the Investors and an original Preferred Share certificate for the amount of the Preferred Shares being purchased by the Investor in the name of the Investor.

Section 4.3 Schedule 13D. By executing this agreement, each of Holdco, Merger Sub and the Contributing Stockholders consents to be included on a joint filing of the applicable Schedule 13D with the Securities and Exchange Commission and hereby agrees that the Schedule 13D will be filed on his, her or its behalf.

Section 4.4 Merger and Deregistration. Within ten days of the Closing Date, Holdco and Merger Sub shall consummate the Merger pursuant to Section 253 of the General Corporation Law of the State of Delaware and file the relevant forms and other documents to suspend SOKO’s status as a reporting company under the Securities Exchange Act of 1934, as amended, and terminate the registration of the Common Stock under the Securities Act of 1933, as amended.

ARTICLE 4

WAIVER AND CONSENT

Section 5.1 Consent of the Transaction and Waiver of Rights. (a) Each of the Waiving Contributing Stockholders hereby consents to the Contribution and the Subscription, and, to the extent applicable, waives any preemptive, preferential, rights of first refusal, registration right or similar rights it may have in connection with the Contribution, the Subscription and the other transactions herein contemplated, including but not limited to any such rights arising under the Securities Purchase Related Agreements. Each of the Waiving Contributing Stockholders hereby further agrees that the Securities Purchase Related Agreements shall be terminated and of no further effect as of the Closing Date.

(b) Guerrilla hereby consents to the Contribution and waives the requirement under clause 6(f) of the Pledge and Security Agreement that Mr. Tong Liu may not transfer all or any portion of the Pledged Shares in connection with the Contribution and other transactions contemplated herein.

Section 5.2 Waiver of Notice. Each of the Waiving Contributing Stockholders hereby waives any failure to receive notice it may have the right to receive in connection with the Contribution, the Subscription and the other transactions herein contemplated.

ARTICLE 6

PUT RIGHT

Section 6.1 Put Right. Within forty-five (45) business days after the Closing Date (the “Exercise Period”), Guerrilla shall have the right and option to require IDG, China Consumer Capital Fund (“CCC”) and Mousserena, L.P. (“Mousse”), China Golden Leaf Equity Fund SPC and Golden Year Holdings Limited (together with China Golden Leaf Equity Fund SPC, “China Golden” and, together with IDG, CCC and Mousse, the “Put Option Purchasers”) to purchase, on a several and not joint basis, from Guerrilla all or a portion of the Preferred Shares issued to Guerrilla (the “Put Securities”) at a price (“Put Price”) of $4.50 per share (the “Put Option”). The obligations and rights of the Put Option Purchasers under the Put Option shall be allocated as follows: (i) first by IDG up to 1,111,111 shares of Put Securities, (ii) then by CCC up to 444,444 shares of Put Securities, (iii) then by Mousse up to 666,666 shares of Put Securities, and (iv) thereafter by China Golden up to 43,469 shares of Put Securities, respectively. For the avoidance of doubt, the Put Option shall automatically expire, and shall thereafter be of no further force or effect, at midnight (Hong Kong time) of the last day of the Exercise Period.

Section 6.2 Put Exercise Notice. The Put Option shall be exercisable by Guerrilla by delivering a written notice of exercise specifying the number of Put Securities exercised under the Put Option in the form attached as Schedule D hereto (a “Put Exercise Notice”) to each of the Put Option Purchasers at any time during the Exercise Period. The closing of purchase of the Put Securities by the Put Option Purchasers shall close on a date to be agreed between Guerrilla and the Put Option Purchasers, which shall in no event be later than twenty (20) business days following the expiration of Exercise Period (the “Put Closing Date”).

Section 6.3 Put Closing. If Guerrilla exercises the Put Option, then on the Put Closing Date, Guerrilla shall, against full payment of an amount in cash in U.S. dollars equal to the number of Put Securities multiplied by the Put Price by the Put Option Purchasers, deliver to each Put Option Purchaser certificates representing the relevant Put Securities, duly endorsed for transfer to such Put Option Purchaser (the “Put Closing”). In connection with the sale of the Put Securities, Guerrilla shall represent and warrant to the Put Option Purchaser that the Put Securities sold by Guerrilla are owned beneficially and of record by Guerrilla and are transferred free and clear of any restrictions on transfer, taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.

Section 6.4 Defaulting Put Option Purchasers. If the Put Closing with respect to any Put Securities does not occur by the Put Closing Date because one or more Put Option Purchasers (the “Defaulting Put Option Purchasers”) are not contemporaneously funding its or their portion of the aggregate Put Price on the Put Closing Date, the aggregate Put Price payable by such Defaulting Put Option Purchasers shall accrue interest, beginning on the Put Closing Date until paid at a rate equal to 10% per annum.

ARTICLE 7

MISCELLANEOUS

Section 7.1 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 7.2 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the laws of a jurisdiction other than the State of New York. In any action or proceeding arising from or relating to this Agreement, the parties agree that the jurisdiction and venue shall be in the federal and state courts located in the County of New York, State of New York, and each party waives any objection it may have with respect to the jurisdiction of such courts or the inconvenience of such forum or venue.

Section 7.3 Expenses. The fees and out-of-pocket expenses payable by Holdco in connection with the transactions herein contemplated shall be paid by Holdco out of the proceeds from the Subscription Price. Each party to this Agreement shall pay its own fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement including, but not limited to, the legal fees of counsel.

Section 7.4 Equitable Relief. Each party acknowledges that money damages would not be an adequate remedy in the event that any of the agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right any party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach by another party and each other party waives any objection to the imposition of relief of an equitable nature if warranted.

Section 7.5 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of other parties; provided that each Investor may assign this Agreement or any of its rights, interests or obligations hereunder to any affiliate of such Investor (except that no such assignment shall relieve the Investor of its obligations hereunder unless such affiliate has fully discharged its obligations hereunder).

Section 7.6 Schedules. The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 7.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first-above written.

	Queen Beauty and Wellness Group Limited

	By:	/s/ Tong Liu
		Name: Tong Liu
		Title: Chief Executive Officer

	SOKO Acquisition Corporation

	By:	/s/ Tong Liu
		Name: Tong Liu
		Title: Director

		/s/ Tong Liu
		Tong Liu

		/s/ Xia Yu
		Xia Yu

		/s/ Bingrong Wu
		Bingrong Wu

		/s/ Chunying Liu
		Chunying Liu

		/s/ Guozhe Li
		Guozhe Li

		/s/ Qinyue Sun
		Qinyue Sun

		/s/ Lei Jiang
		Lei Jiang

		/s/ Su Liu
		Su Liu

		/s/ Xiangjin Yin
		Xiangjin Yin

	China Golden Leaf Equity Fund SPC

	By:	/s/ Bin Zhou
		Name: Bin Zhou
		Title: Director

	Golden Year Holdings Limited

	By:	/s/ Haibo (Herbert) Yu
		Name: Haibo (Herbert) Yu
		Title: Managing Director

	Lucky Eagle Limited

	By:	/s/Dongmei Sheng
		Name: Dongmei Sheng
		Title: Director

	China Consumer Capital Fund

	By:	/s/ Guangze Wu
		Name: Guangze Wu
		Title: General Partner

	Mousserena, L.P.

	By:	/s/ Charles Heilronn
		Name: Charles Heilronn
		Title: President of Serena Limited

	General Partner of Mousserena, L.P

	Guerrilla Partners, L.P.

	By:	/s/ Peter Siris
		Name: Peter Siris
		Title: Managing Director

	Hua-Mei 21st Century Partners, LP

	By:	/s/ Peter Siris
		Name: Peter Siris
		Title: Managing Director

	IDG-Accel China Growth Fund II L.P.

	By:	/s/ Chi Sing Ho
		Name: Chi Sing Ho
		Title: Authorized Signatory

	IDG-Accel China Investors II L.P.

	By:	/s/ Chi Sing Ho
		Name: Chi Sing Ho
		Title: Authorized Signatory

Schedule A

1. Management Stockholders	Shares of Common Stock of SOKO owned by each Management Stockholder prior to the Contribution		Ordinary Shares of Holdco owned by each Management Stockholder after the Contribution
Tong Liu		8,960,000		8,959,999
Xia Yu		40,000		40,000
Bingrong Wu		150,000		150,000
Chunying Liu		840,000		840,000
Su Liu		820,000		820,000
Lei Jiang		5,000		5,000
Guozhe Li		5,000		5,000
Qinyue Sun		790,000		790,000

2. Other Contributing Stockholders	Shares of Common Stock of SOKO owned by each Other Contributing Stockholder prior to the Contribution		Preferred Shares of Holdco owned by each Other Contributing Stockholder after the Contribution
Guerrilla Partners, L.P.		549,211		549,211
Hua-Mei 21st Century Partners, LP		1,716,479		1,716,479
IDG-ACCEL China Growth Fund II L.P.		3,718,251		3,718,251
IDG-ACCEL China Investors II L.P.		304,094		304,094
China Golden Leaf Equity Fund SPC		175,333		175,333
Golden Year Holdings Limited		666,667		666,667
Lucky Eagle Limited		465,000		465,000
Tong Liu		803,910		803,910
Xiangjin Yin		300,000		300,000

Schedule B

Investors	Preferred Shares of Holdco to be issued to the Investor		Cash consideration to be paid to Holdco by the Investor
China Consumer Capital Fund		1,333,333	$	5,999,998.50
Mousserena, L.P.		444,444	$	1,999,998
Golden Year Holdings Limited		444,444	$	1,999,998

Schedule C

Securities Purchase Agreements

1. Securities Purchase Agreement, dated as of April 11, 2008, by and among American Business Holdings, Inc. (former company name of SOKO Fitness & Spa Group, Inc.), Guerrilla Partners, LP, Hua-Mei 21st Century Partners, and James J. Fuld IRA.

2. Registration Rights Agreement, dated as of April 11, 2008, by and among American Business Holdings, Inc. (former company name of SOKO Fitness & Spa Group, Inc.), Guerrilla Partners, LP, Hua-Mei 21st Century Partners, and James J. Fuld IRA.

3. Stock Purchase Agreement, dated as of April 29, 2010, by and among SOKO Fitness & Spa Group, Inc., Guerrilla Partners, LP, Hua-Mei 21st Century Partners, James J. Fuld, IDG- Accel Growth Fund II, and IDG-Accel China Investors II.

4. Registration Rights Agreement, dated as of April 29, 2010, by and among SOKO Fitness & Spa Group, Inc., Guerrilla Partners, LP, Hua-Mei 21st Century Partners, James J. Fuld, IDG- Accel Growth Fund II, and IDG-Accel China Investors II.

Schedule D

Form of the Notice of Exercise

Notice of Exercise

IDG-Accel China Growth Fund II L.P.

IDG-Accel China Investors II L.P.

c/o IDGVC Partners

Room 616 Tower A COFCO Plaza

8 Jianguomennei Dajie

Beijing 100005

P. R. China

Attention: Mi Zhou

Tel: 86-10-8512-0221

Fax: 86-10-8512-0225

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

26th Floor, Twin Tower West

B12, Jian Guo Men Wai Avenue

Chaoyang District

Beijing 100022

People’s Republic of China

Attention: Howard Zhang, Esq.

Tel.: 86-10-8567-5000

Fax: 86-10-8567-5123

China Consumer Capital Fund

Rm2003A, Tower 3

China Central place

77 Jianguo Road, Chaoyang District

Beijing 100025, China

Attention: Zhang Yu

Tel: +86 10 8588 8318 Ext. 808

Fax: +86 10 8588 7858

Mousserena, L.P.

c/o Mousse Partners Limited

Unit 1705, Tower 1

China Central Place, No. 81 Jianguo Road

Beijing 100025, China

Attention: Shan Zhu

Tel: +86 10 5969 5966

Fax: +86 10 5969 5922

China Golden Leaf Equity Fund SPC

Golden Year Holdings Limited

75 Huntington Road

Newton, MA 02458

United States

Attention: Bin Zhou

Tel: +1 617 965 3425

Fax: +1 617 965 1054

Queen Beauty and Wellness Group Limited

c/o SOKO Fitness & Spa Group, Inc.

No.194, Guogeli Street

Harbin

Heilongjiang Province 15000, China

Attention: Tong Liu

Tel: +86 451-87702255

Fax: +86 451-87705544

_________, 2011

VIA FACSIMILE

Pursuant to Section 6.2 of the contribution and subscription agreement dated as of ______, 2011 by and among Queen Beauty and Wellness Group Limited (“Queen Beauty”), SOKO Acquisition Corporation, Tong Liu, Bingrong Wu, Xia Yu, Chunying Liu, Qinyue Sun, Su Liu, Lei Jiang, Guozhe Li, Xiangjin Yin, China Consumer Capital Fund, Guerrilla Partners, L.P., Hua-Mei 21st Century Partners, LP, IDG-Accel China Growth Fund II L.P., IDG-Accel China Investors II L.P., Lucky Eagle Limited, China Golden Leaf Equity Fund SPC, Golden Year Holdings Limited and Mousserena, L.P. (the “Contribution Agreement”) relating to the put option relating to 549,211 preferred shares of Queen Beauty held by Guerrilla Partners, L.P. and 1,716,479 preferred shares of Queen Beauty held by Hua-Mei 21st Century Partners, LP, respectively (the “Put Securities”), and on the terms and subject to the conditions set forth in the Contribution Agreement, [Guerrilla Partners, L.P.][Hua-Mei 21st Century Partners, LP] hereby elects to exercise its right to sell [ ] Put Securities at a price of $4.50 per share.

The account to which the aggregate purchase price for the Put Securities to be paid is as follows:

[account details to be inserted].

		Very truly yours,

	[Guerrilla Partners, L.P.][Hua-Mei 21st Century Partners, LP]

	By
		Name:
		Title:

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 20,308,945(1)
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 20,308,945(1)

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 20,308,945(1)
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 20,308,945(1)

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 9,763,910 (1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 9,763,910(1)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 70,000 (1)(2)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 70,000 (1)(2)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 180,000 (1)(2)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 180,000 (1)(2)
	10. Shared Dispositive Power 0

6.	Citizenship or Place of Organization

	The People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 840,000 (1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 840,000 (1)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 11,000 (1)(2)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 11,000 (1)(2)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 790,000(1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 790,000(1)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 11,000(1)(2)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 11,000(1)(2)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 820,000(1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 820,000(1)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 315,840(1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 315,840(1)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 2,265,690(1)
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,265,690(1)

1.	Name of Reporting Person
	Guerrilla Partners, L.P.
	I.R.S. Identification No. of above persons: 52-2141646

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 549,211(1)
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 549,211(1)

2.	Check the Appropriate Box if a Member of a Group
(a)	o
(b)	x

14.	Type of Reporting Person

	HC

2.	Check the Appropriate Box if a Member of a Group
(a)	o
(b)	x

14.	Type of Reporting Person

	CO

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0(1)
	8. Shared Voting Power 1,716,479(1)
	9. Sole Dispositive Power 0(1)
	10. Shared Dispositive Power 1,716,479(1)

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 304,094(1)
	8. Shared Voting Power 3,718,251(2)
	9. Sole Dispositive Power 304,094(1)
	10. Shared Dispositive Power 3,718,251(2)

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 3,718,251(1)
	8. Shared Voting Power 304,094(2)
	9. Sole Dispositive Power 3,718,251(1)
	10. Shared Dispositive Power 304,094(2)

6.	Citizenship or Place of Organization

	United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 4,022,345(1)(2)
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 4,022,345(1)(2)

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 4,022,345(1)(2)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 4,022,345(1)(2)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 465,000(1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 465,000(1)
	10. Shared Dispositive Power 0

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 180,852(1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 180,852(1)
	10. Shared Dispositive Power 0

6.	Citizenship or Place of Organization

	British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 666,667(1)
	8. Shared Voting Power 0
	9. Sole Dispositive Power 666,667(1)
	10. Shared Dispositive Power 0

Reporting person	Amount beneficially owned: (1)			Percent of class:(1), (2)			Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Queen Beauty and Wellness Group Limited		20,308,945			90.8	%		0		20,308,945		0		20,308,945
SOKO Acquisition Corporation		20,308,945			90.8	%		0		20,308,945		0		20,308,945
Tong Liu		9,763,910	(3)		43.7	%		9,763,910		0		9,763,910		0
Xia Yu		70,000	(6)		0.3	%		70,000		0		70,000		0
Bingrong Wu		150,000	(7)		0.8	%		150,000		0		150,000		0
Chunying Liu		840,000			3.8	%		840,000		0		840,000		0
Guozhe Li		11,000	(8)		0.0	%		11,000		0		11,000		0
Qinyue Sun		790,000			3.5	%		790,000		0		790,000		0
Lei Jiang		11,000	(9)		0.0	%		5,000		0		5,000		0
Su Liu		820,000			3.7	%		820,000		0		820,000		0
Xiangjin Yin		315,840			1.4	%		315,840		0		315,840		0
Guerrilla Capital Management, L.L.C. (4)		2,265,690			10.1	%		0		2,265,690		0		2,265,690
Guerrilla Partners, L.P.(5)		549,211			2.5	%		0		549,211		0		549,211
Hua-Mei 21st Century Partners, LP (6)		1,716,479			7.7	%		0		1,716,479		0		1,716,479
IDG-ACCEL China Investors II L.P.		4,022,345			18.0	%		304,094		3,718,251		304,094		3,718,251
IDG-Accel China Growth Fund II L.P.		4,022,345			18.0	%		3,718,251		304,094		3,718,251		304,094
Quan Zhou		4,022,345			18.0	%		0		4,022,345		0		4,022,345
Patrick J. McGovern		4,022,345			18.0	%		0		4,022,345		0		4,022,345
IDG-Accel China Growth Fund GP II Associates Ltd.		4,022,345			18.0	%		4,022,345		0		4,022,345		0
IDG-Accel China Growth Fund II Associates L.P.		4,022,345			18.0	%		3,718,251		304,094		3,718,251		304,094
Lucky Eagle Limited		465,000			2.1	%		465,000		0		465,000		0
China Golden Leaf Equity Fund SPC Segregated Portfolio SOKO		180,852			0.8	%		180,852		0		180,852		0
Golden Year Holdings Limited		666,667			3.0	%		666,667		0		666,667		0

	Guerrilla Capital Management, L.L.C.

	By:	/s/ Peter Siris
		Name: Peter Siris
		Title: Managing Director

	Guerrilla Partners, L.P.

	By:	/s/ Leigh S. Curry
		Name: Leigh S. Curry
		Title: Managing Director

	IDG-Accel China Growth Fund GP II Associates Ltd.

	By:	/s/ Quan Zhou
		Name: Quan Zhou
		Title: Authorized Signatory

	Lucky Eagle Limited

	By:	/s/ Dongmei Sheng
		Name: Dongmei Sheng
		Title: Director