1 EXHIBIT 4.2 EMPLOYMENT AGREEMENT The parties to this agreement are LJ International Inc., a British Virgin Islands Company (the "Company") and YIH Yu Chuan (the "Executive"). The Company and the Executive hereby agree as follows: 1. EMPLOYMENT AND...Employment Agreement • September 25th, 2001 • Lj International Inc • Jewelry, precious metal • Hong Kong
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September 1, 2004, among LJ International Inc., a British Virgin Islands corporation (the "Company"), and each purchaser identified on the signature...Securities Purchase Agreement • September 7th, 2004 • Lj International Inc • Jewelry, precious metal • New York
EXHIBIT 10.6 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES...Lj International Inc • June 7th, 2002 • Jewelry, precious metal
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 1, 2004, by and among LJ International Inc., a British Virgin Islands corporation (the "Company"), and the purchasers...Registration Rights Agreement • September 7th, 2004 • Lj International Inc • Jewelry, precious metal
ANNEX VI TO SECURITIES PURCHASE AGREEMENT FORM OF WARRANT THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE...Securities Purchase Agreement • November 15th, 1999 • Lj International Inc • Jewelry, precious metal • New York
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of LJ INTERNATIONAL INC.Lj International Inc • September 27th, 2006 • Jewelry, precious metal
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___(the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 90th calendar day after the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LJ International Inc., a British Virgin Islands corporation (the “Company”), up to ___shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
APPENDIX ASecurities Purchase Agreement • November 15th, 1999 • Lj International Inc • Jewelry, precious metal • New York
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Lj International Inc • September 7th, 2004 • Jewelry, precious metal
ANNEX IV TO SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • November 15th, 1999 • Lj International Inc • Jewelry, precious metal • New York
WITNESSETHEscrow Agreement • October 11th, 2002 • Lj International Inc • Jewelry, precious metal • Florida
ANNEX I TO SECURITIES PURCHASE AGREEMENT FORM OF DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY...Securities Purchase Agreement • November 15th, 1999 • Lj International Inc • Jewelry, precious metal
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2006 • Lj International Inc • Jewelry, precious metal • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2006, among LJ International Inc., a British Virgin Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Employment AgreementEmployment Agreement • March 25th, 2010 • Lj International Inc • Jewelry, precious metal • Virgin Islands
The parties to this agreement are LJ International Inc., a British Virgin Islands Company (the “Company”) and YIH Yu Chuan (the “Executive”). The Company and the Executive hereby agree as follows:
AGREEMENT AND PLAN OF MERGER among FLORA BLOOM HOLDINGS, FLORA FRAGRANCE HOLDINGS LIMITED and LJ INTERNATIONAL INC. Dated as of March 22, 2013Agreement and Plan of Merger • March 22nd, 2013 • Lj International Inc • Jewelry, precious metal • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 22, 2013 (this “Agreement”), among Flora Bloom Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Flora Fragrance Holdings Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and LJ International Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
ARTICLE I DEFINITIONSCommon Stock Purchase Agreement • June 7th, 2002 • Lj International Inc • Jewelry, precious metal • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2006 • Lj International Inc • Jewelry, precious metal
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EQUITY COMMITMENT LETTER FountainVest China Growth Fund, L.P. FountainVest China Growth Capital Fund, L.P. FountainVest China Growth Capital-A Fund, L.P. George Town, Grand Cayman KY1-9005 Cayman Islands March 22, 2013Merger Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal • New York
This letter agreement sets forth the commitments of each of the parties set forth on Schedule A attached hereto (each, a “Sponsor Fund” and collectively, the “Sponsor Funds”), subject to the terms and conditions contained herein, to purchase certain equity interests of Flora Bloom Holdings, a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among LJ International Inc. (the “Company”), Parent and Flora Fragrance Holdings Limited, a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of April 15, 2002, between Navigator Investments Holding IX Limited ("Purchaser") and L J International Inc. (the "Company"). WHEREAS, simultaneously with the...Registration Rights Agreement • June 7th, 2002 • Lj International Inc • Jewelry, precious metal • Florida
STOCK PURCHASE WARRANT To Purchase 500,000 Shares of Common Stock of LJ INTERNATIONAL INC.Lj International Inc • April 26th, 2005 • Jewelry, precious metal
THIS CERTIFIES that, for value received, Hong Kong Capital Advisors Limited (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after April 5, 2005 (the “Initial Exercise Date”) and on or prior to the close of business on April 4, 2008 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LJ International Inc., a company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Company”), up to an aggregate of Five Hundred Thousand (500,000) shares (the “Warrant Shares”) of common stock, $0.01 par value, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be as follows:
VOTING AGREEMENTVoting Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), Flora Fragrance Holdings Limited, a British Virgin Islands business company and wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of LJ International Inc., a British Virgin Islands business company (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • April 26th, 2005 • Lj International Inc • Jewelry, precious metal • Hong Kong
AGREEMENT made as of April 5, 2005, by and between Hong Kong Capital Advisors Limited with offices at 8th Floor Henley Building, 5 Queen’s Road, Central, Hong Kong (hereinafter referred to as “Consultant”) and LJ International Inc. with offices at Unit #12, 12/F, Block A, Focal Industrial Centre Hung Hom, Hong Kong (hereinafter referred to as the “Company”).
AGREEMENTAgreement • September 29th, 2000 • Lj International Inc • Jewelry, precious metal • Pennsylvania
Joint Filing AgreementJoint Filing Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to par value US$0.01 share of LJ International Inc., a British Virgin Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2010 • Lj International Inc • Jewelry, precious metal • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 21, 2010, by and among LJ International Inc., a company incorporated under the laws of the British Virgin Islands, with headquarters located at Unit #12, 12/F, Block A, Focal Industrial Centre, 21 Man Lok Street, Hung Hom, Kowloon, Hong Kong (the “Company”), Enzo Jewelry Inc., a wholly-owned subsidiary of the Company incorporated under the laws of the British Virgin Islands, with headquarters located at Unit #12, 12/F, Block A, Focal Industrial Centre, 21 Man Lok Street, Hung Hom, Kowloon, Hong Kong (“ENZO”) and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
MANAGEMENT ROLLOVER AGREEMENTManagement Rollover Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal • New York
This MANAGEMENT ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), and the individuals listed on Schedule A hereto (collectively, the “Rollover Persons” and each, a “Rollover Person”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SHAREHOLDERS’ AGREEMENT RELATING TO ENZO JEWELRY INC. among FLORA HEARTS HOLDINGS, SCAH2 LTD., UNITED CAPITAL INVESTMENT INTERNATIONAL LIMITED, VANTAGE CAPITAL MANAGEMENT LIMITED, ENZO INTERNATIONAL HOLDINGS LIMITED, ENZO JEWELRY INC., and LJ...Shareholders’ Agreement • April 14th, 2011 • Lj International Inc • Jewelry, precious metal • Hong Kong
made by the Investors in the Company under the Share Purchase and Subscription Agreement, and accordingly desires to execute and deliver this Agreement and to be bound by its terms and conditions in order to induce the Investors to enter into the Share Purchase and Subscription Agreement.
CONSORTIUM AGREEMENTConsortium Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal • New York
This Consortium Agreement (“Agreement”) is entered into as August 13, 2012 by and between Urban Prosperity Holding Limited, an affiliate of FountainVest Partners (“FountainVest”), and Mr. Yu Chuan Yih (the “Shareholder”) in connection with a possible acquisition (the “Transaction”) of LJ International Inc. (the “Company”), to be effected through a special purpose vehicle (“Bidco”) to be owned by the Sponsor(s) (as defined in Section 23 below) and the Shareholder.
SHI ROLLOVER AGREEMENTShi Rollover Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal • New York
This SHI ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), Mr. Zhicheng Shi (“Mr. Shi”), Primeon, Inc., a corporation formed under the laws of the State of Delaware and controlled by Mr. Shi(“Primeon”), Hillside Financial, a corporation formed under the laws of the State of Massachusetts and controlled by Mr. Shi (“Hillside”), and Shilin Investments, a partnership formed under the laws of the State of Maine and controlled by Mr. Shi (“Shilin”, together with Mr. Shi, Primeon and Hillside, the “Rollover Persons” and each, a “Rollover Person”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
LOAN AGREEMENTLoan Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal
THIS LOAN AGREEMENT (this “Agreement”), dated March 22, 2013, between Urban Prosperity Holding Limited, a company established under the laws of the Cayman Islands (the “Lender”), Mr. Yu Chuan Yih (the “Borrower” or “Chairman”) and Ms. Ka Man Au (the “Secondary Chargor”), establishes the terms and conditions that will govern two fully recourse loans to be provided by the Lender to the Borrower.
Strategic Advisory Services AgreementAdvisory Services Agreement • November 7th, 2003 • Lj International Inc • Jewelry, precious metal • California
THIS AGREEMENT made in duplicate this 1st day of July 2003, between Solo Argento Inc., a BVI company (the “Consultant”) and LJ International Inc., a BVI Company (the “Client”).
CHAIRMAN ROLLOVER AGREEMENTChairman Rollover Agreement • April 3rd, 2013 • Lj International Inc • Jewelry, precious metal • New York
This CHAIRMAN ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), and Mr. Yu Chuan Yih (the “Rollover Person”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
