Odimo INC Sample Contracts

UNDERWRITING AGREEMENT
Odimo INC • February 11th, 2005 • Retail-jewelry stores • New York
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EXHIBIT 10.11 FIRST AMENDED AND RESTATED REVOLVING PROMISSORY NOTE
Odimo INC • January 10th, 2005 • Retail-jewelry stores
EXHIBIT 10.5.10 EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2004 • Odimo INC • Retail-jewelry stores • Florida
RECITALS
Intellectual Property Security Agreement • October 5th, 2004 • Odimo INC • Retail-jewelry stores
EXHIBIT A --------- AGREEMENT OF JOINT FILING ------------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement...
Odimo INC • February 24th, 2005 • Retail-jewelry stores

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

UNDERWRITING AGREEMENT
Odimo INC • January 27th, 2005 • Retail-jewelry stores • New York
RECITALS
Indemnification Agreement • January 27th, 2005 • Odimo INC • Retail-jewelry stores • Delaware
EXHIBIT 4.2.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 30, 2004
Registration Rights Agreement • July 16th, 2004 • Odimo INC • New York
BACKGROUND
Security Agreement • July 16th, 2004 • Odimo INC • Pennsylvania
RECITALS
Investors' Rights Agreement • July 16th, 2004 • Odimo INC • New York
EXHIBIT 10.5.4 EMPLOYMENT CONTRACT
Employment Contract • July 16th, 2004 • Odimo INC • Florida
RECITALS
Convertible Preferred Stock Purchase Agreement • July 16th, 2004 • Odimo INC • New York
RECITALS:
Form of Indemnification Agreement • July 16th, 2004 • Odimo INC • Delaware
SEPARATION AGREEMENT
Separation Agreement • January 18th, 2007 • Odimo INC • Retail-jewelry stores • Florida

Odimo Incorporated, a Delaware corporation (“Company”) and George Grous (“Executive”) hereby enter into this Separation Agreement (“Separation Agreement”) agreeing as follows:

Sales Agreement (2010)
Sales Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores

This Sales Agreement (the “Agreement”) is entered into by and between the above parties pursuant to the Contract Law of the People’s Republic of China.

3,125,000 Shares ODIMO INCORPORATED Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 18th, 2005 • Odimo INC • Retail-jewelry stores • New York

Odimo Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 3,125,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase on one occasion up to an additional 468,750 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

RECITALS
Supply Agreement • July 16th, 2004 • Odimo INC • New York
SHARE EXCHANGE AGREEMENT by and among Standard Crushed Stone Industry Limited (“SCSI”), a Cayman Islands company and Republic Rock United Industry Limited, a British Virgin Islands company and sole shareholder of SCSI, on the one hand; and Odimo...
Share Exchange Agreement • November 1st, 2010 • Odimo INC • Retail-jewelry stores • Delaware

This Share Exchange Agreement, dated as of October 29, 2010 (this “Agreement”), is made and entered into by and among Standard Crushed Stone Industry Limited, an exempted company incorporated in the Cayman Islands (“SCSI”), and Republic Rock United Industry Limited, a British Virgin Islands company and the sole shareholder of SCSI (the “SCSI Shareholder”)Shareholder, on the one hand; and Odimo Incorporated, a Delaware corporation (“Odimo”), and Elao, LLC, a Florida limited liability company and substantial shareholder of Odimo (the “Odimo Stockholder”), on the other hand.

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EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated November 10, 2010, and is entered into in Yun County, Hubei Province, People’s Republic of China (“PRC” or “China”) by and among Great Mountain Information Consulting Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Hubei Jinlong Cement Co., Ltd. (“Jinlong”). Jinlong is made a party to this Agreement for the purpose of acknowledging the Agreement.

EXHIBIT B --------- LOCK-UP AGREEMENT OF SOFTBANK CAPITAL PARTNERS LP ------------------------------------------------- December 28, 2004 CIBC World Markets Corp. As Representative of the several Underwriters c/o CIBC World Markets Corp. CIBC World...
Odimo INC • February 24th, 2005 • Retail-jewelry stores

CIBC World Markets Corp. As Representative of the several Underwriters c/o CIBC World Markets Corp. CIBC World Markets Tower World Financial Center 200 Liberty Street New York, New York 10281

MODIFICATION AND SETTLEMENT AGREEMENT
Modification and Settlement Agreement • November 14th, 2006 • Odimo INC • Retail-jewelry stores

WHEREAS, IBB and Odimo desire to avoid litigation, and seek to resolve all matters in controversy, disputes, and causes of action between the Parties in dealing with the original Commercial Lease Agreement (hereinafter referred to as the “Lease”) dated and effective as of January 1, 2006.

TERMINATION AGREEMENT
Termination Agreement • January 18th, 2007 • Odimo INC • Retail-jewelry stores • Florida

Odimo Incorporated, a Delaware corporation (“Company”) and Amerisa Kornblum (“Executive”) hereby enter into this Termination Agreement (“Termination Agreement”) agreeing as follows:

RECITALS
Odimo INC • January 10th, 2005 • Retail-jewelry stores
SECTION THREE LEASE TERM
Lease Amendment and Extension Agreement • July 16th, 2004 • Odimo INC • Florida
OPTION AGREEMENT
Option Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores

This Option Agreement (this “Agreement”) is dated November 10, 2010, and is entered into in Yun County, Hubei Province, People’s Republic of China (“PRC” or “China”) by and among Great Mountain Information Consulting Co., Ltd. (“Party A”); Hubei Jinlong Cement Co., Ltd. (“Party B”); and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders” or “Party C”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.

Exhibit 10.14 SECOND AMENDED AND RESTATED REVOLVING PROMISSORY NOTE
Odimo INC • January 10th, 2005 • Retail-jewelry stores • Georgia
AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT
Employment Contract • May 12th, 2006 • Odimo INC • Retail-jewelry stores

THIS AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT (“Amendment”) is made and entered into as of May 11, 2006, by and among Odimo Incorporated, a Delaware corporation (“Odimo”) and Jeffrey Kornblum (“Employee”).

Sales Agreement
Sales Agreement • November 12th, 2010 • Odimo INC • Retail-jewelry stores

This Sales Agreement (the “Agreement”) is entered into by and between the above parties pursuant to the Contract Law of the People’s Republic of China.

BACKGROUND
Copyrights and Licenses Security Agreement • July 16th, 2004 • Odimo INC • Pennsylvania
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