SETTLEMENT AGREEMENTSettlement Agreement • October 28th, 2010 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
This SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Settlement Agreement”) is being entered into this 26th day of October, 2010 (the “Effective Date”) by and between ABN AMRO BANK N.V. (“ABN”), THE ROYAL BANK OF SCOTLAND PLC (“RBS”), LAZARE KAPLAN INTERNATIONAL INC. (“LKI”), LAZARE KAPLAN JAPAN INC. (“LK Japan”), LAZARE KAPLAN EUROPE INC. (“LK Europe”) and LAZARE KAPLAN AFRICA INC. (“LK Africa,” together with LK Japan and LK Europe, the “Guarantors,” the Guarantors, together with LKI, the “LKI Parties” or individually as an “LKI Party”). ABN, RBS, LKI, LK Japan, LK Europe and LK Africa are referred to individually herein as the “Party” or collectively as the “Parties.”
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 28th, 2010 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York
AMENDMENT, dated as of October 25, 2010, to AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 24, 2007 (the “Rights Agreement”), by and between Lazare Kaplan International Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (formerly ChaseMellon Shareholder Services, L.L.C.) as Rights Agent (the “Rights Agent”).
