0001144204-15-021248 Sample Contracts

CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF April 2, 2015 by and between KINGOLD JEWELRY, INC., as Issuer, AND FIDELIDADE – COMPANHIA DE SEGUROS, S.A., as Holder 6.0% Senior Secured Convertible Note due 2018
Convertible Note Purchase Agreement • April 6th, 2015 • Kingold Jewelry, Inc. • Services-business services, nec • New York

CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2015, by and between KINGOLD JEWELRY, INC., a company duly incorporated and existing under the laws of Delaware, United States of America (the “Company”), and Fidelidade – Companhia de Seguros, S.A., a company duly incorporated and existing under the laws of Portugal (the “Holder”), a majority-owned subsidiary of FOSUN INTERNATIONAL LIMITED, a company duly incorporated and existing under the laws of Hong Kong Special Administrative Region, People’s Republic of China (“Fosun”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • April 6th, 2015 • Kingold Jewelry, Inc. • Services-business services, nec

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of ______ __, 2015, between Kingold Jewelry, Inc., a company duly incorporated and existing under the laws of Delaware (the “Company”), and Fidelidade – Companhia de Seguros, S.A., a company duly incorporated and existing under the laws of Portugal (the “Holder”).

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