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.
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).
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.
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).
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.
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).
