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.
