China Direct Industries, Inc. Sample Contracts

EXHIBIT 10.28
Consulting Agreement • December 29th, 2006 • China Direct, Inc • Non-operating establishments • Florida
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EXHIBIT 10.1
Stock Purchase Agreement • December 27th, 2001 • Evolve One Inc • Non-operating establishments • Delaware
RECITALS
Executive Employment Agreement • January 31st, 2002 • Evolve One Inc • Non-operating establishments • Florida
WITNESSETH:
Employment Agreement • August 17th, 2006 • Evolve One Inc • Non-operating establishments • Florida
CDI CHINA, INC. JINAN ALTERNATIVE ENERGY GROUP CORP CDI WANDA NEW ENERGY COMPANY, LIMITED AMENDMENT AGREEMENT
Amendment Agreement • May 9th, 2007 • China Direct, Inc • Services-management consulting services
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2010, between China Direct Industries, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WITNESSETH:
Employment Agreement • August 17th, 2006 • Evolve One Inc • Non-operating establishments • Florida
CONFIDENTIAL
Placement Agent Agreement • January 4th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals • New York
COMMON STOCK PURCHASE WARRANT CHINA DIRECT INDUSTRIES, INC.
Common Stock Purchase Warrant • January 4th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July __, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from China Direct Industries, Inc., a Florida corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2008 • China Direct, Inc • Services-management consulting services • Florida

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2008, by and among China Direct, Inc., a Florida Corporation, with headquarters located at 5301 North Federal Highway, Suite 120, Boca Raton, Florida 33487 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

TPG CAPITAL CORPORATION 1504 R Street, NW Washington, D.C. October 13, 1999
Lock Up Agreement • November 3rd, 1999 • Caprock Corp/De/ • Non-operating establishments

In consideration of the sale of the shares of Common Stock of Caprock Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and any holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement, that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a blank check company as defined in the registration statement of the Company filed on Form 10

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 12th, 2008 • China Direct, Inc • Services-management consulting services • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 11, 2008, by and among China Direct, Inc., a Florida corporation, with headquarters located at 5301 North Federal Highway, Suite 120, Boca Raton, Florida 33487 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • August 7th, 2014 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals

This SECURITY AGREEMENT, dated July 30, 2014 (as amended, restated or modified from time, the “Security Agreement”), is executed by and between CD INTERNATIONAL ENTERPRISES, INC., a corporation incorporated under the laws of the State of Florida with an address at 431 Fairway Drive, Suite 200, Deerfield Beach, FL 33441 (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$5,000,000 BY AND AMONG as Borrower, CHINA DIRECT INVESTMENTS, INC., INTERNATIONAL MAGNESIUM GROUP, INC., YUEJIAN (JAMES) WANG, as Joint and Several Guarantors, AND TCA GLOBAL...
Senior Secured Revolving Credit Facility Agreement • August 7th, 2014 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals • Nevada

This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of May 31, 2014 and effective as of July 30, 2014 (the “Closing Date”), is executed by and among (i) CD INTERNATIONAL ENTERPRISES, , INC., a corporation incorporated under the laws of the State of Florida (the “Borrower”), (ii) CDI CHINA, INC., a corporation incorporated under the laws of the State of Florida, CHINA DIRECT INVESTMENTS, INC., a corporation incorporated under the laws of the State of Florida, CDII MINERALS, INC., a corporation incorporated under the laws of the State of Florida, INTERNATIONAL MAGNESIUM GROUP, INC., a corporation incorporated under the laws of the State of Florida, and any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.4 hereof, as joint and several guarantors (together, jointly and severally, the “Corporate Guarantors” and together with the Borrower, the “Credit Parties”), (i

EXHIBIT 10.6
Consulting and Management Agreement • August 8th, 2007 • China Direct, Inc • Services-management consulting services • Florida
RECITALS
Separation and Severance Agreement • February 1st, 2005 • Evolve One Inc • Non-operating establishments • Florida
RECITALS:
Stock Exchange Agreement • August 17th, 2006 • Evolve One Inc • Non-operating establishments • Florida
Contract
Pledge Agreement • August 7th, 2014 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals • Nevada
CONTINUOUS OFFERING PROGRAM AGREEMENT
Continuous Offering Program Agreement • October 15th, 2009 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals • New York

China Direct Industries, Inc., a corporation organized under the laws of Florida (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw, LLC (the “Manager”) as follows:

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Contract
Employment Agreement • October 8th, 2014 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals • Florida
SECURED PROMISSORY NOTE
Secured Promissory Note • December 31st, 2012 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals

FOR VALUE RECEIVED, China Direct Investments, Inc., a Florida corporation and CDI Shanghai Management Co., Ltd., a Chinese company, jointly and severely (collectively, the “Borrowers”), hereby unconditionally promise to pay to the order of Chinese Citizen, Xiangsheng Kong and or his assigns (“Lender”) at the location designated by Lender in writing, in lawful money of the United States of America the principal sum of $200,000 (the “Principal Amount”), together with interest on the unpaid principal amount outstanding at a rate of 12.00% per annum.

FORM OF RESTRICTED STOCK AGREEMENT China Direct, Inc. Deerfield Beach, Florida 33441
Restricted Stock Agreement • August 7th, 2008 • China Direct, Inc. • Services-management services • Florida
SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 14th, 2016 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals • Florida

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered in this 7th day of March 2016 by and among CD International Enterprises, Inc., a Florida corporation (“CDII”), China Manor Assets Investment Management Company, Ltd. (“CMAIM”), a Cayman Islands corporation (“CMAIM”), and Xiangjun Wang (the “Shareholder”).

Shanxi Gu County Jinwei Magnesium Industry Co., Ltd. Equity Transfer Agreement
Equity Transfer Agreement • October 7th, 2013 • Cd International Enterprises, Inc. • Primary smelting & refining of nonferrous metals

Any dispute caused by executing this agreement shall be discussed by both parties first, if the dispute cannot be solved, the dispute can be arbitrated by Taiyuan Arbitration Committee. The arbitration shall be the final decision and bind to both parties.

Qingchen Zhao
Employment Agreement • August 17th, 2006 • Evolve One Inc • Non-operating establishments • Florida
Golden Trust Magnesium Industry Co., Ltd. Equity Transfer Contract Entered by CDI China, Inc. (Party A) And Yuwei Huang, Xumin Cui (Party B) And Golden Trust Magnesium Industry Co., Ltd. (Target Company) And Baotou Changxin Magnesium Co., Ltd. August...
Equity Transfer Contract • September 6th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

Party A shall handle other matters requested by the Target Company in accordance with other written provisions of this Contract.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 28th, 2007 • China Direct, Inc • Services-management consulting services • Florida

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 24th day of August, 2007 by and between CDI China, Inc., a Florida Corporation (“Seller”), China Direct, Inc., a Florida corporation (“CHND”) and Sense Holdings, Inc., a Florida Corporation (the “Purchaser”).

Confidential March 7, 2011 Bloomgain Investment Limited and CDI CHINA, INC. in regards to Acquisition of 51% Interest in Pan Asia Magnesium Co., Ltd Addendum (I) to the Stock Transfer Agreement
Stock Transfer Agreement • August 11th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

Through negotiation and consultation, the Parties agrees to sign this addendum to the Pan Asia 51% stock transfer agreement (“Original Agreement”) dated March 7, 2011 of Pan Asia Magnesium Co., Ltd (“Target Company”) dated March 7, 2011.

THIRD AMENDMENT TO LEASE
Lease • December 23rd, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

THIS THIRD AMENDMENT TO SHOPPING CENTER LEASE (“Third Amendment”) is made and entered into effective as of the 29th day of November, 2011, by and between 431 FAIRWAY ASSOCIATES, LLC (“Landlord”) and CHINA DIRECT INDUSTRIES, INC. (“Tenant”).

July 20, 2010
Equity Transfer Agreement • August 12th, 2010 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

This letter will serve as an amendment to the July 13, 2010 Equity Transfer Agreement (the “Agreement”) entered into among CDI China, Inc., (“CDI China”), Pine Capital Enterprises, Inc. (“Pine Capital”) and Taiyuan Yiwei Magnesium Industry Co., Ltd. (“Yiwei Magnesium”) to acquire an 80% interest they own in Taiyuan Ruiming YiWei Magnesium Industry Co., Ltd. (“Ruiming Magnesium”)

CHINA DIRECT, INC. SHANGHAI LANG CHEMICAL COMPANY, LIMITED STOCK ACQUISITION AGREEMENT
Stock Acquisition Agreement • October 4th, 2006 • Evolve One Inc • Non-operating establishments • Florida

THIS STOCK ACQUISITION AGREEMENT (the “Agreement”) is made and entered into effective September 24, 2006 by and among CDI China, Inc. a Florida corporation (“CDI China”), a wholly owned subsidiary of China Direct, Inc., a Delaware corporation (“CDI”), and Shanghai Lang Chemical Company, Limited, a Chinese limited liability company (“Lang”) and Jingdong Chen and Qian Zhu, the shareholders of Shanghai Lang Chemical Company, Limited listed on the signature page constituting all of the shareholders of Shanghai Lang Chemical Company, Limited (collectively, the “Shareholders”).

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