COMMON STOCK PURCHASE WARRANT LONGHAI STEEL INC.Common Stock Purchase Warrant • December 17th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
This Consulting Services Agreement (this “Agreement”) is dated March 19, 2010, and is entered into in Neiqiu County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and between Xingtai Kalington Consulting Service Co., Ltd. (“Party A”), and Xingtai Longhai Wire Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • May 4th, 2012 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Nevada
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made effective as of May 4, 2012, by and between Longhai Steel Inc. (the “Company”) and Joseph M. Howell, III (“Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Nevada
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of July 15, 2011, between LONGHAI STEEL, INC., a Nevada corporation (the "Company") and Mr. Heyin Lv (the "Executive").
WARRANT AGREEMENTWarrant Agreement • November 9th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
This Warrant Agreement (the “Agreement”) is made as of ______________, 2010 between Longhai Steel Inc., a Nevada corporation, with offices at No. 1 Jingguang Road, Neiqiu County, Xingtai City, Hebei Province, China (the “Company”), and Pacific Stock Transfer, LLC, a Nevada corporation, with offices at 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119 (the “Warrant Agent”).
UNITS LONGHAI STEEL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
LONGHAI STEEL INC. RESTRICTED SHARES GRANT AGREEMENTRestricted Shares Grant Agreement • April 24th, 2012 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Nevada
THIS RESTRICTED SHARE GRANT AGREEMENT (“Agreement”) by and between Longhai Steel Inc., a Nevada corporation (the “Company”) and Mr. Steve Ross (the “Grantee”) is effective as of April 19, 2012 (the “Effective Date”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated March 19, 2010, and is entered into in Neiqiu County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and among Xingtai Kalington Consulting Service Co., Ltd. (“Pledgee”), Xingtai Longhai Wire Co., Ltd. (“Party B” or the “Company”), and each of the shareholders of Party B listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • November 30th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made effective as of November 18, 2010 by and between Longhai Steel Inc. (the “Company”), and Ms. Jean Kester (“Director”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 29th, 2008 • Action Industries, Inc. • Telephone communications (no radiotelephone) • Nevada
This Agreement and Plan of Merger (the "Agreement") is made and entered into this 9th day of January, 2008, by and between ACTION INDUSTRIES, INC., a newly formed Nevada corporation ("AIN"), and ACTION INDUSTIRES, INC., a Georgia corporation ("Action") (said corporations being hereinafter sometimes collectively referred to as the "Constituent Corporations").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2012 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Nevada
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 11, 2012 (the "Effective Date"), among LONGHAI STEEL INC., a Nevada corporation (the "Company") and the investors signatory hereto (the "Purchaser"). Capitalized terms not otherwise herein defined shall have the meanings ascribed to them in the Securities Purchase Agreement between the Company and the Purchaser dated May 11, 2012 (the "Purchase Agreement").
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • December 20th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of December _______, 2010, is entered into by and among the following parties:
OPTION AGREEMENTOption Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
This Option Agreement (this “Agreement”) is dated March 19, 2010, and is entered into in Neiqiu County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and between Xingtai Kalington Consulting Service Co., Ltd. (“Party A”), and Xingtai Longhai Wire Co., Ltd. (“Party B”), and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Neiqiu County, Hebei Province, People’s Republic of China (“PRC” or “China”) as of March 19, 2010 by and among Xingtai Kalington Consulting Service Co., Ltd. (“Party A”), Xingtai Longhai Wire Co., Ltd. (the “Company” or “Party B”), and the undersigned shareholders of Party B (the “Shareholders”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
Lock–Up Agreement – Pre–Offering Non–Management ShareholdersLock-Up Agreement • November 9th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
The undersigned understands that Ladenburg Thalmann & Co. Inc. (the “Underwriter”), proposes to enter into an Underwriting Agreement with Longhai Steel Inc. (the “Company”), providing for the public offering (the “Offering”), by the Underwriter of units, each unit consisting of two shares of common stock, $0.0001 par value per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Units”). The undersigned is a holder of shares of the Company’s Common Stock as of the date hereof and is not an officer, director or holder of 5% or more of the issued and outstanding shares of Common Stock.
Lease AgreementLease Agreement • December 5th, 2011 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
Party B will lease some portion of Party A’s property, plant and equipment; therefore both parties, on a friendly, free and fair basis, agree to the below terms:
Securities Purchase AgreementSecurities Purchase Agreement • June 8th, 2012 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of May 11, 2012 (the “Agreement”), is entered into by and between LONGHAI STEEL INC., a Nevada corporation, with headquarters located at No. 1 Jingguang Rd., Neiqiu County, Xintai City, Hebei Province, China (the “Company”), and the investors signatory hereto (the "Purchaser").
Lease AgreementLease Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
In order to operate independently, Party A must to lease some portion of Party B’s land and property; therefore both parties, on a friendly, free and fair basis, agree below terms:
Lock-Up AgreementLock-Up Agreement • November 9th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
SHARE EXCHANGE AGREEMENT by and among Action Industries, Inc. a Nevada corporation and Kalington Limited a Hong Kong Corporation and the Shareholders of Kalington Limited. and Goodwin Ventures, Inc. and Xingtai Longhai Wire Co., Ltd. a PRC company...Share Exchange Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of this 26th day of March, 2010, by and between Action Industries, Inc., a Nevada corporation (hereinafter referred to as “Action”) and Kalington Limited, a Hong Kong company (hereinafter referred to as “Kalington”), Goodwin Ventures, Inc. (“Goodwin”), Xingtai Longhai Wire Co. Ltd (“Longhai”) and the shareholders of Kalington (the “Kalington Shareholders”), upon the following premises:
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 15th, 2011 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made effective as of March 14, 2011 by and between Longhai Steel Inc. (the “Company”), and Mr. Joel Mayersohn (“Director”).
Lease AgreementLease Agreement • November 9th, 2010 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
Party B will lease some portion of Party A’s property, plant and equipment; therefore both parties, on a friendly, free and fair basis, agree to the terms below:
JOINT FILING AGREEMENTJoint Filing Agreement • March 21st, 2012 • Longhai Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Longhai Steel Inc., and that this Agreement be included as an Exhibit to such joint filing.
OPERATING AGREEMENTOperating Agreement • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
This Operating Agreement (this “Agreement”) is dated March 19, 2010, and is entered into in Neiqiu County, Hebei Province, People’s Republic of China (“PRC” or “China”) by and between Xingtai Kalington Consulting Service Co., Ltd. (“Party A”), Xingtai Longhai Wire Co., Ltd. (“Party B”), and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
Purchase ContractPurchase Contract • March 26th, 2010 • Action Industries, Inc. • Telephone communications (no radiotelephone)
