Exhibit 10.1 SUBSCRIPTION AGREEMENT Point Acquisition Corporation 211 West Wall Street Midland, Texas 79701 Ladies and Gentlemen: The undersigned subscriber ("Subscriber") hereby tenders this Subscription Agreement (this "Agreement") in accordance...Subscription Agreement • January 4th, 2007 • Point Acquisition Corp • Gold and silver ores • Texas
Exhibit 10.2 SUBSCRIPTION AGREEMENT Point Acquisition Corporation 211 West Wall Street Midland, Texas 79701 Ladies and Gentlemen: The undersigned subscriber ("Subscriber") hereby tenders this Subscription Agreement (this "Agreement") in accordance...Subscription Agreement • November 1st, 2006 • Point Acquisition Corp • Gold and silver ores • Texas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 4, 2011, between China GengSheng Minerals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CHINA GENGSHENG MINERALS, INC.Common Stock Purchase • January 10th, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (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 10, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on January 11, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from China GengSheng Minerals, Inc., a Nevada corporation (the “Company”), up to ______shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONFIDENTIAL Mr. Zhang Shunqing Chairman and CEO China GengSheng Minerals, Inc. No. 88 Gengsheng Road, Dayugou Town Gongyi, Henan 451271 CHINA Dear Mr. Shunqing:China Gengsheng Minerals, Inc. • January 10th, 2011 • Miscellaneous manufacturing industries • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and China GengSheng Minerals, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and de
ContractPoint Acquisition Corp • April 27th, 2007 • Gold and silver ores
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2013 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
THIS AGREEMENT is dated as of January 1, 2012 by and between China GengSheng Minerals, Inc., a Nevada corporation with its principal office at No. 88 Gengsheng Road, Dayugou Town, Gongyi, Henan Province, People’s Republic of China (the “Company”), and Shunqing Zhang, residing at Governmental Courtyard, Da Yugou Town, Gongyi City Henan Province Zip Code 451271 (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 25, 2007, by and among Point Acquisition Corporation, a Nevada corporation, and all predecessors thereto (collectively, the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2013 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
THIS AGREEMENT is dated as of the 16th day of September, 2013 by and between China Gengsheng Minerals, Inc., a Nevada corporation with its principal office at 88 Gengsheng Road, Dayugou Town, Gongyi, Henan, People’s Republic of China (the “Company”), and Weina Zhang, residing at Dihu Garden, Zhengzhou City, Henan, People’s Republic of China (“Executive”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 25, 2007, is by and among POINT ACQUISITION CORPORATION, a Nevada corporation (the “Parent”), POWERSMART HOLDINGS LIMITED, a British Virgin Islands company (the “Company”), and the Shareholder of the Company signatory hereto (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the “Parties.”
EQUITY TRANSFER AGREEMENT (English Translation)Equity Transfer Agreement • June 18th, 2008 • China Gengsheng Minerals, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods
This Equity Transfer Agreement (the "Agreement") is entered into by and among the following parties on June 12, 2008 at Kaili City, Guizhou Province of China:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of April 25, 2007, by and among Point Acquisition Corporation, a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of April 25, 2007, is entered into by and among Point Acquisition Corporation, a Nevada corporation (the “Company”), Brean Murray, Carret & Co., LLC, as agent (“Brean Murray”), Mr. Shunqing Zhang, in his individual capacity (“Make Good Pledgor”), and Securities Transfer Corporation, as escrow agent (“Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Escrow Agreement (the "Agreement"), dated April 25, 2007, is entered into by and among Point Acquisition Corporation, a Nevada corporation (the "Company"), HFG International, Limited, a Hong Kong corporation ("HFG"), Mr. Shunqing Zhang, in his individual capacity ("Make Good Pledgor"), and Securities Transfer Corporation (hereinafter referred to as "Escrow Agent").
Explanatory Note: The following Loan Agreement has been translated from the original version in Chinese into English. SHANGHAI PUDONG DEVELOPMENT BANK LOAN AGREEMENT (For Short Term Loan)Loan Agreement • July 26th, 2007 • China Minerals Technologies, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods
The Loan under this Loan Agreements shall be solely for short-term capital turnover use. Borrower shall not divert the funds under this Loan Agreement to any other purpose.
SHORT-TERM LOAN AGREEMENT (English Summary/Translation)Term Loan Agreement • September 21st, 2007 • China Gengsheng Minerals, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods
According to applicable laws and regulations of the People's Republic of China (the "PRC"), the Borrower and Lender hereby enter into this agreement pursuant to Borrower's application to Lender for a short term loan (the "Loan").
Supply Contract (English Translation)China Gengsheng Minerals, Inc. • May 21st, 2008 • Abrasive, asbestos & misc nonmetallic mineral prods
RECITALSConsulting Agreement • April 19th, 2007 • Point Acquisition Corp • Gold and silver ores • Nevada
Purchase and Sales of Goods/Services Agreement (English Translation)Point Acquisition Corp • April 27th, 2007 • Gold and silver ores
Through negotiations, Baoshan Iron & Steel Co., Ltd. (hereinafter referred to as “Party A”) and Henan Gengsheng Refractories Co., Ltd. (hereinafter referred to as “Party B”) agree to enter into this agreement in connection with the on-time delivery of the materials used for the Project of Refractories in 1-4# Heating Furnace for BaoSteel 1880 Hot Rolling Mill, as follows:
Full-Service Contract Agreement (English Summary/Translation)China Gengsheng Minerals, Inc. • January 22nd, 2009 • Miscellaneous manufacturing industries
Sales contract (English Translation)Sales Contract • April 29th, 2009 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries
STRATEGIC PARTNERSHIP AGREEMENT By and between ZHENGZHOU DUESAIL FRACTURE PROPPANTS CO., LTD. And TITAN PROPPANTS, L.L.C. Dated June 19, 2011 STRATEGIC PARTNERSHIP AGREEMENTStrategic Partnership Agreement • October 13th, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
THIS STRATEGIC PARTNERSHIP AGREEMENT (this “Agreement”) is entered into as of June 19, 2011 by and between Zhengzhou Duesail Fracture Proppants Co., Ltd., a corporation organized under the laws of The Peoples’ Republic of China (“ DUESAIL ”), and Titan Proppants, L.L.C., a limited liability company organized under the laws of the state of Texas (“ TPLLC ”). TPLLC and DUESAIL shall each be referred to herein as a “Party.” TPLLC and DUESAIL shall collectively be referred to herein as the “Parties.”
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
THIS CLOSING ESCROW AGREEMENT, dated April 25, 2007 ("Escrow Agreement"), is entered into by and between Point Acquisition Corporation, a Nevada corporation (the "Company"), Thelen Reid Brown Raysman & Steiner LLP (the "Escrow Agent"), Brean Murray, Carret & Co., LLC, as agent ("Brean Murray"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
ContractChina Gengsheng Minerals, Inc. • February 18th, 2011 • Miscellaneous manufacturing industries
Confidential Treatment has been requested for certain portions of this Agreement that have been redacted in this Exhibit. These portions are indicated by an asterisk (*). The omitted portions of this Agreement have been separately filed with the Securities and Exchange Commission.
WORKING CAPITAL LOAN AGREEMENT (English Summary Translation)Loan Agreement • January 12th, 2009 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries
According to applicable laws and regulations of the People's Republic of China (the "PRC"), the Borrower and Lender hereby enter into this agreement pursuant to Borrower's application to Lender for using in the purpose of loan indicated in Item 2.1 a short term loan (the "Loan").
SHANGHAI PUDONG DEVELOPMENT BANK SHORT-TERM LOAN AGREEMENT (English Translation)Point Acquisition Corp • April 27th, 2007 • Gold and silver ores
According to applicable laws and regulations of the People's Republic of China (the "PRC"), the Borrower and Lender hereby enter into this agreement pursuant to Borrower's application to Lender for a short term loan (the "Loan").
EMPLOYMENT AGREEMENT (English Translation)Employment Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores
Party A Henan Gengsheng Refractories Co., Ltd. and Party B Bi, Zhenyong , in order to establish employment relationship and define their rights and obligations, hereby execute this Agreement in accordance with the applicable provisions of the Labor Law of the People’s Republic of China and other laws and regulations on the basis of equality and mutual agreement.
LF 80 Tons Ladle Refractories Full-Services Contract (English Summary /Translation)China Gengsheng Minerals, Inc. • January 22nd, 2009 • Miscellaneous manufacturing industries
Through negotiations in good faith, Heilongjiang Iron & Steel Co., Ltd. (hereinafter referred to as the “Party A”) and Henan Gengsheng Refractories Co., Ltd. (hereinafter referred to as the “Party B”) agree to enter into this full services contract (the “Contract”) in connection with the materials used for LF 80 tons ladle and agree to bind to the terms agreed as follows:
Hebei Wenfeng Iron and Steel Co., Ltd. ("Wenfeng") Full Services Contract (English Summary/Translation)China Gengsheng Minerals, Inc. • December 3rd, 2008 • Miscellaneous manufacturing industries
Through negotiations in good faith, Hebei Wenfeng Iron and Steel Co., Ltd. (hereinafter referred to as the "Party A") and Henan Gengsheng Refractories Co., Ltd. (hereinafter referred to as the "Party B") agree to enter into this full services contract (the "Contract") in connection with the materials used for the100-tons of ladle and agree to bind to the terms agreed as follows:
CONTRACTChina Gengsheng Minerals, Inc. • December 21st, 2010 • Miscellaneous manufacturing industries
SELLERS: ZHENGZHOU DUESAIL FRACTURE PROPPANT CO., LTD ADDRESS: NO. 38 Gengsheng Road Dayugou Town, Gongyi City, Henan Province, China 451271 TEL: 86-371-64059666 FAX: 86-371-64059666
LOCK-UP AGREEMENTLock-Up Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on April 25, 2007 between the stockholder set forth on the signature page to this Agreement (the “Holder”) and Point Acquisition Corporation, a Nevada corporation (the “Company”).
RECITALSConsulting Agreement • April 19th, 2007 • Point Acquisition Corp • Gold and silver ores • Nevada
AGREEMENT By and between ZHENGZHOU DUESAIL FRACTURE PROPPANTS CO., LTD. And _______ Dated June 19, 2011Agreement • June 23rd, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
THIS AGREEMENT (this “Agreement”) is entered into as of June 19, 2011 by and between Zhengzhou Duesail Fracture Proppants Co., Ltd., a corporation organized under the laws of The Peoples’ Republic of China (“ DUESAIL ”), and _______ , a limited liability company organized under the laws of the state of Texas (“ _______ ”). _______ and DUESAIL shall each be referred to herein as a “Party.” _______ and DUESAIL shall collectively be referred to herein as the “Parties.”
Land Lease Agreement (English Translation)Land Lease Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores
Through negotiation, the Parties hereby enter into the following agreement with regard to land use which is designed in a way of lease first and then expropriation for land of 56 Chinese acres located in Xihewan of Yangli Village to Henan Gengsheng Refractories Co., Ltd.
English Translation) LOAN AGREEMENTLoan Agreement • September 28th, 2007 • China Gengsheng Minerals, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods
Pursuant to the laws and regulations of the People’s Republic of China (the “PRC”), and on the basis of agreement reached through comprehensive negotiations, Borrower and Lender enter into and consent to be bound by this Loan Agreement.
