FUSIONTECH, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 15th, 2011 • FusionTech, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Subscription Agreement pertains to the offering (the “Offering”) by FusionTech, Inc. (the “Company”) of a minimum of $500,000 and a maximum of $3,600,000 Senior Convertible Promissory Notes (the “Notes,” each a “Note,” collectively with the common stock issuable upon conversion of the Notes, the “Securities”). The Notes shall carry interest at 8% per annum (365 days per year), and the principal amount of the Notes and the interest accrued thereon shall be payable on the maturity date (the “Maturity Date”), which shall be the earlier of (i) 180 days from the date of the Final Closing or (ii) four (4) business days after a Form 424(b) is publically filed with the Securities and Exchange Commission announcing the pricing of the Company’s common stock (the “Common Stock”) for its first public offering of its common stock (the “IPO”). At the option of the Investor, the principal amount of the Notes may be converted into shares of the Company’s Common Stock at any time between the dates
Shanghai Pudong Development Bank Contract of Guarantee (Single) SHANGHAI PUDONG DEVELOPMENT BANKFusionTech, Inc. • January 3rd, 2011 • Papers & allied products
The guarantor voluntarily assumes the guarantee liability for the entire loan under the Main Contract (as specified in Article 7), in order to ensure the comprehensive and timely performance of the obligations by the debtor under the Main Contract and the exercise of the creditor’s rights.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ZAPNAPS, INC., A NEVADA CORPORATION AND FUSIONTECH, INC., A NEVADA CORPORATIONAgreement and Plan of Merger • November 12th, 2010 • FusionTech, Inc. • Papers & allied products • Nevada
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into this 28th day of October, 2010 by and between ZapNaps Inc., a Nevada corporation (the "Parent Corporation"), with its principal executive offices located at No. 8 Mingshui Road, Changchun, Jilin Province, China, China 130000, and FusionTech, Inc., a Nevada corporation (the "Subsidiary Corporation"), with its registered agent’s office located at 2360 Corporate Circle, Suite 400, Henderson, NV. In consideration of the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONShare Exchange Agreement • March 22nd, 2011 • FusionTech, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Nevada
This First Amendment to the Share Exchange Agreement and Plan of Reorganization (this “First Amendment”), dated November 22, 2010, and effective as of March 11, 2011 by and among FusionTech, Inc., a Nevada corporation (“Purchaser”), and Dalian Heavy Mining Equipment Manufacturing Co., Ltd. (“Dalian Steel”), a foreign joint venture company organized under the laws of the People’s Republic of China (“PRC”), and each of the undersigned owners of Dalian (the “Dalian Steel Holders”).
Lease Contract at Gaoneng Street Incubating BaseFusionTech, Inc. • March 22nd, 2011 • Steel works, blast furnaces & rolling mills (coke ovens)
In accordance with << Contract Law of People’s Republic of China>> and the relevant leasing rules and regulations of Dalian City, both parties have reach consensus and hereby enter this contract:
AGREEMENTAgreement • November 22nd, 2010 • FusionTech, Inc. • Papers & allied products
Zhuanghe Port Industrial Zone Management Committee (hereafter Party A) and Dalian Heavy Mining Equipment Manufacturing Co. Ltd (hereafter Party B ), under the principle of Equal and Reciprocal Benefit, have undergone friendly negotiation regarding Party B ‘s plan to build a plant in the jurisdiction of Party A and hereby enter the following agreement for both party to perform :
WORKSHOP LEASEFusionTech, Inc. • November 22nd, 2010 • Papers & allied products
Under the principle of Reciprocal Benefit, both parties have negotiated and hereby enter the following provisions, agreeing to abide together:
AgreementFusionTech, Inc. • November 22nd, 2010 • Papers & allied products
Loan AgreementLoan Agreement • March 22nd, 2011 • FusionTech, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
1． Party A is a joint venture company legally organized, and validly existing within the territory of the People's Republic of China;
AgreementFusionTech, Inc. • January 3rd, 2011 • Papers & allied products
Lease AgreementLease Agreement • November 22nd, 2010 • FusionTech, Inc. • Papers & allied products
Lessor will lease a 2,000 square meters factory to lessee, which is located in Wafangdian City Fuzhou Town Yongfeng Village with the qualified right certification No. 023078. The attached facility is a bridge crane 32/5 ton, which can be used by Lessee.
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN DALIAN HEAVY MINING EQUIPMENT MANUFACTURING CO., LTD. and FUSIONTECH, INC. Dated as of November 22, 2010Share Exchange Agreement and Plan of Reorganization • November 22nd, 2010 • FusionTech, Inc. • Papers & allied products • Nevada
This SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into as of November 22, 2010, by and among Dalian Heavy Mining Equipment Manufacturing Co., Ltd. (“Dalian Steel”), a foreign joint venture company organized under the laws of The People’s Republic of China (“China”), and FusionTech, Inc. a Nevada corporation (“Purchaser”), and each of the owners of Dalian Steel listed on Schedule 2.1 hereto (the “Dalian Steel Holders”).
Contract to GuaranteeFusionTech, Inc. • November 22nd, 2010 • Papers & allied products
This contract is hereby entered by and between parties in conformity of <<Property Law of People’s Republic of Law>> , <<Guarantee Law of People’s Republic of China>> and the other relevant law and regulations :
SPD BANK Financing Facility Agreement SHANGHAI PUDONG DEVELOPMENT BANK --------------------------------------------------------PAGE ONE---------------------------------------------------------- Financing Facility AgreementFinancing Facility Agreement • January 31st, 2011 • FusionTech, Inc. • Papers & allied products
Based on the principles of equality and mutual benefit, the parties to this Agreement have followed the relevant laws and regulations and have undergone a friendly negotiation. On the basis of their equal positions and willingness, the parties to this Agreement hereby entered into an Agreement according to the following provisions:
Lease Contract at Gaoneng Street Incubating BaseFusionTech, Inc. • November 22nd, 2010 • Papers & allied products
In accordance with << Contract Law of People’s Republic of China>> and the relevant leasing rules and regulations of Dalian City, both parties have reach consensus and hereby enter this contract:
Workshop Lease and Processing Cooperation AgreementLease and Processing Cooperation Agreement • November 22nd, 2010 • FusionTech, Inc. • Papers & allied products
Party A is hereby to let the workshop, office space and the affixed equipments to Party B, and Party B also provides Service of Semi-Processed Manufacture to Party A. After negotiation, both parties agree to the following provisions:
FUSIONTECH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2011 • FusionTech, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [________], 2011, is made by and between FusionTech, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • November 22nd, 2010 • FusionTech, Inc. • Papers & allied products
THIS AGREEMENT is made as of the 22nd day of November, 2010, between FusionTech, Inc., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at No. 8 Mingshui Road, Changchun, Jilin Province, China 130000 (the “Company”), and David Lu, having an address located at No. 8 Mingshui Road, Changchun, Jilin Province, China 130000 (the “Shareholder”).
SPD BANK Agreement for Short-term Loan SHANGHAI PUDONG DEVELOPMENT BANKFusionTech, Inc. • November 22nd, 2010 • Papers & allied products
Our company hereby irrevocably applies for the short-term liquidity loan from your bank under the following articles of the agreement:
Investment AgreementInvestment Agreement • November 22nd, 2010 • FusionTech, Inc. • Papers & allied products
After friendly negotiation, Party A and Party B hereby enter into the following agreement in regard with the investment and construction of “ZDF Vacuum Composite Steel Mode” project:
