RECITALSConsulting Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks • New York
WARRANTWarrant Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks • Texas
ANDStock Purchase Agreement • January 5th, 2006 • Parallel Technologies Inc • Blank checks • New York
EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT DIVERSIFIED PRODUCT INSPECTIONS, INC. FOR THE EXCHANGE OF CAPITAL STOCKShare Exchange Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks • New York
FUSHI COPPERWELD, INC. 6,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2010 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • New York
AGREEMENTStock Purchase Agreement • January 5th, 2006 • Parallel Technologies Inc • Blank checks • Texas
Exhibit 99.1 SUBSCRIPTION AGREEMENT Parallel Technologies Inc. C/O Irwin Schneidmill Ladies and Gentlemen: The undersigned subscriber ("Subscriber") hereby tenders this Subscription Agreement (this "Agreement") in accordance with and subject to the...Subscription Agreement • March 25th, 2004 • Parallel Technologies Inc • Services-management services • Texas
WARRANT TO PURCHASE COMMON STOCK of PARALLEL TECHNOLOGIES, INC.Warrant Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks • New York
AMONGExclusive Option Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks
ARTICLE I AMENDMENTAgreement for the Purchase of Common Stock • December 14th, 2005 • Parallel Technologies Inc • Blank checks • New York
FUSHI INTERNATIONAL, INC. GUARANTEED SENIOR SECURED FLOATING RATE NOTES DUE 2012 INDENTURE Dated January 25, 2007 THE BANK OF NEW YORK, a New York banking corporation as TrusteeIndenture • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
2. Check if Transferee will take delivery of a beneficial interest in the Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial in
Dated 27 June 2012 FACILITY AGREEMENT between Green Dynasty Limited as Borrower and China Development Bank Corporation Hong Kong Branch as Lender relating to a US$185,000,000 Term Loan FacilityFacility Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Hong Kong
SECURITIES PURCHASE AGREEMENT Dated as of February 22, 2009 among FUSHI COPPERWELD, INC. and THE PURCHASER LISTED ON EXHIBIT ASecurities Purchase Agreement • August 6th, 2009 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of February 22, 2009 by and among Fushi Copperweld, Inc., a Nevada corporation (the “Company”), and the Purchaser whose name is set forth on Exhibit A hereto (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 26, 2007, by and among Fushi International, Inc., a Nevada corporation (the "Company"), and the investors signatory hereto, including the holders of the Notes (as defined below) (each an "Investor" and collectively, the "Investors").
ContractWarrant Agreement • August 10th, 2009 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ESCROW AGREEMENTEscrow Agreement • October 31st, 2007 • Fushi International Inc • Steel pipe & tubes • Virginia
This Escrow Agreement, dated as of October 26, 2007 (this “Agreement”), is entered into by and among Fushi International, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), Roth Capital Partners, LLC, a California limited liability company (the “Placement Agent”) and Tri-State Title & Escrow, LLC, with its principal offices located at 360 Main Street, P.O. Box 391, Washington, VA 22747 (the “Escrow Agent”). The Placement Agent and the Company are sometimes referred to herein as the Escrowing Parties.
ARTICLE IAgreement for the Purchase of Common Stock • December 14th, 2005 • Parallel Technologies Inc • Blank checks • Texas
Patent Transfer Contract Preface (Whereas) -- Whereas, the Transferor (patent holder), Li Fu, owns the patent attached in Annex 1. -- Whereas, the Transferee, Dalian Diversified Product Inspections Bimetallic Cable Co.,Ltd., desires to obtain the...Patent Transfer Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks
Executive Employment Agreement for John Christopher FinleyExecutive Employment Agreement • October 31st, 2007 • Fushi International Inc • Steel pipe & tubes • Tennessee
THIS AGREEMENT is made as of the 29th day of October, 2007, by and between Fushi International, Inc., a Nevada corporation (“Company”), and John Christopher Finley, an individual resident of Hickory, North Carolina (“Executive”).
AmongEntrusted Management Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 16th, 2009 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • New York
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2008, by and among (i) (a) Fushi International, Inc., a Nevada corporation (the “Company”), Fushi Holdings, Inc., a Delaware corporation (“FHI”), Dalian Fushi Bimetallic Manufacturing Company Limited, a limited liability company organized and existing under the laws of the PRC (“Dalian Fushi”), Fushi International (Dalian) Bimetallic Cable Co., Ltd., a wholly foreign-owned limited liability company organized and existing under the laws of the PRC (the “WFOE”, and, together with the Company, FHI and Dalian Fushi, the “Group Companies”); (b) Mr. Fu Li (the “Controlling Shareholder”), a resident of Dalian, Liaoning Province in the People’s Republic of China (the “PRC”); and (c) Mr. Fu Li and Mr. Chris Wang Wenbing, a resident of Dalian, Liaoning Province in the PRC (together with Mr. Fu Li, the “Senior Management”) and (ii) Citadel Equity Fund Ltd. (“Citadel”). Capitalized terms u
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2007 • Fushi International Inc • Steel pipe & tubes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 2007, among Fushi International, Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
FUSHI INTERNATIONAL, INC., and THE BANK OF NEW YORK, a New York banking corporation as TrusteeIndenture • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
INDENTURE dated January 25, 2007, between FUSHI INTERNATIONAL, INC., a Nevada corporation (hereinafter called the “Company”), FUSHI HOLDINGS, INC., a Delaware corporation (“FHI”) as Guarantor, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
FUSHI INTERNATIONAL, INC. $40,000,000 Guaranteed Senior Secured Floating Rate Notes due 2012 and $20,000,000 3.0% Senior Secured Convertible Notes due 2012 NOTES PURCHASE AGREEMENT (THE “AGREEMENT”)Notes Purchase Agreement • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes
Fushi International, Inc., a Nevada corporation (the “Company”), the other Group Companies (as defined below) and Mr. Fu Li (the “Controlling Shareholder”), hereby agree with the Purchaser (as defined below) as follows:
WAIVER AND CONSENTWaiver and Consent • October 26th, 2007 • Fushi International Inc • Steel pipe & tubes
This Waiver and Consent (the “Waiver”) is made as of October 26, 2007, by and among Fushi International Inc., a Nevada corporation (the “Company”), Fushi Holdings, Inc. (“FHI”), Fushi International (Dalian) Bimetallic Cable Co., Ltd., (“WFOE”), and Dalian Fushi Bimetallic Manufacturing Co., Ltd. (“Dalian Fushi”, and together with the Company, FHI, the WFOE and any other subsidiary (the “Group Companies”), Mr. Fu Li (the “Controlling Shareholder”) (c) Mr. Fu Li, Mr. Mathus Yang Yue, and Mr. Chris Wang Wenbing, (together with Mr. Fu Li and Mr. Mathus Yang Yue, the “Senior Management”) and Citadel Equity Fund, Ltd (the “Purchaser”).
by and between FUSHI INTERNATIONAL, INC., and DAVID S. JONES Dated as of September 25, 2007LLC Membership Interest Purchase Agreement • September 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
This LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of September 25, 2007, is made by and between FUSHI INTERNATIONAL, INC., a Nevada corporation (“Purchaser”) and David S. Jones (“Seller”).
Executive Employment Agreement for Craig H. StudwellExecutive Employment Agreement • October 19th, 2010 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Tennessee
THIS AGREEMENT shall be effective as of the 19th day of October, 2010 (the “Effective Date”), by and between Fushi Copperweld, Inc., a Nevada corporation (“Company”), and Craig H. Studwell, an individual resident of California, USA (“Executive”).
SHARE PLEDGE AGREEMENTShare Pledge Agreement • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes
This SHARE PLEDGE AGREEMENT, dated as of January 25, 2007 (this “Agreement”), is executed between Fushi International, Inc., a Nevada corporation (the “Pledgor”) and The Bank of New York, in its capacity as collateral agent (with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
CONSORTIUM AGREEMENT Abax Global Capital (Hong Kong) Limited Two International Finance Centre Suite 6708, 8 Finance Street, Central Hong KongConsortium Agreement • November 4th, 2010 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Hong Kong
Abax Global Capital (Hong Kong) Limited, on behalf of funds managed by it and its nominee entities and its and their affiliates (collectively “Abax”) is interested in pursuing with you a possible acquisition (the “Transaction”) of Fushi Copperweld, Inc. (the “Company”) through a special purpose vehicle (“Bidco”) to be owned by Abax, and you and your nominees (collectively, the “Shareholder”). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the “Proposal Letter”, the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and Abax agree to the following:
VOTING AGREEMENTVoting Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
VOTING AGREEMENT, dated as of June 28, 2012 (this “Agreement”), by and between Fushi Copperweld, Inc., a Nevada corporation (the “Company”), Green Dynasty Limited, a Cayman Islands exempted company (“Parent”) and the stockholders of the Company listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • March 2nd, 2011 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire
The parties listed below agree that the Schedule 13D/A to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
CONTRIBUTION AGREEMENTContribution Agreement • June 29th, 2012 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2012 by and among Green Dynasty Holdings Limited, a Cayman Islands exempted company (“Holdco”), Green Dynasty Limited, a Cayman Islands exempted company (“Parent”), and the stockholders of Fushi Copperweld, Inc., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
ContractConfidential Employment Separation Agreement • August 13th, 2008 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Tennessee
This Confidential Employment Separation Agreement and Release (the "Agreement") is between John Christopher Finley ("Executive"), on the one hand, and Fushi Copperweld, Inc. ("Fushi" or the "Company"), on the other hand.
Share Pledge AgreementShare Pledge Agreement • December 14th, 2005 • Parallel Technologies Inc • Blank checks
Executive Employment Agreement for Dwight BerryExecutive Employment Agreement • August 13th, 2008 • Fushi Copperweld, Inc. • Drawing & insulating of nonferrous wire • Tennessee
THIS AGREEMENT is made as of the 28th day of May, 2008, by and between Fushi Copperweld, Inc., a Nevada corporation ("Company"), and Dwight Berry, an individual resident of Mississippi ("Executive").
