CONFIDENTIAL
EXHIBIT
1.1
December
24,
2009
CONFIDENTIAL
Mr. Xxxxx
Xx
Chairman
and CEO
Kuntai
International Mansion Bldg.
Suite
2315
Yi Xx. 00
Xxxxxxxxxxxxxx Xxxxxx
Chaoyang
District, Beijing 100020
Dear
Chairman Xx:
This
letter (the “Agreement”)
constitutes the agreement among Xxxxxx & Xxxxxxx, LLC (“Xxxxxx”) and FT
Global Capital,
Inc. (“FT Global”), on the one hand, and General Steel Holdings, Inc.
(the “Company”), on the
other hand, that Xxxxxx and FT Global shall serve as the exclusive placement
agents (the “Placement
Agents”) 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, including shares (the “Shares”) of the
Company’s common stock (the “Common
Stock”). Xxxxxx is sometimes referred to as the “Lead
Placement Agent” and FT Global is sometimes referred to as
the “Co-Lead Placement Agent”. 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 the Placement Agents or either of them 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 delivered by the Company and the
Purchasers in connection with the Placement shall be collectively referred to
herein as the “Transaction Documents.” The
date of the closing of the Placement shall be referred to herein as the “Closing
Date.” The Company expressly acknowledges and agrees that the
Placement Agents’ obligations hereunder are on a reasonable best efforts basis
only and that the execution of this Agreement does not constitute a commitment
by the Placement Agents to purchase the Securities and does not ensure the
successful placement of the Securities or any portion thereof or the success of
the Placement Agents with respect to securing any other financing on behalf of
the Company.
SECTION
1. COMPENSATION AND OTHER
FEES.
(A) As
compensation for the services provided by the Placement
Agents hereunder, the
Company agrees to pay to the Placement
Agents a cash fee payable
immediately upon the closing of the Placement and equal to 6% of the aggregate
gross proceeds raised in the Placement (the “Placement
Agents’ Fee”). Additionally,
a 6% cash fee payable within 48 hours of (but only in the event of) the receipt
by the Company of any proceeds from the exercise of the warrants or options sold
in the Placement that are solicited by either the Lead Placement Agent or the
Co-Lead Placement Agent, respectively, and otherwise in compliance with
Financial Industry Regulatory Authority (“FINRA”) Rule 5110
equal to 6% of the aggregate cash exercise price received by the Company upon
such exercise, if any (the “Warrant Solicitation
Fee”), provided however,
the Warrant Solicitation Fee shall be reduced to the extent (and only to the
extent) that the Placement Agents’ aggregate compensation for the Placement, as
determined under FINRA Rule 5110, would otherwise exceed 8% as determined by
FINRA. Fifty percent (50%) of all such compensation shall be
paid to each of Xxxxxx and FT Global, respectively.
(B)
The Placement Agents shall be entitled to a Placement Agents’ Fee,
calculated in the manner provided in Section 1(A), with respect to any public or
private offering or other financing or capital-raising transaction of any kind
(“Tail
Financing”) to the extent that such financing or capital is provided to
the Company by investors whom either Placement Agent had introduced, directly or
indirectly, to the Company during the Term, if such Tail Financing is
consummated at any time within the 6-month period following the expiration or
termination of this Agreement (the “Tail
Period”).
SECTION
2. REGISTRATION
STATEMENT.
The
Company represents and warrants to, and agrees with, each of the Placement
Agents that:
(A) The
Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (Registration File No.333-161585) under the
Securities Act of 1933, as amended (the “Securities Act”),
which became effective on October 22, 2009, for the registration under the
Securities Act of the Shares. At the time of such filing, the Company met the
requirements of Form S-3 under the Securities Act. Such registration
statement meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies with said Rule. The Company will file with the
Commission pursuant to Rule 424(b) under the Securities Act, and the rules and
regulations (the “Rules and
Regulations”) of the Commission promulgated thereunder, a supplement to
the form of prospectus included in such registration statement relating to the
placement of the Shares and the plan of distribution thereof and has advised the
Placement Agents of all further information (financial and other) with respect
to the Company required to be set forth therein. Such registration statement,
including the exhibits thereto, as amended at the date of this Agreement, is
hereinafter called the “Registration
Statement”; such prospectus in the form in which it appears in the
Registration Statement is hereinafter called the “Base Prospectus”; and
the supplemented form of prospectus, in the form in which it will be filed with
the Commission pursuant to Rule 424(b) (including the Base Prospectus as so
supplemented) is hereinafter called the “Prospectus
Supplement.” Any reference in this Agreement to the Registration
Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to
refer to and include the documents incorporated by reference therein (the “Incorporated
Documents”) pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or
before the date of this Agreement, or the issue date of the Base Prospectus or
the Prospectus Supplement, as the case may be; and any reference in this
Agreement to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Base Prospectus
or the Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration
Statement, the Base Prospectus or the Prospectus Supplement (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is or is deemed to
be incorporated by reference in the Registration Statement, the Base Prospectus
or the Prospectus Supplement, as the case may be. No stop order
suspending the effectiveness of the Registration Statement or the use of the
Base Prospectus or the Prospectus Supplement has been issued, and no proceeding
for any such purpose is pending or has been initiated or, to the Company's
knowledge, is threatened by the Commission. For purposes of this Agreement,
“free writing
prospectus” has the meaning set forth in Rule 405 under the Securities
Act and the “Time of
Sale Prospectus” means the preliminary prospectus, if any, together with
the free writing prospectuses, if any, used in connection with the Placement,
including any documents incorporated by reference therein.
(B) The
Registration Statement (and any further documents to be filed with the
Commission) contains all exhibits and schedules as required by the Securities
Act. Each of the Registration Statement and any post-effective amendment
thereto, at the time it became effective, complied in all material respects with
the Securities Act and the Exchange Act and the applicable Rules and Regulations
and did not and, as amended or supplemented, if applicable, will not, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the
Prospectus Supplement, each as of its respective date, comply in all material
respects with the Securities Act and the Exchange Act and the applicable Rules
and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if
any, and the Prospectus Supplement, as amended or supplemented, did not and will
not contain as of the date thereof any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The
Incorporated Documents, when they were filed with the Commission, conformed in
all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, and none of such documents, when they were filed with the
Commission, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein (with respect to
Incorporated Documents incorporated by reference in the Base Prospectus or
Prospectus Supplement), in light of the circumstances under which they were made
not misleading; and any further documents so filed and incorporated by reference
in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, when such documents are filed with the Commission, will conform in
all material respects to the requirements of the Exchange Act and the applicable
Rules and Regulations, as applicable, and will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. No post-effective amendment to the Registration Statement
reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set
forth therein is required to be filed with the Commission. There are
no documents required to be filed with the Commission in connection with the
transaction contemplated hereby that (x) have not been filed as required
pursuant to the Securities Act or (y) will not be filed within the requisite
time period. There are no contracts or other documents required to be described
in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus
Supplement, or to be filed as exhibits or schedules to the Registration
Statement, that have not been described or filed as required.
(C) The
Company will not, without the prior consent of the Lead Placement Agent,
prepare, use or refer to, any free writing prospectus.
(D) At
the request of either of the Placement Agents, the Company has delivered, or
will as promptly as practicable deliver, to the Placement Agents complete
conformed copies of the Registration Statement and of each consent and
certificate of experts, as applicable, filed as a part thereof, and conformed
copies of the Registration Statement (without exhibits), the Base Prospectus,
the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended
or supplemented, in such quantities and at such places as the Lead Placement
Agent reasonably request. Neither the Company nor any of its
directors and officers has distributed and none of them will distribute, prior
to the Closing Date, any offering material in connection with the offering and
sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus,
if any, the Prospectus Supplement, the Registration Statement, copies of the
documents incorporated by reference therein and any other materials permitted by
the Securities Act.
SECTION
3. REPRESENTATIONS AND
WARRANTIES. The Placement Agents shall be entitled to rely upon any and
all representations and warranties of the Company included in the purchase
agreements entered into by the Company and the Purchasers in connection with the
Placement, subject to the qualifications and limitations therein, including, but
not limited to, any disclosure set forth on an applicable schedule.
SECTION
4. ENGAGEMENT
TERM. The Placement Agents’ engagement hereunder shall be for
the period of 120 days from the date hereof (the “Term”). The
engagement may be terminated by either the Company or the Lead Placement Agent
at any time upon 10 days’ written notice. Notwithstanding anything to the
contrary contained herein, the provisions concerning confidentiality,
indemnification, contribution and the Company’s obligations to pay fees actually
earned and payable pursuant to Section 1 hereof will survive any expiration or
termination of this Agreement. Xxxxxx and FT Global agree not to use
any confidential information concerning the Company provided to them by the
Company for any purposes other than those contemplated under this
Agreement.
SECTION
5. PLACEMENT AGENT
INFORMATION. The Company agrees that any information or advice
rendered by Xxxxxx and/or FT Global in connection with this engagement is for
the confidential use of the Company only in their evaluation of the Placement
and, except as otherwise required by law, the Company will not disclose or
otherwise refer to the advice or information in any manner without prior written
consent of the Placement Agent that provided the
information.
SECTION
6. NO FIDUCIARY
RELATIONSHIP. This Agreement does not create, and shall not be
construed as creating rights enforceable by any person or entity not a party
hereto, except those entitled hereto by virtue of the indemnification provisions
hereof. The Company acknowledges and agrees that neither Xxxxxx nor
FT Global is or shall be be construed as a fiduciary of the Company and neither
of them shall have any duties or liabilities to the equity holders or the
creditors of the Company or to any other person by virtue of this Agreement or
the retention of Xxxxxx or FT Global hereunder, all of which are hereby
expressly waived.
SECTION
7. CLOSING. The
obligations of the Placement Agents and the Purchasers, and the closing of the
sale of the Securities hereunder are subject to the accuracy, when made and on
the Closing Date, of the representations and warranties on the part of the
Company and its Subsidiaries contained or incorporated herein, to the accuracy
of the statements of the Company and its Subsidiaries made in any certificates
pursuant to the provisions hereof, to the performance by the Company and its
Subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions:
(A) No
stop order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been initiated or
threatened by the Commission, and any request for additional information on the
part of the Commission (to be included in the Registration Statement, the Base
Prospectus or the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Lead Placement Agent.
(B) The
lead Placement Agent shall not have discovered and disclosed to the Company on
or prior to the Closing Date that the Registration Statement, the Base
Prospectus or the Prospectus Supplement or any amendment or supplement thereto
contains an untrue statement of a fact which, in the opinion of counsel for the
Lead Placement Agent, is material or omits to state any fact which, in the
opinion of such counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
(C) All
corporate proceedings and other legal matters incident to the authorization,
form, execution, delivery and validity of each of this Agreement, the
Securities, the Registration Statement, the Base Prospectus and the Prospectus
Supplement and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in all
material respects to the Lead Placement Agent’s counsel, and the
Company shall have furnished to such counsel all documents and information that
they may reasonably request to enable them to pass upon such
matters.
(D) The
Placement Agents shall have received from outside counsel to the Company such
counsel’s written opinion, addressed to each of the Placement Agents and the
Purchasers dated as of the Closing Date, in form and substance reasonably
satisfactory to the Lead Placement Agent.
(E) Neither
the Company nor any of its Subsidiaries shall have sustained since the date of
the latest audited financial statements included or incorporated by reference in
the Base Prospectus, any loss or interference with its business from fire,
explosion, flood, terrorist act or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth in or contemplated by the Base Prospectus
and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries or any change,
or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders’ equity, results
of operations or prospects of the Company and its Subsidiaries, otherwise than
as set forth in or contemplated by the Base Prospectus, the effect of which, in
any such case described in clause (i) or (ii), is, in the judgment of the Lead
Placement Agent, so material and adverse as to make it impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms
and in the manner contemplated by the Base Prospectus, the Time of Sale
Prospectus, if any, and the Prospectus Supplement.
(F) The
Common Stock is registered under the Exchange Act and, as of the Closing Date,
the Shares shall be listed and admitted and authorized for trading on the New
York Stock Exchange (the “Trading Market”), and
satisfactory evidence of such actions shall have been provided to the Co-Lead
Placement Agents. The Company shall have taken no action designed to,
or likely to have the effect of terminating the registration of the Common Stock
under the Exchange Act or delisting or suspending from trading the Common Stock
from the Trading Market, nor has the Company received any information suggesting
that the Commission or the Trading Market is contemplating terminating such
registration or listing.
(G) Subsequent
to the execution and delivery of this Agreement, there shall not have occurred
any of the following: (i) trading in securities generally on the New York Stock
Exchange, the Nasdaq National Market or the NYSE Amex or in the over-the-counter
market, or trading in any securities of the Company on any exchange or in the
over-the-counter market, shall have been suspended or minimum or maximum prices
or maximum ranges for prices shall have been established on any such exchange or
such market by the Commission, by such exchange or by any other regulatory body
or governmental authority having jurisdiction, (ii) a banking moratorium shall
have been declared by federal or state authorities or a material disruption has
occurred in commercial banking or securities settlement or clearance services in
the United States, (iii) the United States shall have become engaged in
hostilities in which it is not currently engaged, the subject of an act of
terrorism, there shall have been an escalation in hostilities involving the
United States, or there shall have been a declaration of a national emergency or
war by the United States, or (iv) there shall have occurred any other calamity
or crisis or any change in general economic, political or financial conditions
in the United States or elsewhere, if the effect of any such event in clause
(iii) or (iv) makes it, in the sole judgment of the Lead Placement Agent,
impracticable or inadvisable to proceed with the sale or delivery of the
Securities on the terms and in the manner contemplated by the Base Prospectus
and the Prospectus Supplement.
(H) No
action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any governmental agency or body which
would, as of the Closing Date, prevent the issuance or sale of the Securities or
materially and adversely affect the business or operations of the Company; and
no injunction, restraining order or order of any other nature by any federal or
state court of competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance or sale of the Securities or materially
and adversely affect the business or operations of the Company.
(I) The
Company shall be obligated following Closing to prepare and file with the
Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.
(J) The
Company shall have entered into subscription agreements with each of the
Purchasers and such agreements shall be in full force and effect and shall
contain representations and warranties of the Company as agreed between the
Company and the Purchasers.
(K) FINRA
shall have raised no objection to the fairness and reasonableness of the terms
and arrangements of this Agreement. In addition, the Company shall,
if requested by the Lead Placement Agent, make or authorize the Lead Placement
Agent’s counsel to make on the Company’s behalf, an Issuer Filing with FINRA
pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay
all filing fees required in connection therewith.
(L) Prior
to the Closing Date, the Company shall have furnished to the Lead Placement
Agent such further information, certificates and documents as either of the Lead
Placement Agent may reasonably request.
All
opinions, letters, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the -Lead Placement Agent.
SECTION
8. INDEMNIFICATION. (A) To
the extent permitted by law, the Company will indemnify Xxxxxx, FT Global
and each of their respective affiliates, stockholders, directors,
officers, employees and controlling persons (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) against all losses,
claims, damages, expenses and liabilities, as the same are incurred (including
the reasonable fees and expenses of counsel), relating to or arising out of its
activities hereunder or pursuant to this engagement letter, except to the extent
that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law
to have resulted primarily and directly from the Placement Agents’ willful
misconduct or gross negligence in performing the services described
herein.
(B) Promptly
after receipt by Xxxxxx or FT Global of notice of any claim or the commencement
of any action or proceeding with respect to which Xxxxxx or FT Global is
entitled to indemnity hereunder, Xxxxxx or FT Global will notify the Company in
writing of such claim or of the commencement of such action or proceeding, and
the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to Xxxxxx and FT Global and will pay the fees
and expenses of such counsel. Notwithstanding the preceding sentence,
each of the Placement Agents will be entitled to employ counsel separate from
counsel for the Company and from any other party in such action if counsel for
Xxxxxx or FT Global reasonably determines that it would be inappropriate under
the applicable rules of professional responsibility for the same counsel to
represent both the Company and either or both of the Placement
Agents. In such event, the reasonable fees and disbursements of no
more than one such separate counsel will be paid by the Company. The
Company will have the exclusive right to settle the claim or proceeding provided
that the Company will not settle any such claim, action or proceeding without
the prior written consent of Xxxxxx and FT Global, which will not be
unreasonably withheld.
(C) The
Company agrees to notify Xxxxxx and FT Global promptly of the assertion against
it or any other person of any claim or the commencement of any action or
proceeding relating to a transaction contemplated by this engagement
letter.
(D) If
for any reason the foregoing indemnity is unavailable to either of the Placement
Agents or insufficient to hold both of the Placement Agents harmless, then the
Company shall contribute to the amount paid or payable by the Placement Agent(s)
as a result of such losses, claims, damages or liabilities in such proportion as
is appropriate to reflect not only the relative benefits received by the Company
on the one hand and each respective Placement Agent on the other, but
also the relative fault of the Company on the one hand and each of the
respective Placement Agents on the other that resulted in such losses, claims,
damages or liabilities, as well as any relevant equitable
considerations. The amounts paid or payable by a party in respect of
losses, claims, damages and liabilities referred to above shall be deemed to
include any legal or other fees and expenses incurred in defending any
litigation, proceeding or other action or claim. Notwithstanding the
provisions hereof, each of the respective Placement Agent’s share of the
liability hereunder shall not be in excess of the amount of fees actually
received, or to be received, by such Placement Agent under this engagement
letter (excluding any amounts received as reimbursement of expenses incurred by
such Placement Agent).
(E) These
indemnification provisions shall remain in full force and effect whether or not
the transaction contemplated by this engagement letter is completed and shall
survive the termination of this engagement letter, and shall be in addition to
any liability that the Company might otherwise have to any indemnified party
under this engagement letter or otherwise.
SECTION
9. ANNOUNCEMENTS. The
Company grants to the Placement Agents the right to place customary
announcement(s) of the Placement in certain newspapers and to mail
announcement(s) to persons and firms selected by Placement Agents subject to the
Company’s prior approval, which shall not be unreasonably withheld, and all
costs of such announcement(s) will be borne by such respective Placement
Agent(s).
SECTION
10. GOVERNING
LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made
and to be performed entirely in such State. This Agreement may not be
assigned by either party without the prior written consent of the other
party. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and permitted assigns.
Any right to trial by jury with respect to any dispute arising under this
Agreement or any transaction or conduct in connection herewith is
waived. Any dispute arising under this Agreement may be brought into
the courts of the State of New York or into the Federal Court located in New
York, New York and, by execution and delivery of this Agreement, the Company
hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of aforesaid courts. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by delivering a copy
thereof via overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.
SECTION
11. ENTIRE
AGREEMENT/MISC. This Agreement (including the
attached Indemnification Provisions) embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. If any
provision of this Agreement is determined to be invalid or unenforceable in any
respect, such determination will not affect such provision in any other respect
or any other provision of this Agreement, which will remain in full force and
effect. This Agreement may not be amended or otherwise modified or
waived except by an instrument in writing signed by each of Xxxxxx, FT Global
and the Company. The representations, warranties, agreements and
covenants contained herein shall survive the closing of the Placement and
delivery and/or exercise of the Securities, as applicable. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission or a .pdf format file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or
..pdf signature page were an original thereof.
SECTION
12. NOTICES. Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified on
the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a
business day, (b) the next business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number on
the signature pages attached hereto on a day that is not a business day or later
than 6:30 p.m. (New York City time) on any business day, (c) the business day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications
shall be as set forth on the signature pages hereto.
Please
confirm that the foregoing correctly sets forth our agreement by signing and
returning an executed copy of this Agreement to each of Xxxxxx and FT
Global.
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Very
truly yours,
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XXXXXX
& XXXXXXX, LLC
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By:
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/s/ Xxxx
Xxxxx
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Name:
Xxxx Xxxxx
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Title:
Senior Managing Director
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Address for notice:
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0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
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New
York, NY, 10020
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Fax
(000) 000-0000
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Attention: General
Counsel
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FT
GLOBAL CAPITAL, INC.
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By:
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/s/ Xxxxxxx X.
Xx
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Name:
Xxxxxxx X. Xx
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Title:
President
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Address for notice:
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0000
Xxxxxxxxx Xxxx, Xxx. 1700
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Atlanta,
GA, 30328
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Fax
(000) 000-0000
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Attention: Xxxxxxx
X. Xx
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Signatures
Continued
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Continuation
of Engagement Agreement
Accepted
and Agreed to as of
the
date first written above:
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GENERAL
STEEL HOLDINGS, INC.
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By:
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/s/ Xxxxx
Xx
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Name:
Xxxxx Xx
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Title:
Chairman &
CEO
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Address for notice:
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Kuntai
International Mansion Bldg.
Suite
2315
Yi
Xx. 00 Xxxxxxxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxx, Xxxxxxx
000000
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