0001144204-06-025965 Sample Contracts

English translation of the Loan between Tianjin Daqiuzhuang Metal Sheet Co., Ltd.to and Yang Pu Automotive Investment Limited) Loan Agreement
Loan Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills

On Nov. 15, 2005, Party B borrowed RMB24 million from Party A for business needs. The loan term shall be one year and the annual interest is calculated at 7%. Upon maturity of the loan term, Party B shall pay the principal sum to Party A.

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Loan Contract Agricultural Bank of China
Loan Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills

The interest rate shall be of annual rate: 7.533%, 35% floating upward (floating upward/downward) on the benchmark rate. The benchmark rate of a loan less than five years (included) shall be subject to the benchmark rate of RMB loan publicized by the People’s Bank of China in corresponding period; the benchmark rate of a loan more than five years shall be additional ___% based on benchmark rate of RMB loan publicized by the People’s Bank of China in corresponding period.

GENERAL STEEL HOLDINGS INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 1st day of September 2005, by and between General Steel Holdings Inc., a Nevada corporation (the “Company”), and the undersigned investors (collectively, together with all successors and permitted assignors, the “Investor”).

LOCK BOX AGREEMENT
Lock Box Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York

LOCK BOX AGREEMENT, dated as of 1st day of September, 2005 (this "Agreement"), among General Steel Holdings Inc., a Nevada corporation (the "Company"), each of the shareholders of the Company listed on the signature pages to this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”), and ____________, a _________, as lock box agent (the "Lock Box Agent").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 1, 2005 among General Steel Holdings Inc., a Nevada corporation (the “Company”), and each of the shareholders of the Company listed on the signature pages of this Agreement (each, a “Shareholder” and collectively, the “Shareholders”).

Warrant Agreement
Warrant Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GENERAL STEEL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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