COMMON STOCK PURCHASE WARRANT GENERAL STEEL HOLDINGS, INC.Common Stock Purchase Warrant • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
THIS SERIES COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 June __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the June __, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from General Steel Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2009, between General Steel Holdings, 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”).
VOTING AGREEMENTVoting Agreement • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
December 24, 2009Warrant Agreement • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain (i) Warrant issued by General Steel Holdings, Inc. (the "Company") to the undersigned with an Issuance Date of December 13, 2007 (the "Existing Warrant") and (ii) Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers identified on the signature pages thereto pursuant to which the Company shall be issuing Common Stock and warrants for aggregate consideration of $25 million (the "New SPA"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant.
December 24, 2009Warrant Agreement • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain (i) Warrant issued by General Steel Holdings, Inc. (the "Company") to the undersigned with an Issuance Date of December 13, 2007 (the "Existing Warrant") and (ii) Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers identified on the signature pages thereto pursuant to which the Company shall be issuing Common Stock and warrants for aggregate consideration of $25 million (the "New SPA"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant.
CONFIDENTIALPlacement Agent Agreement • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This letter (the “Agreement”) constitutes the agreement among Rodman & Renshaw, LLC (“Rodman”) and FT Global Capital, Inc. (“FT Global”), on the one hand, and General Steel Holdings, Inc. (the “Company”), on the other hand, that Rodman 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”). Rodman 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
