0001144204-10-025835 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 10th, 2010 • 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”).

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VOTING AGREEMENT
Voting Agreement • May 10th, 2010 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
December 24, 2009
Warrant Agreement • May 10th, 2010 • 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, 2009
Warrant Agreement • May 10th, 2010 • 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.

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