ContractPoint Acquisition Corp • April 27th, 2007 • Gold and silver ores
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 25, 2007, by and among Point Acquisition Corporation, a Nevada corporation, and all predecessors thereto (collectively, the “Company”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 25, 2007, is by and among POINT ACQUISITION CORPORATION, a Nevada corporation (the “Parent”), POWERSMART HOLDINGS LIMITED, a British Virgin Islands company (the “Company”), and the Shareholder of the Company signatory hereto (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of April 25, 2007, by and among Point Acquisition Corporation, a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of April 25, 2007, is entered into by and among Point Acquisition Corporation, a Nevada corporation (the “Company”), Brean Murray, Carret & Co., LLC, as agent (“Brean Murray”), Mr. Shunqing Zhang, in his individual capacity (“Make Good Pledgor”), and Securities Transfer Corporation, as escrow agent (“Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
This Escrow Agreement (the "Agreement"), dated April 25, 2007, is entered into by and among Point Acquisition Corporation, a Nevada corporation (the "Company"), HFG International, Limited, a Hong Kong corporation ("HFG"), Mr. Shunqing Zhang, in his individual capacity ("Make Good Pledgor"), and Securities Transfer Corporation (hereinafter referred to as "Escrow Agent").
Purchase and Sales of Goods/Services Agreement (English Translation)Point Acquisition Corp • April 27th, 2007 • Gold and silver ores
Through negotiations, Baoshan Iron & Steel Co., Ltd. (hereinafter referred to as “Party A”) and Henan Gengsheng Refractories Co., Ltd. (hereinafter referred to as “Party B”) agree to enter into this agreement in connection with the on-time delivery of the materials used for the Project of Refractories in 1-4# Heating Furnace for BaoSteel 1880 Hot Rolling Mill, as follows:
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
THIS CLOSING ESCROW AGREEMENT, dated April 25, 2007 ("Escrow Agreement"), is entered into by and between Point Acquisition Corporation, a Nevada corporation (the "Company"), Thelen Reid Brown Raysman & Steiner LLP (the "Escrow Agent"), Brean Murray, Carret & Co., LLC, as agent ("Brean Murray"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
SHANGHAI PUDONG DEVELOPMENT BANK SHORT-TERM LOAN AGREEMENT (English Translation)Point Acquisition Corp • April 27th, 2007 • Gold and silver ores
According to applicable laws and regulations of the People's Republic of China (the "PRC"), the Borrower and Lender hereby enter into this agreement pursuant to Borrower's application to Lender for a short term loan (the "Loan").
EMPLOYMENT AGREEMENT (English Translation)Employment Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores
Party A Henan Gengsheng Refractories Co., Ltd. and Party B Bi, Zhenyong , in order to establish employment relationship and define their rights and obligations, hereby execute this Agreement in accordance with the applicable provisions of the Labor Law of the People’s Republic of China and other laws and regulations on the basis of equality and mutual agreement.
LOCK-UP AGREEMENTLock-Up Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into on April 25, 2007 between the stockholder set forth on the signature page to this Agreement (the “Holder”) and Point Acquisition Corporation, a Nevada corporation (the “Company”).
Land Lease Agreement (English Translation)Land Lease Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores
Through negotiation, the Parties hereby enter into the following agreement with regard to land use which is designed in a way of lease first and then expropriation for land of 56 Chinese acres located in Xihewan of Yangli Village to Henan Gengsheng Refractories Co., Ltd.
LOAN AGREEMENT (English Translation)Loan Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores
Pursuant to the laws and regulations of the People's Republic of China ("PRC"), and on the basis of mutual consent reached through negotiations, Borrower and Lender enter into the following Loan Agreement.
CONSULTING AGREEMENTConsulting Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • Shanghai
This Consulting Agreement (this "Agreement") is entered into as of January 19, 2007 by and between the Powersmart Holdings Limited, a holding company organized under the laws of the British Virgin Islands, ("Powersmart" or the "Company"), and Heritage Management Consultants, Inc., a corporation organized under the laws of South Carolina, USA ("Heritage" or the "Consultant").
FIRST AMENDED FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • Hong Kong
THIS FIRST AMENDED FINANCIAL ADVISORY AGREEMENT ("Agreement") is made and entered into on this the 17th day of April, 2007, by and among HFG International, Limited, Smarthigh Holdings Limited ("Smarthigh") and Powersmart Holdings Limited ("Powersmart").
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • April 27th, 2007 • Point Acquisition Corp • Gold and silver ores • Hong Kong
THIS FINANCIAL ADVISORY AGREEMENT (“Agreement”) is made and entered into on this 28th day of November, 2006 , by and among HFG International, Limited, Smarthigh Holdings Limited (“Smarthigh”) and Powersmart Holdings Limited (“Powersmart”).
