SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 4, 2011, between China GengSheng Minerals, 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”).
COMMON STOCK PURCHASE WARRANT CHINA GENGSHENG MINERALS, INC.Common Stock Purchase Warrant • January 10th, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________or its assigns (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 July 10, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on January 11, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from China GengSheng Minerals, Inc., a Nevada corporation (the “Company”), up to ______shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONFIDENTIAL Mr. Zhang Shunqing Chairman and CEO China GengSheng Minerals, Inc. No. 88 Gengsheng Road, Dayugou Town Gongyi, Henan 451271 CHINA Dear Mr. Shunqing:Placement Agent Agreement • January 10th, 2011 • China Gengsheng Minerals, Inc. • Miscellaneous manufacturing industries • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and China GengSheng Minerals, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent 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, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “Warrants”). 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 Rodman 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 de
