0001448788-10-000093 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 22nd, 2010 • China Armco Metals, Inc. • Wholesale-metals & minerals (no petroleum) • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 20, 2010, is by and among China Armco Metals, Inc., a Nevada corporation with headquarters located at One Waters Park Drive, Suite 98, San Mateo, California (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 22nd, 2010 • China Armco Metals, Inc. • Wholesale-metals & minerals (no petroleum) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April ___, 2010, is by and among China Armco Metals, Inc., a Nevada corporation with offices located at One Waters Park Drive, Suite 98, San Mateo, CA (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

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