0001448788-11-000007 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2010, between China Direct Industries, Inc., a Florida 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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CONFIDENTIAL
Placement Agent Agreement • January 4th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals • New York
COMMON STOCK PURCHASE WARRANT CHINA DIRECT INDUSTRIES, INC.
Common Stock Purchase Warrant • January 4th, 2011 • China Direct Industries, Inc. • Primary smelting & refining of nonferrous metals

THIS 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 July __, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from China Direct Industries, Inc., a Florida corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

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