Purezza Group Inc Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2002 • Purezza Group Inc • New York
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LICENSE AGREEMENT
License Agreement • October 9th, 2002 • Purezza Group Inc • Chemicals & allied products
AMONG
Stock Purchase Agreement • May 3rd, 2004 • Purezza Group Inc • Chemicals & allied products • Colorado
PUDA COAL, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • December 14th, 2010 • Puda Coal, Inc. • Bituminous coal & lignite surface mining • New York

Puda Coal, Inc., a Delaware corporation (the “Company”), proposes to sell 7,850,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 1,150,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

2,855,652 Shares PUDA COAL, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 18th, 2010 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum) • New York

Puda Coal, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Brean Murray, Carret & Co/, LLC (“Brean”) and Newbridge Securities Corporation (“Newbridge”, referred to collectively with Brean as the “Underwriter”) an aggregate of 2,855,652 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 428,348 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”

Conveyancing Agreement
Conveyancing Agreement • November 23rd, 2005 • Puda Coal, Inc. • Chemicals & allied products

This Conveyancing Agreement (this "Agreement") is entered into by and between the following parties in Taiyuan, Shanxi Province of the People's Republic of China (the "PRC") on November _____, 2005:

AUTHORIZATION
Authorization • July 18th, 2005 • Purezza Group Inc • Chemicals & allied products

In this Authorization, each Party A, Party B and Party C shall be referred to individually as a “Party”, and they shall be collectively referred to as the “Parties”.

Keating Securities, LLC Greenwood Village, Colorado 80111-2739
Purezza Group Inc • July 18th, 2005 • Chemicals & allied products • Colorado

This letter will confirm our agreement (“Agreement”) that Keating Securities, LLC (“Keating”) is authorized to represent Purezza Group, Inc. and its current and future affiliates, subsidiaries and related entities (collectively, the "Company”) and to assist the Company as its financial advisor on the terms and conditions set forth herein. This Agreement shall become effective upon the execution hereof by both Keating and the Company.

BY AND AMONG
Exchange Agreement • June 27th, 2005 • Purezza Group Inc • Chemicals & allied products • Florida
Letter of Agreement
Letter of Agreement • September 19th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

Whereas Party A has purchased 90% of Party B’s outstanding equity owned by Party C and Party D pursuant to the Exclusive Option Agreements dated June 24, 2005, all parties above agree to terminate certain agreements dated June 24, 2005 after friendly and equal consultation:

Supplementary Agreement of Investment Cooperation
Supplementary Agreement • January 14th, 2011 • Puda Coal, Inc. • Bituminous coal & lignite surface mining

Party A, Party B and Party C (collectively, “Co-Investors”) entered into Investment Cooperation Agreement on August 1, 2010. After friendly negotiation, the Co-investors hereby amend and supplement the Investment Cooperation Agreement as follows:

Letter of Agreement
Letter of Agreement • November 15th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

Whereas Party A has purchased 90% of Party B’s outstanding equity owned by Party C and Party D pursuant to the Exclusive Option Agreements dated June 24, 2005, all parties above agree to terminate certain agreements dated June 24, 2005 after friendly and equal consultation:

AMENDMENT NO. 1 TO INDEPENDENT DIRECTOR’S CONTRACT
S Contract • December 31st, 2008 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

THIS Amendment No. 1 to Independent Director’s Contract (this “Amendment”) is made as of December 29, 2008 by and between Puda Coal, Inc., a Florida corporation (the “Company”), and C. Mark Tang (the “Director”), who are signatories to the Independent Director’s Contract dated October 9, 2007 (the “Agreement”).

PUDA COAL, INC. Restricted Stock Unit Director Grant Agreement
Restricted Stock Unit Director Grant Agreement • December 31st, 2008 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum) • Florida

This Restricted Stock Unit Director Grant Agreement (the “Agreement”) is entered into between Puda Coal, Inc., a Florida corporation (the “Company”), and ________ (the “Director”).

EXCLUSIVE CONSULTING AGREEMENT
Exclusive Consulting Agreement • July 18th, 2005 • Purezza Group Inc • Chemicals & allied products

WHEREAS, Party A is a wholly foreign-owned enterprise registered in The People's Republic of China (the "PRC") under the laws of PRC and owns resources to provide business consulting services;

Contract
Puda Coal, Inc. • November 23rd, 2005 • Chemicals & allied products • Florida

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, PLEDGEE, TRANSFEREE OR ENDORSEE HEREOF OR THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED THE WARRANT OR ANY WARRANT SHARES FOR ANY PURPOSE, UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITIES SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND COUNSEL ARE REASONABLY ACCEPTABLE TO THE COMPANY. THIS WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERR

Share Transfer Agreement
Share Transfer Agreement • November 15th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

that Party A transfers its stock ownership in Shanxi Puda Coal Group Co. Ltd. (“Shanxi Coal”) to Party B , the parties hereto agree as follows:

Tax Agreement (Unofficial English Translation)
Tax Agreement • March 10th, 2006 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)
Asset Exchange Agreement
Asset Exchange Agreement • June 12th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

WHEREAS, the annual production of the coal washing plant owned by Party A is 400,000 metric tons, and the annual production of the coal washing plant owned by Party B is 1.2 million metric tons; and

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PUDA COAL, INC. Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • December 31st, 2008 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum) • Florida

This Restricted Stock Unit Agreement (the “Agreement”) is dated as of _______ and entered into between Puda Coal, Inc., a Florida corporation (the “Company”), and [name of employee] (the “Employee”).

Agreement of shares transfer
Puda Coal, Inc. • May 15th, 2009 • Wholesale-metals & minerals (no petroleum)

Whereas Party A desires to transfer shares of Shanxi Jianhe Coal Limited Company; Whereas Party B desires to receive Party A’s shares; Whereas Party C agrees to stand guarantee for this shares transfer. An agreement is made as follows:

AMENDMENT NO. 1 TO INDEPENDENT DIRECTOR’S CONTRACT
S Contract • December 31st, 2008 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

THIS Amendment No. 1 to Independent Director’s Contract (this “Amendment”) is made as of December 29, 2008 by and between Puda Coal, Inc., a Florida corporation (the “Company”), and Jianfei Ni (the “Director”), who are signatories to the Independent Director’s Contract dated June 29, 2007 (the “Agreement”).

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • July 18th, 2005 • Purezza Group Inc • Chemicals & allied products

WHEREAS, Party A is a wholly foreign owned enterprise registered in The People's Republic of China (the "PRC") under the laws of the PRC;

AMENDMENT NO. 1 TO INDEPENDENT DIRECTOR’S CONTRACT
S Contract • December 31st, 2008 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

THIS Amendment No. 1 to Independent Director’s Contract (this “Amendment”) is made as of December 29, 2008 by and between Puda Coal, Inc., a Florida corporation (the “Company”), and Lawrence S. Wizel (the “Director”), who are signatories to the Independent Director’s Contract dated August 3, 2007 (the “Agreement”).

OPERATING AGREEMENT
Operating Agreement • July 18th, 2005 • Purezza Group Inc • Chemicals & allied products

WHEREAS, Party A is a wholly foreign owned enterprise registered in The People's Republic of China (the "PRC") under the laws of the PRC;

Shanxi Puda Resources Co., Ltd. and Liulin Jucai Coal Industry Co., Ltd. RAW COKING COAL SUPPLY AGREEMENT
Supply Agreement • November 23rd, 2005 • Puda Coal, Inc. • Chemicals & allied products

This Raw Coking Coal Supply Agreement (this "Agreement") is entered into by and between the following parties in Taiyuan, Shanxi Province of the People's Republic of China (the "PRC ") on November ___, 2005:

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 23rd, 2005 • Puda Coal, Inc. • Chemicals & allied products • Florida

This SUBSCRIPTION AGREEMENT (this "Agreement"), is made and entered into as of the date set forth on the signature page hereto, by the undersigned person on the signature page hereto ("Investor") and Puda Coal, Inc., a Florida corporation (the "Company").

INDEPENDENT DIRECTOR’S CONTRACT
Independent Director’s Contract • October 9th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

THIS AGREEMENT (the “Agreement”) is made as of October 9, 2007 and is by and between Puda Coal, Inc. a Florida corporation (hereinafter referred to as the “Company”), and Dr. C. Mark Tang (the “Director”).

INDEPENDENT DIRECTOR’S CONTRACT
Independent Director’s Contract • July 6th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

THIS AGREEMENT (the “Agreement”) is made as of June 29, 2007 and is by and between Puda Coal, Inc. a Florida corporation (hereinafter referred to as the “Company”), and Jianfei Ni (the “Director”).

Agreement
Agreement • September 12th, 2007 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

In accordance with the Contract Law of People’s Republic of China, and through mutual negotiation, this Agreement is entered into by and between Party A and Party B regarding the transfer of Muguashan Coal Mine (the “Coal Mine”), located at Duanjia Village, Jingle County, Shanxi Province of China:

Loan Agreement
Loan Agreement • May 12th, 2010 • Puda Coal, Inc. • Wholesale-metals & minerals (no petroleum)

To cooperate with each other, promote the development of both parties, realize mutual benefits and clarify rights and obligations of each party, the parties hereby enter into this Loan Agreement in accordance with laws of the People’s Republic of China on the basis of honesty, good faith and mutual interest through amicable negotiations in connection with the actual situation at both parties, who intend to be legally bound by this Agreement.

Mr. Leonard Perle President Purezza Group, Inc. 24 Madison Road Fairfield, New Jersey 07004 Re: Phoslock License Agreement Dear Mr. Perle This purpose of this letter is to clarify our position at this time regarding certain terms contained in the...
Purezza Group Inc • April 1st, 2002

This purpose of this letter is to clarify our position at this time regarding certain terms contained in the August 15, 2001 Phoslock License Agreement ("the Agreement") between Licensor, Integrated Mineral Technology, Ltd. (hereafter referred to as "Licensor" or "Integrated") and Purezza Group, Inc. (hereafter referred to as the "Licensee" or "Purezza). Our position regarding certain terms contained in the Agreement is contained in the textual portions appearing below each bolded and underlined caption:

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