FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 1st, 2008 • China Armco Metals, Inc. • Wholesale-miscellaneous nondurable goods • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July , 2008, by and among CHINA ARMCO METALS, INC., a Nevada corporation (the “Company”), Suite 1706/A , Jincheng International Plaza, No. 66 Jing San Road, Zhengzhou, PRC, and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”) (each agreement with a Subscriber being deemed a separate and independent agreement between the Company and such Subscriber, except that each Subscriber acknowledges and consents to the rights granted to each other Subscriber each, an “Other Subscriber” under such agreement and the Transaction Documents, as defined in Section 5(c) of this Agreement, referred to therein).
FORM OF WARRANTChina Armco Metals, Inc. • August 1st, 2008 • Wholesale-miscellaneous nondurable goods
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA ARMCO METALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
