0001144204-08-031642 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 22nd, 2008 • China Precision Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 20, 2008, by and among Wo Hing Li (the "Seller") and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • May 22nd, 2008 • China Precision Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Virginia

This Amended and Restated Escrow Agreement, dated as of May 20, 2008 (this “Agreement”), is entered into by and among Wo Hing Li, (the “Seller”), Hudson Bay Fund, LP, a Delaware limited partnership and Hudson Bay Overseas Fund, Ltd., a company with limited liability organized under the laws of the Cayman Islands (collectively, "Hudson" and together with the Seller sometimes referred to collectively as the "Parties") and Tri-State Title & Escrow, LLC (the “Escrow Agent”). The principal address of each party hereto is set forth on Exhibit A.

Contract
And Restated Stock Purchase Agreement • May 22nd, 2008 • China Precision Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT dated as of May 20, 2008 (this "Agreement") among WO HING LI (the "Seller"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Purchaser" and collectively, the "Purchasers").

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