STOCK PURCHASE
AGREEMENT
Seller:
Marc
Siegel
943 Lake Wyman
Road
Boca Raton, FL
33431
THIS STOCK
PURCHASE AGREEMENT (the “Agreement”) is made this
January 23, 2009 between Marc Siegel (the “Seller” or
“Siegel”), and China Direct, Inc., referred to as the
(the “Purchaser”).
W I T N E S S E T
H:
WHEREAS, Seller
owns directly 4,400,000 shares of China Direct, Inc. common stock,
par value $0.0001 per share (the “Common Stock”);
and
WHEREAS, the
Purchaser desire to purchase an aggregate of 1,500,000 shares of
Common Stock of China Direct, Inc. (the “Shares”) from
the Seller on the terms and conditions set forth in this Agreement;
and
WHEREAS, the
Seller desires to sell the Shares to the Purchaser on the terms and
conditions set forth in this Agreement; and
NOW, THEREFORE,
in consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the Seller and the
PurchaserPurchaser hereby agree as follows:
1.
Incorporation by
reference. The above recitals are herein incorporated by
reference.
2.
Purchase and Sale. The
Purchaser shall purchase from Seller, and the Seller shall sell to
the Purchaser, the Shares on the terms and conditions of this
Agreement.
3.
Consideration/Purchase
Price. In consideration of the transfer by Seller of the
Shares to the Purchaser, the Purchaser shall deliver to the Seller
the purchase price of One Million Six Hundred Fifty Thousand
Dollars ($1,650,000) ($1.10 per Share) representing payment for the
Shares which shall be transferred on the date hereof.
4.
Obligations of
Seller. Upon the date hereof, Seller shall deliver to
the Purchaser or its designees, the Shares.
5.
Obligations of the
Purchaser. Upon the date hereof, the Purchaser shall
deliver to the Seller the Purchase Price pursuant to the terms of
Section 3 of this Agreement.
6.
Closing and Condition to
Closing. Closing. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall
take place on or before January 23, 2009 (the “Closing
Date”).
7.
Representations and Warranties of
the Purchaser.
A. Authority of the
Purchaser; Execution of Agreement. The Purchaser have
all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be
performed by them hereunder. No consent, authorization,
approval, license, permit or order of, or filing with, any person
or governmental authority is required in connection with the
execution of the transactions and obligations to be performed by
them hereunder. This Agreement has been duly executed
and delivered by the Purchaser and constitutes a valid and legally
binding obligation of the Purchaser, enforceable in accordance with
its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws.
B. The Purchaser is
an experienced and sophisticated investors, able to fend for itself
in t
