Jintai Mining Group, Inc. Sample Contracts

JINTAI MINING GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2011 • Jintai Mining Group, Inc. • Metal mining • New York

Kuizhong Cai Yuan Lin Shaoying Li Danny T.N. Ho Zhiming Jiang Danien Ye Cha Hwa Chong Zhizhong Ding Zhenwei Jin Weiheng Cai Liwen Hu Haibin Zhong

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COMMON STOCK PURCHASE WARRANTS To Purchase 400,000 Shares of Common Stock of JINTAI MINING GROUP, INC.
Common Stock Purchase Warrant • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Liwen Hu (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 the date of this Warrant, and on or prior to the first anniversary of the date of this Warrant (the “Termination Date”), but not thereafter, to subscribe for and purchase from Jintai Mining Group, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (the “Warrant Shares”) of the Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The exercise price per share of Common Stock shall be equal to 110% of the offering price of the Company’s Common Stock during the anticipated initial public offering (the “IPO”) to be conducted by the Company provided however that in the event the IPO is not conducted within ninety (90) days from the date hereof, the exercise price shall be four dollars and forty cents ($4.

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining

This Consulting Services Agreement (this “Agreement”) is dated August 25, 2010, and is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co., Ltd. (“Xiangguang Company” or “Party A”), and Huanjiang Jintai Mining Co., Ltd. (“Jintai Mining” or “Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”

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EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2011 • Jintai Mining Group, Inc. • Metal mining • Delaware
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Amendment to Consulting Services Agreement
Consulting Services Agreement • February 11th, 2011 • Jintai Mining Group, Inc. • Metal mining

This Amendment to Consulting Services Agreement dated February 9, 2011 is entered into by and between Guangzhou Xiangguang Corporate Management Co., Ltd. (“Xiangguang Company” or “Party A”), and Huanjiang Jintai Mining Co., Ltd. (“Jintai Mining” or “Party B”).

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SHARE EXCHANGE AGREEMENT by and among Jintai Mining Co. Limited (“Jintai HK“) and the Shareholders of Jintai HK, on the one hand; and Jintai Mining Group Inc. (“Jintai Delaware”), a Delaware corporation, and the Shareholders of Jintai Delaware, on the...
Share Exchange Agreement • August 12th, 2010 • Jintai Mining Group, Inc. • New York

Category A The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000, excluding the value (if any) of such individual's primary residence.

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AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant Amendment • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining • New York

This Amendment to the Common Stock Purchase Warrant (the “Amendment”) is made as of November 26, 2010 by and between, Jintai Mining Group, Inc., a Delaware corporation the (“Company”) and Liwen Hu (the “Holder”).

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VOTING RIGHTS PROXY AGREEMENT
Voting Rights Proxy Agreement • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining

This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) as of August 25, 2010 by and among Guangzhou Xiangguang Corporate Management Co., Ltd (“Party A”) and the undersigned shareholder (the “Shareholder”) of Huangjiang Jintai Mining Co., Ltd.(“Jintai Mining”). Party A and the Shareholder are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Jintai Mining is made a party to this Agreement for the purpose of acknowledging the Agreement.

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AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant Amendment • April 1st, 2011 • Jintai Mining Group, Inc. • Metal mining • New York

This Amendment to the Common Stock Purchase Warrant (the “Amendment”) is made as of March 31, 2011 by and between, Jintai Mining Group, Inc., a Delaware corporation (the “Company”) and Haibin Zhong (the “Holder”).

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AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant Amendment • April 1st, 2011 • Jintai Mining Group, Inc. • Metal mining • New York

This Amendment to the Common Stock Purchase Warrant (the “Amendment”) is made as of March 31, 2011 by and between, Jintai Mining Group, Inc., a Delaware corporation (the “Company”) and Liwen Hu (the “Holder”).

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EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining

This Equity Pledge Agreement (hereinafter this “Agreement”) dated August 25, 2010 is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co.,Ltd. (“Pledgee”), and the shareholder ( the “Pledgor”) listed on the signature pages hereto of Huanjiang Jintai Mining Co., Ltd.(“Jintai Mining”). Jintai Mining is made as a party to this Agreement for the purpose of acknowledging the Agreement.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 12th, 2010 • Jintai Mining Group, Inc. • New York

This Subscription Agreement (the “Agreement”) made as of this ___ day of _________, 2010 by and among Jintai Mining Group, Inc., a Delaware corporation (“Jintai Delaware) and Huanjiang Jintai Mining Co., Limited, a limited liability company incorporated under the laws of the People’s Republic of China, on the one hand (“Huanjiang Jintai” and together with Jintai Delaware, the “Issuers”), and Mr. Dongsheng Yang and Mr. Haibin Zhong, both individuals and residents of the People’s Republic of China on the other hand (individually a “Subscriber” and together the “Subscribers”).

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VOTING RIGHTS PROXY AGREEMENT
Voting Rights Proxy Agreement • August 12th, 2010 • Jintai Mining Group, Inc.

This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) as of _________, 2010 by and among Guangzhou Xiangguang Corporate Management Co., Ltd. (“Party A”) and the undersigned shareholders (the “Shareholders” or“PartyC”) of Huangjiang Jintai Mining Co., Ltd.(“Jintai Mining” or “PartyB”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Jintai Mining is made a party to this Agreement for the purpose of acknowledging the Agreement.

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OPTION AGREEMENT
Option Agreement • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining

This Option Agreement (this “Agreement”) is dated August 25, 2010, and is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co., Ltd. (“Party A”) and Huangjiang Jintai Mining Co., Ltd. (“Party B”) and the shareholder holding 100% of the issued and outstanding equity interests of Party B (the “Shareholder of Party B” or “Party C”) through negotiation. Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

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OPERATING AGREEMENT
Operating Agreement • August 12th, 2010 • Jintai Mining Group, Inc.

This Operating Agreement (this “Agreement”) is dated__________, 2010, and is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co., Ltd. (“Party A”) and Huangjiang Jintai Mining Co., Ltd. (“Party B”) and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”) through negotiation. Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

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AMENDMENT TO CONVERTIBLE NOTE
Convertible Note Amendment • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining • New York

This Amendment to the Convertible Note (the “Amendment”) is made as of November 26, 2010 by and between, Jintai Mining Group, Inc., a Delaware corporation (“Jintai Delaware”) and Huanjiang Jintai Mining Co., Limited, a limited liability Companies formed in the People’s Republic of China (“PRC”) (“Huanjiang Jintai”) (collectively the “Borrowers”), and Liwen Hu (the “Holder”) .

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AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant Amendment • May 11th, 2011 • Jintai Mining Group, Inc. • Metal mining • New York

This Amendment to Common Stock Purchase Warrant (the “Amendment”) is made as of May 10, 2011 by and among Jintai Mining Group, Inc., a Delaware corporation (the “Company”), Liwen Hu (“Hu”) and Haibin Zhong (“Zhong” and collectively with Hu, the “Holders”).

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FORM OF WARRANT
Warrant Agreement • August 12th, 2010 • Jintai Mining Group, Inc.

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 the date of this Warrant, and on or prior to the first anniversary of the date of this Warrant (the “Termination Date”), but not thereafter, to subscribe for and purchase from Jintai Mining Group, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (the “Warrant Shares”) of the Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The exercise price per share of Common Stock shall be equal to 110% of the offering price of the Company’s Common Stock during the anticipated initial public offering (the “IPO”) to be conducted by the Company, provided however, that in the event that the IPO is not conducted within ninety (90) days from the date hereof, the exercise price shall be four dollars and for

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OPERATING AGREEMENT
Operating Agreement • November 30th, 2010 • Jintai Mining Group, Inc. • Metal mining

This Operating Agreement (this “Agreement”) is dated August 25, 2010, and is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co., Ltd. (“Party A”) and Huangjiang Jintai Mining Co., Ltd. (“Party B”) and Huanjiang Jinteng Mining Co., Ltd, the shareholder holding 100% of the issued and outstanding equity interests of Party B (the “Shareholder of Party B” or “Party C”), through negotiation. Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

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OPTION AGREEMENT
Option Agreement • August 12th, 2010 • Jintai Mining Group, Inc.

This Option Agreement (this “Agreement”) is dated__________________, 2010, and is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co., Ltd. (“Party A”) and Huangjiang Jintai Mining Co., Ltd. (“Party B”) and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”) through negotiation. Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

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EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • August 12th, 2010 • Jintai Mining Group, Inc.

This Equity Pledge Agreement (hereinafter this “Agreement”) dated _____________, 2010 is entered into in Guangzhou City, Guangdong Province, People’s Republic of China (“PRC” or “China”) by and among Guangzhou Xiangguang Corporate Management Co.,Ltd. (“Pledgee”or “Party A”), and each of the shareholders (individually a “Pledgor” and collectively, the “Pledgors”) listed on the signature pages hereto of Huanjiang Jintai Mining Co., Ltd.(“Jintai Mining” or “Party B”). Jintai Mining is made a party to this Agreement for the purpose of acknowledging the Agreement.

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