0001047469-08-005277 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • April 28th, 2008 • China Mining Resources Holdings LTD • Blank checks • New York

THIS WARRANT AGREEMENT (this "Agreement"), dated as of , 2008, is entered into by and between China Mining Resources Holdings Limited, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant Agent").

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Form of Letter Agreement among the Company, the Representative and each officer, director and initial stockholder of the Company]
China Mining Resources Holdings LTD • April 28th, 2008 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 28th, 2008 • China Mining Resources Holdings LTD • Blank checks • New York

This INVESTMENT MANAGEMENT TRUST AGREEMENT (the “Agreement”) is made as of [ . , 2008] by and between China Mining Resources Holdings Limited, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 28th, 2008 • China Mining Resources Holdings LTD • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2008, by and among CHINA MINING RESOURCES HOLDINGS LIMITED, a Delaware corporation (the “Company”), and the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

CHINA MINING RESOURCES HOLDINGS LIMITED SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • April 28th, 2008 • China Mining Resources Holdings LTD • Blank checks • New York

THIS SECURITIES ESCROW AGREEMENT (this "Agreement") is entered into as of , 2008 by and among China Mining Resources Holdings Limited, a Delaware corporation (the "Company"), the initial stockholders listed on Exhibit A hereto (each an "Initial Stockholder" and collectively, the "Initial Stockholders") and Continental Stock Transfer & Trust Company, a New York corporation (the "Escrow Agent").

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