0001047469-08-010209 Sample Contracts

CHINA MINING RESOURCES HOLDINGS LIMITED
Warrant Purchase Agreement • September 23rd, 2008 • China Mining Resources Holdings LTD • Blank checks • Delaware

THIS SECOND AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of September 4, 2008, is entered into by and among China Mining Resources Holdings Limited, a Delaware corporation (the "Company"), and the purchasers named on Schedule A hereto (each a "Purchaser" and collectively, the "Purchasers").

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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 • September 23rd, 2008 • Blank checks • New York
10b5-1 Purchase Plan
China Mining Resources Holdings LTD • September 23rd, 2008 • Blank checks

WHEREAS, the Purchaser desires to establish a plan that qualifies for the affirmative defense and safe harbor provided by Rule 10b5-1 ("Rule 10b5-1") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to purchase warrants (the "Warrants") which entitle the holder thereof to purchase shares of common stock, par value $0.0001 per share (the "Common Stock") of China Mining Resources Holding Limited (the "Issuer").

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