CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 12th, 2010 • Jintai Mining Group, Inc.
This Consulting Services 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. (“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.”
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.
SUBSCRIPTION AGREEMENTSubscription 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”).
VOTING RIGHTS PROXY AGREEMENTVoting 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.
OPERATING AGREEMENTOperating 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.”
FORM OF WARRANTWarrant 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
OPTION AGREEMENTOption 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.”
EQUITY PLEDGE AGREEMENTEquity 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.
