0001213900-09-003820 Sample Contracts

TARGET COMPANY ACQUISITION AND REORGANIZATION AGREEMENT
Target Company Acquisition and Reorganization Agreement • December 31st, 2009 • Covenant Group of China Inc • Metal mining • Pennsylvania

This agreement (the "Agreement") is executed and effective as of June 24, 2009 (the "Effective Date") by and among the following parties:

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TERMINATION AGREEMENT
Termination Agreement • December 31st, 2009 • Covenant Group of China Inc • Metal mining

This TERMINATION AGREEMENT (this "Agreement") is entered into as of December 24, 2009 (the “Effective Date”), by and between GARY SIDHU ("Sidhu") and EVEREST RESOURCES CORP., a Nevada corporation ("Everest" and collectively with Sidhu, the “Parties”).

Share Cancellation and Loan Agreement SHARE CANCELLATION AND LOAN AGREEMENT
Share Cancellation and Loan Agreement • December 31st, 2009 • Covenant Group of China Inc • Metal mining • Pennsylvania

THIS SHARE CANCELLATION AND LOAN AGREEMENT (“Agreement”), dated as of December 24, 2009, by and between Covenant Group Holdings Inc. ("CGH") and Gary Sidhu ("Sidhu") (each a “Party” and together the “Parties”).

SHARE EXCHANGE AGREEMENT BY AND AMONG COVENANT GROUP HOLDINGS INC. and COVENANT GROUP OF CHINA INC f/k/a EVEREST RESOURCES CORP. and THE SHAREHOLDERS OF COVENANT GROUP HOLDINGS INC. Dated as of December 24, 2009
Share Exchange Agreement • December 31st, 2009 • Covenant Group of China Inc • Metal mining • Nevada

This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of December 24, 2009 (the “Effective Date”), by and among COVENANT GROUP HOLDINGS INC., a Delaware corporation ("Covenant Holdings") and COVENANT GROUP OF CHINA INC. f/k/a EVEREST RESOURCES CORP., a Nevada corporation ("Purchaser") and each of the shareholders of Covenant Holdings listed on Schedule 4.2 hereto (the "Covenant Holdings Shareholders").

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