0001213900-10-000405 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 4th, 2010 • Covenant Group of China Inc • Metal mining • New York

This Registration Rights Agreement ("Agreement"), dated January 31, 2010, is made by and between COVENANT GROUP OF CHINA, INC., a Nevada corporation ("Company"), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Investor").

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FORM OF WARRANT
Warrant Agreement • February 4th, 2010 • Covenant Group of China Inc • Metal mining • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Southridge Partners II, LP (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 hereof (the “Original Issue Date”) and on or prior to the fifth anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from COVENANT GROUP OF CHINA, INC., a Nevada corporation (the “Company”), up to Three Hundred Thousand (300,000) shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

EQUITY CREDIT AGREEMENT BY AND BETWEEN COVENANT GROUP OF CHINA, INC. AND SOUTHRIDGE PARTNERS II, LP Dated January 31, 2010
Equity Credit Agreement • February 4th, 2010 • Covenant Group of China Inc • Metal mining • New York

THIS EQUITY CREDIT AGREEMENT entered into as of the 31st day of January, 2010 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and COVENANT GROUP OF CHINA, INC., a corporation organized and existing under the laws of the State of Nevada (the "COMPANY").

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