0001214659-11-000144 Sample Contracts

COMMON STOCK PURCHASE WARRANT

U.S. China Mining Group, Inc. • January 12th, 2011 • Bituminous coal & lignite mining

• Company
  U.S. China Mining Group, Inc.
• Filed
  January 12th, 2011
• Industry
  Bituminous coal & lignite mining

This Warrant is being issued pursuant to a Securities Purchase Agreement, dated January 7, 2011 (the “SPA”), by and among the Company, the Initial Holder and the other parties thereto.

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • January 12th, 2011 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  January 12th, 2011
• Company
  U.S. China Mining Group, Inc.
• Industry
  Bituminous coal & lignite mining
• Jurisdiction
  New York

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • January 12th, 2011 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining • New York

• Contract Type
  Registration Rights Agreement
• Filed
  January 12th, 2011
• Company
  U.S. China Mining Group, Inc.
• Industry
  Bituminous coal & lignite mining
• Jurisdiction
  New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2011, by and among U.S. China Mining Group, Inc., a Nevada corporation (the “Company”), the investors identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”) and, with respect to certain sections hereof, Euro Pacific Capital, Inc. (the “Investor Representative”).