U.S. China Mining Group, Inc. Sample Contracts

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 5th, 2009 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • Nevada

THIS AGREEMENT is entered into, effective as of February __, 2009 by and between Songzai International Holding Group, Inc., a Nevada corporation (the “Company”), and _____ (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT
U.S. China Mining Group, Inc. • January 12th, 2011 • 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.

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 24th, 2003 • Heritage Companies Inc • Services-employment agencies • Florida
SONGZAI INTERNATIONAL HOLDING GROUP, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • June 10th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining

THIS STOCK OPTION AGREEMENT (the AAgreement@), is made as of this 9th day of June 2008, by and between Songzai International Holding Group, Inc., a Nevada corporation (the ACompany@), and Yvonne Zhang (AOptionee@).

Songzai International Holding Group, Inc. 17890 Castleton Street, Suite 112 City of Industry, California 91748
Songzai International Holding Group Inc • March 5th, 2009 • Bituminous coal & lignite mining

Songzai International Holding Group, Inc., a Nevada corporation (the “Company”), is pleased to offer you a director position on its Board of Directors (the “Board”).

Songzai International Holding Group, Inc. Non-statutory Stock Option Agreement Granted Under 2009 Stock Incentive Plan
Songzai International Holding Group Inc • March 13th, 2009 • Bituminous coal & lignite mining
EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2011 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Mr. Xinyu Peng (“Executive”) and U.S. China Mining Group, Inc., a Nevada corporation (the “Company”), effective as of the date of Executive’s signature below (the “Effective Date”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • April 10th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • Nevada

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 20, 2007 by and between Songzai International Holding Group Inc., a Nevada corporation (the “Company”), and Yvonne Zhang (the “Employee”).

Trust Agreement
Trust Agreement • April 10th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining

Whereas, Beneficiary has entered into agreement to acquire (the “Acquisition”) 90% of the outstanding equity interests of Heilongjiang Xing An Group Hong Yuan Coal Mining Co., Ltd. (“Hong Yuan”), a PRC limited liability company having a registered address of Xi Lin Ji Town, Mo He County, Da Xing'an Mountain District, Heilongjiang Province, and Heilongjiang Xing An Group Sheng Yu Mining Co., Ltd. (“Sheng Yu”), a PRC limited liability company having a registered address of Cross Area between Zhenxing Road and Zhonghua Road, Xi Lin Ji Town, Mo He County, Da Xing'an Mountain District, Heilongjiang Province (collective the “Companies”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 15, 2008 by and between Hongwen Li (“Executive”) and Songzai International Holding Group, Inc., a Nevada Company (the “Company”). The foregoing parties are sometimes referred to hereinafter individually as a “Party” or collectively as the “Parties.”

Songzai International Holding Group, Inc. 17890 Castleton Street, Suite 112 City of Industry, California 91748
The Agreement • March 5th, 2009 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • Nevada

Songzai International Holding Group, Inc., a Nevada corporation (the “Company”), is pleased to offer you a director position on its Board of Directors (the “Board”).

Cooperative Agreement
Cooperative Agreement • March 29th, 2012 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining • California

This Cooperative Agreement (“Agreement”) is entered between US China Mining Group Inc, 17890 Castleton Street, Ste. 112, City of Industry, CA 91748 (“Party A”), and Majestic Machinery Inc., 9108 Rancho Real Road, Temple City, CA 91780 (“Party B”) as following:

ASSET PURCHASE AGREEMENT FOR THE ACQUISITION OF THE LIUJIAQU COAL MINE (INNER MONGOLIA) May 19, 2010
Asset Purchase Agreement • May 25th, 2010 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • California
AGREEMENT
Agreement • December 19th, 2002 • Heritage Companies Inc • Services-employment agencies

Heritage Companies, Inc. currently owns 80% of the outstanding membership interests in Blair Consulting Group, LLC. Heritage Companies, Inc. hereby conveys, assigns, and sells all of its ownership interest in Blair Consulting Group, LLC to E-Myth, LLC for the following consideration:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 10th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • California

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of this 9th day of June, 2008 (the “Effective Date”), by and between Songzai International Holding Group, Inc., a Nevada corporation (the “Company”), and Yvonne Zhang (“Employee”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain Employment Agreement (defined in the Recitals below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 12th, 2011 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining • New York
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 7th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • California

This STOCK PURCHASE AGREEMENT (“Agreement”), dated as of December 31, 2007, is by and among Heilongjiang Xing An Group Hong Yuan Coal Mining Co., Ltd., a People’s Republic of China limited liability company having a registered address of Xi Lin Ji Town, Mo He County, Da Xing'an Mountain District, Heilongjiang Province (“Hong Yuan”), Heilongjiang Xing An Group Sheng Yu Mining Co., Ltd., a People’s Republic of China limited liability company having a registered address of Cross Area between Zhenxing Road and Zhonghua Road, Xi Lin Ji Town, Mo He County, Da Xing'an Mountain District, Heilongjiang Province (“Sheng Yu” and with Hong Yuan, the “Xing An Group” or the “Members of the Xing An Group”), Heilongjiang Xing An Mining Development Group Co., Ltd., a People’s Republic of China limited liability company (“Xing An Mining”) having a registered address of No. 9, People Road, Jia Ge Da Qi, Jia Ge Da Qi District, Da Xing'an Mountain Region, Heilongjiang Province, GONG Mingshu, YUE Yunjia, YUE

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • April 10th, 2008 • Songzai International Holding Group Inc • Bituminous coal & lignite mining • Connecticut

This Escrow Agreement is entered into as of April 1, 2008, by and among Songzai International Holding Group Inc., a Nevada corporation (the “Buyer”); Heilongjiang Xing An Mining Development Group Co., Ltd., a People’s Republic of China limited liability company (“Xing An Mining”), GONG Mingshu, a natural person, YUE Yunjia, a natural person, YUE Yunpeng, a natural person, and YUE Guoqing, a natural person; and U.S. Bank National Association, a national banking association (the “Escrow Agent”), as escrow agent.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2011 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining • 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”).

Songzai International Holding Group, Inc. Nonstatutory Stock Option Agreement Granted Under 2009 Stock Incentive Plan
Nonstatutory Stock Option Agreement • March 13th, 2009 • Songzai International Holding Group Inc • Bituminous coal & lignite mining
FIRST AMENDMENT TO EMPLOYMENT CONTRACT
Employment Contract • January 18th, 2011 • U.S. China Mining Group, Inc. • Bituminous coal & lignite mining

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of January 14, 2011, by and between Hongwen Li (the “Employee”) and U.S. China Mining Group, Inc., a Nevada corporation (the “Company”).

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