0001047469-08-001633 Sample Contracts

10,000,000 Units China Mining Resources Holdings Limited UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2008 • China Mining Resources Holdings LTD • Blank checks • New York
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CHINA MINING RESOURCES HOLDINGS LIMITED [Form Of Warrant Purchase Agreement]
Warrant Purchase Agreement • February 22nd, 2008 • China Mining Resources Holdings LTD • Blank checks • Delaware

THIS WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of , 2008, is entered into by and among China Mining Resources Holdings Limited, a Delaware corporation (the "Company"), and the purchasers named on Schedule A hereto (each a "Purchaser" and collectively, the "Purchasers").

CHINA MINING RESOURCES HOLDINGS LIMITED Suite 3015, 30F One International Finance Center
China Mining Resources Holdings LTD • February 22nd, 2008 • Blank checks

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of China Mining Resources Holdings Limited (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SSC Mandarin Financial Services Limited shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Suite 3015, 30F, One International Finance Center, 1 Harbor View Street, Central, Hong Kong. In exchange therefore, the Company shall pay SSC Mandarin Financial Services Limited the sum of US$10,000 per month on the Effective Date and continuing

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