FORM OF SECURITIES PURCHASE AGREEMENT] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 19th, 2011 • China Shen Zhou Mining & Resources, Inc. • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 19, 2011, is by and among China Shen Zhou Mining & Resources, Inc., a Nevada corporation with headquarters located at No. 166 Fushi Road, Zeyang Tower, Shijingshan District, Beijing, China 100043, 86-010-8890-6927 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF WARRANT] China Shen Zhou Mining & Resources, Inc. Warrant To Purchase Common StockChina Shen Zhou Mining & Resources, Inc. • January 19th, 2011 • Metal mining • New York
China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HUDSON BAY MASTER FUND LTD.] [OTHER BUYERS], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________]1 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall hav
