Unassociated Document


    
       

      EQUITY
SALE & PURCHASE AGREEMENT

      


      Agreement
Number 2010041001

      


      [English
Translation]

      


      Party A: L & L Energy,
Inc. (“Seller”, formerly known as L & L International Holdings,
Inc.)

      


      Registered
Address: State of Nevada, USA

       

       

      
Party B: Guangxi Liuzhou Lifu
Machinery Co. Limited (“Buyer”)

      


      Address:
Administrative Building, 15 High-tech One Rd., High-Tech Development District,
Liuzhou, Guangxi

      


      Hon Shen
Coal Co. Ltd (“HSC”) located at Banqiao Village, Jiuchen Town, Luxi County,
Yunnan Province, is jointly owned by “Seller” and Mr. Fuchang Wang. It is in the
business of coal washing and coking. The company owns a 300,000-ton per year
coal washing facility and a 150,000-ton per year coking facility with a total
investment of 30,000,000 RMB (approximately US$ 4.38 million). Seller and
Mr. Wang hold 93% and 7% of ownership, respectively.

      


      Buyer
wishes to purchase HSC to become involved in the coal processing business,
whereas Seller wishes to dispose the company to complete its strategic
alignment. Due to mutual benefits, both Parties on the terms and conditions on
sale and purchase of equity in HSC, reached the following agreement in Kunming
City, Yunnan Province:

      


      SECTION
1: TRANSFER ITEMS AND PRICE

      


      
        	
                 
      

              	
                1.

              	
                Seller
      wishes to sell its 93% of ownership of HSC and Buyer wishes to purchase
      for the price of 41,000,000 RMB (approximately US$ 6 million). Of which
      Buyer agrees to pay Seller’s liabilities in the amount of 23,800,000 RMB
      (approximately US$ 3.48 million). Buyer will pay the remaining balance of
      17,200,000 RMB (approximately US$ 2.52 Million) to Seller in three
      installments.

              


      

      
        	
                 
      

              	
                2.

              	
                Seller
      guarantees its 93% ownership equity of HSC, and that there is no
      encumbrance on the 93% equity
share.

              


      

      
        	
                 
      

              	
                3.

              	
                After
      selling the 93% equity, Seller is not entitled to any equity interest in
      HSC.

              


      

      


      SECTION
2: AMOUNT AND PAYMENT OF PURCHASE PRICE

       

      The
agreed price of 17,200,000 RMB will be paid to Seller in three installments as
follows:

      


      
        	
                 
      

              	
                a.

              	
                Within
      6 months after signing this agreement, Buyer should pay Seller 20% of the
      entire amount which is 3,440,000 RMB (approximately US$
      500,000)

              


      

      
        	
                 
      

              	
                b.

              	
                Between
      6 months and 12 months after signing this agreement, Buyer should pay
      Seller 30% of the entire amount, which is 5,160,000 RMB (approximately US$
      760,000).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                c.

              	
                Between
      12 months and 24 months after signing this agreement, Buyer should pay
      Seller the remaining 50%, which is 8,600,000 RMB (approximately US$
      1,260,000)

              


      

      


      If Buyer
cannot pay Seller according to the above schedule, a 1% penalty will be assessed
for any deadline that is missed.  Additionally interest of 3.5 % will
be assessed beginning on delinquency date.

      


      SECTION
3: AGREEMENT MODIFICATION OR TERMINATION

      


      The
agreement can be modified or terminated through a mutual agreement in writing,
if any of following situations occurs:

      


      
        	
                 
      

              	
                1.

              	
                In
      the event of any natural disaster or conditions that cannot be controlled
      by both parties occur, causing both parties unable to fulfill their
      obligation;

              


      

      
        	
                 
      

              	
                2.

              	
                A
      national policy that has material impact to the
  agreement;

              


      

      
        	
                 
      

              	
                3.

              	
                If
      one party fails to perform its obligations and causes material damage to
      the other party, then the other party has the right to seek compensation
      or to terminate this agreement.

              


      

      


      SECTION
4: DISPUTES RESOLUTION

      


      
        	
                 
      

              	
                1.

              	
                In
      the event of any dispute, the Parties shall resolve through
      negotiation.

              


      

      
        	
                 
      

              	
                2.

              	
                If
      the dispute cannot be resolved through negotiation, it shall be resolved
      through mediation or arbitration by an agreed third party. The arbitration
      is final and binding on both Parties. The Parties shall make all efforts
      to avoid litigation.

              


      

      


      SECTION
5: EFFECTIVE DATE OF THIS AGREEMENT

      


      This
agreement, upon signing by both parties, becomes effective on the date on the
agreement.

       

       

       

      The
original Agreement is executed in 5 originals. The seller will have three
originals, and the Buyer will have two originals. All originals shall be legally
binding.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have executed this agreement

       

      


      Party
A:  L & L Energy, Inc.

       

       

      _________________________________

      Paul W.
Lee, on behalf of L & L Energy, Inc.

      


       

       

      
 

      Party
B:  Guangxi Liuzhou Lifu Machinery Co. Limited

       

      


      ________________________________

      


      


      April 18,
2010

      


      Yunnan,
China