BETWEENSecurities Purchase Agreement • June 15th, 2006 • Franklyn Resources Iii Inc • Non-operating establishments • New York
EXHIBIT 2.1 STOCK EXCHANGE AGREEMENT This Agreement dated as of the 2nd day of June, 2006, by and among Franklyn Resources III, Inc., a Nevada corporation whose address is P. O. Box 461029, Glendale, Colorado 80246 (the "Issuer"), Sinoenergy Holding...Stock Exchange Agreement • June 15th, 2006 • Franklyn Resources Iii Inc • Non-operating establishments • New York
Exhibit 99.4 This Agreement (the "Agreement") is made as of the 2nd day of June, 2006 by and between Franklyn Resources III, Inc., a Nevada corporation whose address is P. O. Box 461029, Glendale, Colorado 80246 (the "Issuer"), and the stockholders...Agreement • June 15th, 2006 • Franklyn Resources Iii Inc • Non-operating establishments • New York
SINOENERGY CORPORATION 12% SENIOR NOTES DUE 2012 INDENTURE Dated September 28, 2007 DB TRUSTEES (HONG KONG) LIMITED as Trustee DEUTSCHE BANK AG, HONG KONG BRANCH as Paying Agent DB TRUSTEES (HONG KONG) LIMITED as Collateral AgentSinoenergy CORP • October 11th, 2007 • Industrial trucks, tractors, trailors & stackers • New York
3. Check if Transferee will take delivery of a beneficial interest in the Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Global Notes and Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that:
Exhibit 99.3 Registration Rights Provisions These Registration Rights Provisions constitute an integral part of the Stock Exchange Agreement (the "Agreement") dated June 2, 2006, by and among the Stockholders named therein, and Franklyn Resources III,...Franklyn Resources Iii Inc • June 15th, 2006 • Non-operating establishments
ARTICLE IRegistration Rights Agreement • June 15th, 2006 • Franklyn Resources Iii Inc • Non-operating establishments • New York
EQUITY REGISTRATION RIGHTS AGREEMENT dated as of September 28, 2007 by and among SINOENERGY CORPORATION and Abax LOTUS LTD. and ccif petrol limitedEquity Registration Rights Agreement • October 11th, 2007 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers • New York
This Equity Registration Rights Agreement (the “Agreement”) is made and entered into as of September 28, 2007, by and among (i) Sinoenergy Corporation, a Nevada corporation (the “Company”), and (ii) Abax Lotus Ltd. (“Abax”) and CCIF Petrol Limited (“CCIF” and, together with Abax, the “Purchasers”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG SKYWIDE CAPITAL MANAGEMENT LIMITED, SNEN ACQUISITION CORP. AND SINOENERGY CORPORATION DATED AS OF MARCH 29, 2010Agreement and Plan of Merger • April 6th, 2010 • Sinoenergy CORP • Industrial organic chemicals • Nevada
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 29, 2010, is by and among Skywide Capital Management Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Buyer”), SNEN Acquisition Corp., a corporation organized under the laws of the state of Nevada and a wholly-owned subsidiary of the Buyer (the “Buyer Subsidiary”) and Sinoenergy Corporation, a corporation organized under the laws of the state of Nevada (the “Company”).
Capital and Share Increase AgreementSinoenergy CORP • June 6th, 2008 • Industrial trucks, tractors, trailors & stackers
Land Lease AgreementLand Lease Agreement • April 2nd, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
Through friendly consultation, Party A and Party B come to the following agreement that Party A leases the land located at No.66 Jinhua Road, Sifang District, Qingdao City to Party B:
AGREEMENTAgreement • July 31st, 2006 • Franklyn Resources Iii Inc • Non-operating establishments
AGREEMENT dated this 6th day of July, 2006, by and among by and among Franklyn Resources III, Inc., a Nevada corporation (the “Company”), Barron Partners LP, a Delaware limited partnership (“Barron”), and the other investors named in Schedule A to a certain Securities Purchase Agreement (the “Original Agreement”) dated June 2, 2006, Barron and such other investors being collectively referred to as the “Initial Investors” and each, individually, an “Initial Investor” and IRA FBO John P. O’Shea, Pershing LLC as Custodian (“O’Shea”)
ContractAgreement and Plan of Merger • August 17th, 2010 • Sinoenergy CORP • Industrial organic chemicals
THIS AMENDMENT dates as of July 31, 2010 (this “Amendment”) amends the AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dates as of March 29, 2010 as previously amended (the “Agreement”) by and between Skywide Capital Management Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Buyer”) and Sinoenergy Corporation, a corporation organized under the laws of the state of Nevada (the “Company”). Unless otherwise specified, all capitalized terms used in this Amendment shall have the meanings attributed thereto by the Agreement.
DATED June 15, 2008 SINOENERGY HOLDING LIMITED, as Vendor, GREKA SNU LTD., as Purchaser, and SINOENERGY CORPORATION, as GuarantorShare Purchase Agreement • July 7th, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers • Hong Kong
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
ContractAgreement and Plan of Merger • March 12th, 2010 • Sinoenergy CORP • Industrial organic chemicals
THIS AMENDMENT dated as of March 10, 2010 (this “Amendment”) amends the AGREEMENT AND PLAN OF MERGER dated as of October 12, 2009, as previously amended (the “Agreement”) by and between Skywide Capital Management Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Buyer”) and Sinoenergy Corporation, a corporation organized under the laws of the state of Nevada (the “Company”). Unless otherwise specified, all capitalized terms used in this Amendment shall have the meanings attributed thereto by the Agreement.
Equity Interest Transfer AgreementEquity Interest Transfer Agreement • September 14th, 2007 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
Therefore, Party A and Party B shall enter into the agreement of equity transfer by friendly negotiation and principle of equity and mutual benefits complying with applicable laws and regulations of PRC.
ContractSinoenergy CORP • February 10th, 2010 • Industrial organic chemicals
THIS AMENDMENT dated January 26, 2010 (this “Amendment”) amends the AGREEMENT ANDPLAN OF MERGER dated October 12, 2009 (the “Agreement”) by and between Skywide Capital Management Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Buyer”) and Sinoenergy Corporation, a corporation organized under the laws of the state of Nevada (the “Company”).
SHAREHOLDER ENTRUST AGREEMENTShareholder Entrust Agreement • August 22nd, 2006 • Franklyn Resources Iii Inc • Industrial trucks, tractors, trailors & stackers
In accordance with the Law of the People's Republic of China and the corporation laws of the People’s Republic of China and correlative regulations and rules and other relevant Chinese laws and regulations, and with the principle of equality and voluntary and through friendly consultations by Party A and Party B for affairs about Party A entrust Party B with hold shares conclude Clauses as below, abide by two parties together.
Natural Gas Sale and Purchase Intention AgreementSinoenergy CORP • May 23rd, 2007 • Industrial trucks, tractors, trailors & stackers
With respect that China Petroleum and Chemical Corporation (SINOPEC) will start to construct natural gas pipeline of the “Deliver the Natural Gas in Sichuan to East Part” project, whose trunk line is from the initial station of Puguang Gas Field in Xuanhan County, Sichuan Province to the final station in Shanghai through Chongqing City (Liangping and Zhongxian, etc.), Hubei Province (Enshi, Yichang, Wuhan, Huangshi and Huangmei, etc.), Anhui Province (Anqing, Chizhou and Xuancheng, etc.), Zhejiang Province (Huzhou and Jiaxing, etc.) and Jiangsu Province. The length of the trunk line is about 1,702km, the diameter is 1,016mm, the designed capacity is 12 billion m3/year, and the designed pressure is 10MPa. It is planned to be completed in December 2008;
Equity Transfer Agreement of Qingdao Sinogas Yuhan Chemical Equipment Co., Ltd.Equity Transfer Agreement • August 22nd, 2006 • Franklyn Resources Iii Inc • Industrial trucks, tractors, trailors & stackers
Party C should pay the share transferring fee of $375,000 US dollars to Party B by the end of July, 2006. After Party C pays the share transferring fee, the four parties (Party A, Party B, Party C and Party D) will go through the relative examination, approval and registration procedure regarding share transferring and Yuhan will change from a domestic-funded company into a Sino-Foreign Joint Equity Venture.
Construction with Investment and Management of CNG-LNG Project Contract February 1, 2007Sinoenergy CORP • April 10th, 2007 • Industrial trucks, tractors, trailors & stackers
In order to promote local economic development and in accordance with relevant regulations of Contract Law of the People’s Republic of China and Company Law of the People’s Republic of China, both parties come to an agreement and sign this contract on Party B makes investment in Huangmei County upon the principle of mutual benefit and friendly consultation.
Equity Transfer AgreementEquity Transfer Agreement • February 6th, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
Qingdao Lingang Industrial Park, Yinzhu Town, Qingdao. Registered capital is $6 million, sino-foreign joint venture corporation. Party A, Party B, Party C, and Party D invested $1,457,311 in Target Company up to the signature date of the Agreement.
SINOENERGY CORPORATIONSinoenergy CORP • October 11th, 2007 • Industrial trucks, tractors, trailors & stackers
This letter will confirm our agreement that pursuant to and effective as of your purchase of certain (x) 12% Guaranteed Senior Notes due 2012 (the “Senior Notes”) and (y) 3.0% Guaranteed Senior Convertible Notes due 2012 (the “Convertible Notes”, and together with the Senior Notes, the “Securities”) issued by Sinoenergy Corporation (the “Company”) pursuant to the applicable securities purchase agreements (the “Securities Purchase Agreement”) dated August 31, 2007 among the Company, the Investors and the other parties thereto, the Investors (and its successors and assigns) shall be entitled to the following contractual rights to certain financial information, inspection rights, and other rights specifically provided herein:
Confidential March 6 , 2008 Abax Lotus Ltd. c/o Abax Global Capital (Hong Kong) Limited Suite 6708, 67/F Two International Finance CentreConfidential • December 24th, 2008 • Sinoenergy CORP • Industrial organic chemicals
SINO-FOREIGN EQUITY JOINT VENTUREFranklyn Resources Iii Inc • August 22nd, 2006 • Industrial trucks, tractors, trailors & stackers
and other relevant Chinese laws and regulations, Sinoenergy Holding Limited, with its legal address at Akara Bldg.,24De Castro Street, Wickhams Cay , road Town, tortolar. (hereinafter referred to as Party A) and Beijing Sanhuan Technology Development Co., Ltd. (hereinafter referred to as Party B), and Wuhan Fukang Automotive Cleaning Energy Company (hereinafter referred to as Party C), and Wuhan Yixiang Industry Trade Company (hereinafter referred to as Party D), in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in Wuhan Province of the People's Republic of China.
Construction with Investment and Management of CNG-LNG Project Contract January 26, 2007Sinoenergy CORP • April 10th, 2007 • Industrial trucks, tractors, trailors & stackers
In order to promote local economic development and in accordance with relevant regulations of Contract Law of the People’s Republic of China and Company Law of the People’s Republic of China, both parties come to an agreement and sign this contract on Party B invest and construct CNG-LNG project in Xuancheng City upon the principle of mutual benefit and friendly consultation.
Equity Transfer AgreementEquity Transfer Agreement • June 6th, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
Whereas Jiaxing Lixun Automotive Electronic Co., LTD (hereinafter referred to as “Jiaxing Lixun ”) is a sino-foreign joint company collectively incorporated by Qingdao Sinogas General Machinery Co. Ltd. (hereinafter referred to as “Qingdao Sinogas”), Sinoenergy Holding Limited Co. and Mr. Foqing Zhu with registered capital of ¥700,000, approved and authorized by Jiaxing Administration of Industry and Commerce;
SUPPLEMENTAL INDENTURE No. 1Supplemental Indenture • July 21st, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
Supplemental Indenture No. 1, dated June 23, 2008, to the Indenture (the “Indenture”) by and among by and among Sinoenergy Corporation, a Nevada corporation, Sinoenergy Holding Limited, a British Virgin Islands corporation as a Guarantor thereunder, DB Trustees (Hong Kong) Limited, as Trustee and Collateral Agent thereunder and Deutsche Bank AG, Hong Kong Branch as Paying Agent and Conversion Agent thereunder.
DATED 28 September 2007 CHARGE over registered shares in Sinoenergy Holding Limited between SINOENERGY CORPORATION as Chargor and DB TRUSTEES (HONG KONG) LIMITED as Security AgentCharge • October 11th, 2007 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK OR COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH...Franklyn Resources Iii Inc • June 15th, 2006 • Non-operating establishments • New York
Sinoenergy Holding Limited Co. Jiaxing Li Ou Electromechanical Equipment Co.Ltd. Shanghai Linghui Enterprising Capital Co. Ltd. Zhejiang Zhongke Zhaoying Enterprising Capital Co. Ltd. Zhejiang Meibang Kunyuan Enterprsing Capital Co. Ltd. Beijing...Capital Injection Agreement • June 6th, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
This Capital Injection Agreement (hereinafter referred to as “Agreement”) is signed by each of Parties at April 24th, 2008 in Shanghai, PRC.
Supplementary Agreement of Equity TransferSupplementary Agreement • February 6th, 2008 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
Party A and Party B have signed the Equity Transfer Agreement on Qingdao Shan Yang Tai Chemical Resources Development Co. Ltd.(hereinafter referred to as “Target Company”) at December, 17th, 2007 which was incorporated by Party A and other 3 shareholders at Lingang Industry Park in Yinzhu Town of Jiaonan, Qingdao. Party A and Party B shall enter into the Supplementary Agreement of Equity Transfer by friendly negotiation and principle of equity and mutual benefits complying with applicable laws and regulations of PRC.
Natural Gas Sale and Purchase AgreementSinoenergy CORP • June 20th, 2007 • Industrial trucks, tractors, trailors & stackers
With respect that China Petroleum and Chemical Corporation (SINOPEC) will start to construct natural gas pipeline of the “Deliver the Natural Gas in Sichuan to East Part” project, whose trunk line is from the initial station of Puguang Gas Field in Xuanhan County, Sichuan Province to the final station in Shanghai through Chongqing City (Liangping and Zhongxian, etc.), Hubei Province (Enshi, Yichang, Wuhan, Huangshi and Huangmei, etc.), Anhui Province (Anqing, Chizhou and Xuancheng, etc.), Zhejiang Province (Huzhou and Jiaxing, etc.) and Jiangsu Province. The length of the trunk line is about 1,702km, the diameter is 1,016mm, the designed capacity is 12 billion m3/year, and the designed pressure is 10MPa. It is planned to be completed in December 2008;
ContractAgreement and Plan of Merger • June 4th, 2010 • Sinoenergy CORP • Industrial organic chemicals
THIS AMENDMENT dated as of May 31, 2010 (this “Amendment”) amends the AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of March 29, 2010 (the “Agreement”) by and between Skywide Capital Management Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Buyer”) and Sinoenergy Corporation, a corporation organized under the laws of the state of Nevada (the “Company”). Unless otherwise specified, all capitalized terms used in this Amendment shall have the meanings attributed thereto by the Agreement.
AGREEMENTAgreement • March 21st, 2007 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers • New York
AGREEMENT dated this th day of February, 2007, by and among by and among Sinoenergy Corporation, a Nevada corporation (the “Company”), the investors (the “Investors”) named in Schedule A to a certain Securities Purchase Agreement dated June 2, 2006 as amended by an amendment dated July 6, 2006, which agreement, as so amended, is referred to as the “Purchase Agreement,” and Skywide Capital Management Limited, a British Virgin Islands corporation (“Skywide” and, together with the Company and the Investors, the “Parties” and each, a “Party”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 11th, 2007 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2007, by and among (i) (a) Sinoenergy Corporation, a Nevada corporation (the “Company”), Sinoenergy Holdings, Ltd., a British Virgin Islands limited liability company (“Holdings”), Qingdao Sinogas General Machinery Company Limited, a wholly foreign-owned limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) (the “WFOE”, and, together with the Company, Holdings and the other companies set forth on Schedule A hereto, the “Group Companies”); (b) Mr. DENG Tianzhou, a resident of Qingdao in the PRC, and (c) Mr. HUANG Bo, a resident of Qingdao Province in the PRC (collectively, Messrs. DENG and HUANG are referred to herein as the “Controlling Shareholders” and individually as the “Controlling Shareholder”); and (ii) Abax Lotus Ltd. (“Abax”) and CCIF Petrol Limited (“CCIF”and, together with Abax, the “Investors”). Capitalized terms used herein
