China Natural Gas, Inc. Sample Contracts

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ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Purchase Agreement • December 23rd, 2005 • China Natural Gas, Inc. • Refrigeration & service industry machinery • New York
CONSULTING SERVICES AGREEMENT (English Translation)
Consulting Services Agreement • August 20th, 2007 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This Consulting Services Agreement (this “Agreement”) is dated August 17, 1007 and effective as of March 8, 2006, and is entered into in Xian, China between Shaanxi Xilan Natural Gas Equipment Co.,Ltd., a company incorporated under the laws of the PRC (“Party A”), located at 3 floor, No.6 Xianmen Road, Xi'an Lantian County, Xi’an Shaanxi Province, China, and Xi'an Xilan Natural Gas Co.,Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at Suite 418, Tangxing Shuma Building, Xi'an High-Tech Zone, Xi’an, Shanxi Province, China. Party A and Party B are referred to collectively in this Agreement as the “Parties.”

CHINA NATURAL GAS, INC. SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)
Securities Purchase Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

China Natural Gas, Inc. (the “Company”), a Delaware corporation, and the other Group Companies (as defined in Section 4 hereof) hereby agree with the Purchaser (as defined below) as follows:

EQUITY REGISTRATION RIGHTS AGREEMENT dated as of January 29, 2008 by and between CHINA NATURAL GAS, INC. and ABAX LOTUS LTD
Equity Registration Rights Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

This Equity Registration Rights Agreement (the “Agreement”) is made and entered into as of January 29, 2008, by and between (i) China Natural Gas, Inc. (the “Company”), and (ii) Abax Lotus Ltd (“Abax” or the “Purchaser”).

Employment Agreement
Employment Agreement • April 1st, 2013 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This EMPLOYMENT AGREEMENT (“Agreement”) is dated on September 30, 2011 between Shuwen Kang (the “Executive”), a citizen of China, ID number 612101194905010015 and China Natural Gas, Inc. (the “Company”), a Delaware Corporation, with primary business address of No. 35 Tangyan Road, High-Tech Zone, Xi’an 710065, Shaanxi Province, China.

China Natural Gas, Inc. Seven-Year Warrants to Purchase Shares of Common Stock Warrant Agreement Dated as of January 29, 2008 Deutsche Bank AG, Hong Kong Branch as Warrant Agent and Deutsche Bank Luxembourg S.A. as Warrant Registrar
Warrant Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

WARRANT AGREEMENT, dated as of January 29, 2008 (the “Agreement”), by and among China Natural Gas, Inc., a Delaware corporation (the “Company”), Mr. JI Qinan (PRC ID No. 612125195706230432)(the “Controlling Shareholder”), Deutsche Bank AG, Hong Kong Branch, as warrant agent (the “Warrant Agent”) and Deutsche Bank Luxembourg S.A. as the initial Warrant Registrar.

Independent Director Agreement
Independent Director Agreement • July 20th, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This INDEPENDENT DIRECTOR AGREEMENT is made and entered into as of January 1, 2008, by and between China Natural Gas (“company”) and Zhiqiang Wang.

Compressed Natural Gas Supply Contract
Compressed Natural Gas Supply Contract • March 14th, 2011 • China Natural Gas, Inc. • Natural gas transmisison & distribution

Both parties agreed to compliant with equality, mutual benefit, the principle of honesty and trustworthiness. Both parties agreed the following compressed natural gas supply terms and conditions and sign to confirm the execution of the contract.

Natural Gas Purchase Agreement
Purchase Agreement • July 20th, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution

According to the CONTRACT LAW OF THE PEOPLE’S REPUBLIC OF CHINA, the MUNICIPAL GAS MANAGEMENT REGULATION, as well as the MUNICIPAL GAS SECURITY MANAGEMENT REGULATION, for the purpose of confirming the obligations and rights for the supplier and the user in the process of natural gas supply and usage, after mutual negotiation, Party A and Party B reach this agreement which should be strictly followed.

5,725,000 Shares CHINA NATURAL GAS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 3rd, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

China Natural Gas, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (“Roth”) and Simmons & Company International (“Simmons”) (Roth and Simmons may be individually referred to herein as an “Underwriter” and shall be collectively referred to herein as the “Underwriters”) an aggregate of 5,725,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 858,750 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”

ACCOUNT PLEDGE AND SECURITY AGREEMENT Dated as of January 29, 2008 between CHINA NATURAL GAS, INC. as the Grantor and DB Trustees (Hong Kong) Limited as Collateral Agent
Account Pledge and Security Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

ACCOUNT PLEDGE AND SECURITY AGREEMENT, dated as of January 29. 2008 by CHINA NATURAL GAS, INC. (the “Grantor”), in favor of DB Trustees (Hong Kong) Limited (“DB”), as agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Indenture referred to below).

NO : 1 8 Natural Gas Purchase Agreement
China Natural Gas, Inc. • July 20th, 2009 • Natural gas transmisison & distribution • Shaanxi

According to the CONTRACT LAW OF THE PEOPLE’S REPUBLIC OF CHINA, the MUNICIPAL GAS MANAGEMENT REGULATION, as well as the MUNICIPAL GAS SECURITY MANAGEMENT REGULATION, to confirm the rights and obligations of both parties, after negotiation, Party A and Party B reached the following agreement (‘the Agreement’).

OPTION AGREEMENT (English Translation)
Option Agreement • August 20th, 2007 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This Option Agreement (this “Agreement”) is entered into as of August 17, 2007 and effective as of March 8, 2006 between and among Shaanxi Xilan Natural Gas Equipment Co.,Ltd., a company incorporated under the laws of the PRC, (“Party A”), and Xi'an Xilan Natural Gas Co.,Ltd., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at 19th floor, Van Metropolis B, Tangyan RD,Hi-techZone, Xi’an, Shanxi Province, China 710065, Mr. Qinan Ji, chairman and shareholder of Party B (“Chairman”), and each of the shareholders of Party B listed on Appendix 1 of this Agreement (the “Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2007 • China Natural Gas, Inc. • Natural gas transmisison & distribution • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2007, by and among CHINA NATURAL GAS, INC., a Delaware corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).

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INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • July 20th, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This INDEPENDENT DIRECTOR AGREEMENT ("AGREEMENT") is made and entered into as of this first day of July, 2008 ("EFFECTIVE DATE"), by and between China Natural Gas, Inc., a Delaware corporation and a US public company("COMPANY"),.Mr. Carl Yeung, a resident of , with a permanent residence at _ 8th Floor, Tower E 6 Gongyuan West Street, Jian Guo Men NeiBeijing, 100005 China

EMPLOYMENT AGREEMENT
Employment Agreement • July 20th, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution

In accordance to the provisions of the Law of the People's Republic of China on Employment Contracts and other relevant laws and regulations, the Parties enter into this agreement on the basis of equality, voluntariness and consensus.

Shanghai Pudong Development Bank Mortgage Contract of Movables (Single) Shanghai Pudong Development Co., Ltd. Xi’an Branch
China Natural Gas, Inc. • August 13th, 2010 • Natural gas transmisison & distribution

To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • November 26th, 2010 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This INDEPENDENT DIRECTOR AGREEMENT ("AGREEMENT") is made and entered into as of 24 of November, 2010 ("EFFECTIVE DATE"), by and between China Natural Gas, Inc., a Delaware corporation and a US public company ("COMPANY"), and Mr. Frank Waung, a resident of the United States, with a permanent residence at 72 Great Hills Road, Short Hills, NJ 07078.

EMPLOYMENT AGREEMENT
Employment Agreement • July 20th, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution

EMPLOYMENT AGREEMENT, dated on October 1 , 2008 between Richard Peidong Wu, a citizen of China, having an identification number of 110108196411156413 , residing at 301 Liu Yuan Road Capital Paradise Shunyi District, Bejing, China (”Executive”)and China Natural Gas, Inc., a Delaware corporation having its principal office at No.35 Tangyan Road, Hi-tech Zone, Xi’an 710065, Shaanxi Province, P.R. China.(“Company”).

SPD BANK Contract of Guarantee (Single) Shanghai Pudong Development Bank Stock Co., Ltd. Xi’an Branch
China Natural Gas, Inc. • August 13th, 2010 • Natural gas transmisison & distribution

To ensure the creditor’s following various duties fully and timely under the main contract and ensure the realization of creditor’s credit and the guarantor, the guarantor bears all the guarantee responsibilities for liabilities under the main contract voluntarily.

Employment Agreement
Employment Agreement • July 20th, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This EMPLOYMENT AGREEMENT (“Agreement”) is dated on May 1, 2009 between Veronica J. Chen (the “Executive”), a citizen of China, ID number 120106196601157029, and China Natural Gas, Inc. (the “Company”), a Delaware Corporation, with primary business address of No. 35 Tangyan Road, High-Tech Zone, Xi’an 710065, Shaanxi Province, PRC.

ONSHORE SHARE PLEDGE AGREEMENT
Onshore Share Pledge Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This SHARE PLEDGE AGREEMENT, dated as of January 29, 2008 (this “Agreement”), is executed between China Natural Gas, Inc., a corporation incorporated and established under the laws of the state of Delaware (the “Pledgor”) and DB Trustees (Hong Kong) Limited (with its successors in such capacity, the “Pledgee”).

CHINA NATURAL GAS, INC. AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

This Amendment to the Securities Purchase Agreement (this “Amendment”) is made and entered into as of January 29, 2008, by and among China Natural Gas, Inc. (the “Company”), a Delaware corporation, the other Group Companies (as defined in the Purchase Agreement (defined below)) and Abax Lotus Ltd., (the “Purchaser”).

Employment Agreement
Employment Agreement • May 8th, 2012 • China Natural Gas, Inc. • Natural gas transmisison & distribution

This EMPLOYMENT AGREEMENT (“Agreement”) is dated on May 2, 2012 between Zhaoyang Qiao (the “Executive”), a citizen of People’s Republic of China, ID number 610123197407100819, and China Natural Gas, Inc. (the “Company”), a Delaware Corporation, with primary business address of No. 35 Tangyan Road, High-Tech Zone, Xi’an 710065, Shaanxi Province, China. The Executive will be employed as the Chief Financial Officer (“CFO”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2008, by and among (i) China Natural Gas, Inc., a Delaware corporation (the “Company”), (ii) Xi’an Xilan Natural Gas Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), (iii) Shaanxi Jingbian Liquified Natural Gas Co., Ltd., a limited liability company formed under the laws of the PRC, (iv) Shaanxi Xilan Natural Gas Equipment Co. Ltd., a limited liability company formed under the laws of the PRC, (v) Shaanxi Xilan Automobile Conversion Co. Ltd., a limited liability company formed under the laws of the PRC, and (vi) Henan Branch of Xi’an Xilan Natural Gas Co., Ltd (collectively (i) through (vi) the “Group Companies”); (viii) Mr. Ji Qinan, (the “Controlling Shareholder”) and (vii) Abax Lotus Ltd. (“Abax” or the “Investor”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in th

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