ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made as of September 7, 2006, by and among Gas Investment China Co., Ltd., a company organized under the laws of the British Virgin Islands (the "Company"), Vision Opportunity Master Fund,...Escrow Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of August 24, 2006 by and among the persons listed under the heading "Shareholders" on the signature page hereto (collectively, the "Sellers") and...Stock Purchase Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
OFDolce Ventures, Inc • September 13th, 2006 • Services-business services, nec • New York
LOGO] Since 1842Letter Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • Connecticut
SHARE EXCHANGE AGREEMENT GAS INVESTMENT CHINA CO., LTD. FOR THE EXCHANGE OF CAPITAL STOCKShare Exchange Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 7, 2006, by and among Dolce Ventures Inc., a Utah corporation (the "Company"), and the purchasers listed on Schedule I hereto...Registration Rights Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
LOCK-UP AGREEMENT THIS AGREEMENT (this "Agreement") is dated as of September 7, 2006 by and among Dolce Ventures, Inc., a Utah corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the...Lock-Up Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
ContractSino Gas International Holdings, Inc. • November 27th, 2007 • Natural gas transmission • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of September 7, 2007, by and among Sino Gas International Holdings, Inc., a Utah corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
RECITALSConsulting Agreement • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of October 20, 2006 among DOLCE VENTURES INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • October 27th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
This SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of October 20, 2006 by and among Dolce Ventures, Inc., a Utah corporation (the “Company”), and each of the Purchasers of shares of Series B Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENTConvertible Preferred Stock Purchase • September 13th, 2006 • Dolce Ventures, Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER among Prosperity Gas Holdings Limited, Merger Sub Gas Holdings Inc. and Sino Gas International Holdings, Inc. Dated as of April 3, 2014Agreement and Plan of Merger • April 3rd, 2014 • Sino Gas International Holdings, Inc. • Natural gas transmission • Utah
AGREEMENT AND PLAN OF MERGER, dated as of April 3, 2014 (this “Agreement”), among Prosperity Gas Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Merger Sub Gas Holdings Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Sino Gas International Holdings, Inc., a Utah corporation (the “Company”, each of which is sometimes referred to herein as a “Party” and all of which are sometimes collectively referred to herein as the “Parties”).
ESCROW AGREEMENTEscrow Agreement • September 14th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission • Virginia
This Escrow Agreement, dated as of August 14, 2007 (this “Agreement”), is entered into by and among Sino Gas International Holdings, Inc., a corporation organized under the laws of the State of Utah (the “Company”), Roth Capital Partners, LLC, a California limited liability company (the “Placement Agent”) and Tri-State Title & Escrow, LLC, with its principal offices located at 360 Main Street, P.O. Box 391, Washington, VA 22747 (the “Escrow Agent”). The Placement Agent and the Company are sometimes referred to herein as the Escrowing Parties.
PIPE GAS FRANCHISE AGREEMENT FOR YU COUNTRY Yu Country Public Utilities Management Division Yu Country Jin Li Gas Co., Ltd. December 26, 2006Sino Gas International Holdings, Inc. • December 11th, 2007 • Natural gas transmission
For the purposes of this Agreement, the following terms and phrases shall have the meaning and interpretation given herein.
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • June 3rd, 2014 • Sino Gas International Holdings, Inc. • Natural gas transmission
This AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 2, 2014, amends that certain Agreement and Plan of Merger, dated as of April 3, 2014, as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of April 16, 2014 (as amended, the “Agreement”), among Prosperity Gas Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Merger Sub Gas Holdings Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Sino Gas International Holdings, Inc., a Utah corporation (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
PLEDGE AGREEMENTPledge Agreement • December 28th, 2012 • Sino Gas International Holdings, Inc. • Natural gas transmission
THIS PLEDGE AGREEMENT (this “Agreement”) dated as of this 21st day of December, 2012 (the “Effective Date”) is made among Sino Gas International Holdings, Inc., a Utah corporation (the “Pledgor”) and Goldfield International Investment Ltd., the holder of the Note (as defined herein) and listed as the Secured Party on the signature pages hereof (the “Secured Party”).
ContractLoan Agreement • December 28th, 2012 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
LOAN AGREEMENT (this “Agreement”) dated as of December 21, 2012, between Sino Gas International Holdings, Inc., a Utah corporation (the “Obligor” or the “Company”), and Goldfield International Investment Ltd. (the “Purchaser” or the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • April 18th, 2014 • Sino Gas International Holdings, Inc. • Natural gas transmission
Amendment (this “Amendment”) dated April 16, 2014 to Agreement and Plan of Merger, dated as of April 3, 2014 (the “Agreement”), among Prosperity Gas Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Merger Sub Gas Holdings Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Sino Gas International Holdings, Inc., a Utah corporation (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • December 4th, 2009 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
THIS AGREEMENT (this “Agreement”) is dated as of November 30, 2009 by and between Sino Gas International Holdings, Inc., a Utah corporation (the “Company”), and the persons set forth on the signature pages hereto (each a “Management Shareholder” and collectively, the “Management Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
URBAN GAS DEVELOPMENT AGREEMENT Party A: Construction Bureau of Changli Country Party B: Beijing Zhong Ran Wei Ye Gas Co., Ltd. Date: July 02, 2004Development Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
WAIVER AGREEMENT AND AMENDMENTWaiver Agreement and Amendment • March 16th, 2007 • Sino Gas International Holdings, Inc. • Services-business services, nec
This Waiver Agreement, Consent and Amendment (the “Waiver”) is made as of October 3, 2006, by and among Dolce Ventures, Inc., a Utah corporation (the “Company”), Vision Opportunity Master Fund, Ltd., and each of the other parties set forth on the signature page hereto (collectively, the “Purchasers”).
THE COOPERATION AGREEMENTCooperation Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
To accelerate the development of municipal installations, improve living conditions and the environment, Urban Management Bureau of Chengan Country (hereinafter referred to as “Party B”) plans to develop the pipeline gas project in the urban area (the “Pipeline Project”). Beijing Chen Guang Gas Co., Ltd. (hereinafter referred to as “Party A”) bids for the Pipeline Project. After friendly consultations, the Parties hereby agree as follows (the “Agreement”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 14th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 7, 2007, among Sino Gas International Holdings, Inc., a Utah corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
URBAN GAS DEVELOPMENT AGREEMENT Party A: Construction Bureau of Ningjin Country Party B: Beijing Zhong Ran Wei Ye Gas Co., Ltd. Date: August 08, 2003Development Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
PIPE GAS FRANCHISE AGREEMENT FOR PEI COUNTRY Construction Bureau of Pei Country Beijing Zhong Ran Wei Ye Gas Co., Ltd. July 22, 2005Pipe Gas Franchise Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
For the purposes of this Agreement, the following terms and phrases shall have the meaning and interpretation given herein.
Joint Filing AgreementJoint Filing Agreement • May 8th, 2012 • Sino Gas International Holdings, Inc. • Natural gas transmission
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
URBAN GAS DEVELOPMENT AGREEMENT Party A: Construction Bureau of Longyao Country Party B: Beijing Zhong Ran Wei Ye Gas Co., Ltd. Date: January 12, 2004Urban Gas Development Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
URBAN GAS DEVELOPMENT AGREEMENT Party A: Construction Bureau of Linzhang County Party B: Beijing Zhong Ran Wei Ye Gas Co., Ltd. Date: August 25, 2003Urban Gas Development Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
ContractSecurities Purchase Agreement • January 19th, 2010 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of November 30, 2009, between Sino Gas International Holdings, Inc., a Utah corporation (the “Company”), and each person or entity listed as a Purchaser on Schedule I attached to this Agreement (collectively and individually, the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note.
MUNICIPAL PUBLIC UTILITIES FRANCHISE AGREEMENT Party A: Construction Bureau of Yutian County Party B: Beijing Zhong Ran Wei Ye Gas Co., Ltd. Date: November 27, 2003Municipal Public Utilities Franchise Agreement • December 11th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission
LIMITED GUARANTEELimited Guarantee • April 3rd, 2014 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
LIMITED GUARANTEE, dated as of April 3, 2014 (this “Limited Guarantee”), by Mr. Yuchuan Liu (the “Chairman”), Morgan Stanley Private Equity Asia IV Holdings Limited (“MSPEA”) and Zhongyu Gas Holdings Limited (the “Investor”, and, together with the Chairman and MSPEA, the “Guarantors” and each, a “Guarantor”) in favor of Sino Gas International Holdings, Inc., a Utah corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
WARRANT REPURCHASE AGREEMENT, AMENDMENT AND WAIVERRegistration Rights Agreement • September 14th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
This Warrant Purchase Agreement, Amendment and Waiver (the “WPA”) is made as of September 7, 2007, by and among Sino Gas International Holdings, Inc., a Utah corporation (the “Company”), Vision Opportunity Master Fund, Ltd. (“Vision”), and each of the other parties set forth on the signature page hereto (collectively, the “Investors”)(the Investors and the Company, collectively, the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • November 27th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York
THIS AGREEMENT (this "Agreement") is dated as of September 7, 2006 by and among Dolce Ventures, Inc., a Utah corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").
Loan AgreementLoan Agreement • May 12th, 2014 • Sino Gas International Holdings, Inc. • Natural gas transmission
With the principles of fairness, good faith, honesty and voluntariness, Party A and Party B have agreed and executed this contract to perform accordingly.
