TRUST AGREEMENT
Exhibit
10.1
This
Trust Agreement entered into this 1st day of November, 2007 between XXXX XXXXXXX
("Trustee"), an attorney licensed to practice law in the state of New York, and
SINO GAS INTERNATIONAL HOLDINGS, INC. ("Sino Gas"), a Utah corporation, for the
benefit of all the shareholders of Sino Gas as of August 30, 2006 (the
"Shareholders").
WHEREAS, Pegasus Tel, Inc., a Delaware
corporation ("Pegasus"), is a wholly-owned subsidiary of Sino Gas.
WHEREAS,
the Board of Directors of Sino Gas has resolved to distribute all the shares of
common stock of Pegasus (the "Shares") to the Shareholders.
WHEREAS, in order for the distribution
of such shares to occur Pegasus will be required to file a registration
statement with the United States Securities and Exchange Commission
("SEC").
WHEREAS, no such registration statement
has been filed and the parties desire that the Shares be held by the Trustee
pending the effectiveness of the registration statement and pending the ultimate
distribution of Shares to the Shareholders.
NOW, THEREFORE, the parties hereto
agree as follows:
1. Sino
Gas agrees to deliver the Shares to the Trustee, and the Trustee hereby agrees
to act as trustee for the Shareholders and to hold the Shares for the benefit of
the Shareholders.
2. Sino
Gas hereby unequivocally and irrevocably conveys, transfers and assigns to
Trustee and Trustee hereby accepts the Shares on behalf of the Shareholders and
undertakes to hold such Shares in trust and for the benefit of the Shareholders
pursuant to the terms hereof pending their final distribution to the
Shareholders.
3. During
the period the Shares are held in trust (the "Holding Period"), no transfer,
sale, conveyance, assignment or any encumbrance whatsoever of the Shares by the
Trustee shall be made without the written consent of all the
Shareholders.
4. During
the Holding Period, all voting and ownership rights respecting the Shares shall
remain with the Shareholders and the Trustee shall hold the Shares beneficially
for the benefit of the Shareholders.
5. When
the Trustee is notified in writing by an authorized officer of Pegasus and has
independently verified that all requirements for distribution of the Shares have
been fulfilled, in particular, when Pegasus has received a Notice of
Effectiveness of its registration statement, the Trustee shall deliver the
Shares to Fidelity Transfer Company in Salt Lake City, Utah, for distribution to
the Shareholders. Thereafter, all responsibilities of the Trustee and
this Trust Agreement shall cease.
6. In
performing any of his duties hereunder, the Trustee shall not incur any
liability to Sino Gas for damages, losses or expenses except for default or
negligence, and he shall accordingly not incur any such liability with respect
to: (i) any action taken or omitted in good faith, or (ii) any action taken or
omitted in reliance upon any instrument, as to its due execution, and the
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein provided such action or omission
was taken in the reasonable exercise of his duty of care.
1
7. Sino
Gas agrees to indemnify and hold harmless the Trustee against any and all
losses, claims, damages, liabilities and expenses, including reasonable costs of
investigation and counsel fees and disbursements, which may be imposed upon
Trustee hereunder or in the performance of his duties hereunder, including any
litigation arising from this agreement or involving the subject matter hereof or
the Shares deposited hereunder, except insofar as such losses, claims, damages,
liabilities and expenses resulted from the default or negligence of the
Trustee.
8. If
the Trustee shall be uncertain as to the Trustee's duties or rights under the
provisions of this Trust Agreement or in the event of any dispute between the
parties hereto or any third party claiming beneficiary status under this Trust
Agreement, Trustee may submit this matter to any court of competent jurisdiction
in an interpleader or similar action. Without limiting the generality of the
foregoing, if the Trustee shall be uncertain as to his duties or rights
hereunder, and he shall receive any notice, advice, schedule, report,
certificate, direction or document for any person or entity with respect to the
shares held in trust or this Trust Agreement, which in the opinion of Trustee is
in conflict with any of the provisions of this Trust Agreement, or shall be
advised that a dispute has arisen with respect to the ownership for right of
possession of the Shares, or any part thereof, Trustee shall be entitled,
without liability to the Shareholders, to refrain from taking any action other
than to exercise his best efforts to maintain the Shares until he shall be
directed otherwise in writing by an order, decree, or judgment of a court of
competent jurisdiction.
9. The
Trustee shall not be responsible for the genuineness of any certificate or
signature, and may rely exclusively upon and shall not incur any liability by
acting in reliance upon any notice, affidavit, request, consent or other
instrument believed by the Trustee to be genuine and otherwise duly authorized
and properly made.
10. This
Trust Agreement shall be governed by and construed in accordance with the laws
of the state of New York.
11. This
Agreement may be executed in several counterparts or by separate instruments,
and all of such counterparts and instruments shall constitute one agreement,
binding on all the parties hereto.
12. This
Agreement constitutes the entire Trust Agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings, written or oral, of the parties in connection
therewith.
IN
WITNESS WHEREOF, the parties hereto have executed this Trust Agreement on the
date and year first above written.
SINO GAS
INTERNATIONAL HOLDINGS, INC.
By:
__________________________
Authorized Officer
TRUSTEE:
/s/
Xxxx X. Xxxxxxx
___________________________
2
