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:
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”).
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:
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
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
NONCOMPETITION COVENANT AND AGREEMENTNoncompetition Covenant and Agreement • October 11th, 2007 • Sinoenergy CORP • Industrial trucks, tractors, trailors & stackers
THIS NONCOMPETITION COVENANT AND AGREEMENT (this “Agreement”) is made and entered into as of this September 28, 2007, by Mr. DENG Tianzhou (PRC ID No. 422429195608137951) and Mr. HUANG Bo, each an individual residing in the city of Qingdao, in Shandong Province in the People’s Republic of China (the “PRC”), (PRC ID No. 110101197009012075) (“Executive”) for the benefit of the parties listed in Schedule I attached hereto (the “Purchasers”).
