Longwei Petroleum Investment Holding Ltd Sample Contracts

Longwei Petroleum Investment Holding Ltd – Longwei Petroleum Received Non-Compliance Notice and Intends to Regain Compliance with NYSE MKT Longwei will take further steps to defend itself and protect shareholder value (February 26th, 2013)

TAIYUAN CITY, China, February 26, 2013 /PRNewswire-Asia/ -- Longwei Petroleum Investment Holding Ltd. (NYSE MKT: LPH) (“Longwei” or the “Company”), an energy company engaged in the storage and distribution of finished petroleum products in the People’s Republic of China (“PRC”), announced that it has received notice from the NYSE MKT that the Company is not in compliance with Section 134 and 1101 of the NYSE MKT Company Guide (the “Company Guide”) in that it failed to file its Quarterly Report on form 10Q for the fiscal quarter ended December 31, 2012 in a timely manner.

Longwei Petroleum Investment Holding Ltd – Longwei Petroleum Received Non-Compliance Notice and Intends to Regain Compliance with NYSE MKT Longwei will take further steps to defend itself and protect shareholder value (February 12th, 2013)

TAIYUAN CITY, China, February 12, 2013 /PRNewswire-Asia/ -- Longwei Petroleum Investment Holding Ltd. (NYSE MKT: LPH) (“Longwei” or the “Company”), an energy company engaged in the storage and distribution of finished petroleum products in the People’s Republic of China (“PRC”), announced that it has received notice from the NYSE MKT that the Company is not in compliance with Section 801(h) of the NYSE MKT Company Guide (the “Company Guide”) in that at least 50% of the directors on the Company’s Board of Directors are not independent and Section 803(B)(2)(c) of the Company Guide in that the Company has only one out of the requisite two members on its audit committee. The Company’s non-compliance with these Sections is a result of the resignations of its former independent directors, Douglas Cole and Xue Xiaoping, as previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 1, 2013.

Longwei Petroleum Investment Holding Ltd – AMENDED AND RESTATED (August 25th, 2011)

The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside of Colorado.

Longwei Petroleum Investment Holding Ltd – Consulting Agreement (August 22nd, 2011)

This consulting agreement (the “Agreement”), entered into on August 8, 2011 and effective as of the Effective Date (as defined in Section 1), is made by and between Longwei Petroleum Investment Holding Limited, a Colorado corporation (together with any successor thereto, the “Company”), and Michael Toups, an independent provider of services (the “Contractor”).

Longwei Petroleum Investment Holding Ltd – Longwei Petroleum Announces Letter of Intent to Purchase 100,000 Metric Ton Fuel Storage Facility Company Expands Capacity to Generate Approximately $925 Million in Revenues and $125 Million Net Income in FY2012 (March 15th, 2011)

TAIYUAN CITY, China, March 14, 2011 /PRNewswire-Asia/ -- Longwei Petroleum Investment Holding Ltd. (NYSE Amex: LPH) ("Longwei" or the "Company"), an energy company engaged in the storage and distribution of finished petroleum products in the People's Republic of China ("PRC"), announced today that it has entered into a letter of intent to acquire a fuel storage depot in northern Shanxi Province with a 100,000 metric ton storage capacity. Longwei paid a deposit of RMB 140 million (approximately US $20 million) at the signing of the letter of intent toward the full purchase price of RMB 700 million (approximately US $106.5 million). The Company expects the facility to contribute approximately $300 million to revenues and $40 million to net income during the fiscal year ending June 30, 2012.

Longwei Petroleum Investment Holding Ltd – Consulting Agreement (June 25th, 2010)

This consulting agreement (the “Agreement”), entered into on June 18, 2010 and effective as of the Effective Date (as defined in Section 1), is made by and between Longwei Petroleum Investment Holding Limited, a Colorado corporation (together with any successor thereto, the “Company”), and Michael Toups, an independent provider of services (the “Contractor”).

Longwei Petroleum Investment Holding Ltd – Longwei Petroleum Investment Holding Limited (April 29th, 2010)
Longwei Petroleum Investment Holding Ltd – Longwei Petroleum Investment Holding Limited (March 24th, 2010)
Longwei Petroleum Investment Holding Ltd – CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED (March 24th, 2010)

A goal of Longwei Petroleum Investment Holding Limited (the “Company”) and its subsidiaries is to promote professional and ethical conduct with respect to its business practices worldwide. This code provides ethical standards to which all of our executive officers, including our principal executive, financial and accounting officers, our directors, our financial managers and all employees are expected to adhere and promote regarding individual and peer responsibilities, and responsibilities to other employees, the Company, the public and other stakeholders.

Longwei Petroleum Investment Holding Ltd – Consulting Agreement (November 10th, 2009)

This consulting agreement (the “Agreement”), entered into on October 26, 2009 and effective as of the Effective Date (as defined in Section 1), is made by and between Longwei Petroleum Investment Holding Limited, a Colorado corporation (together with any successor thereto, the “Company”), and James Crane, an independent provider of services (the “Contractor”).

Longwei Petroleum Investment Holding Ltd – LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (November 2nd, 2009)
Longwei Petroleum Investment Holding Ltd – LONGWEI PETROEUM INVESTMENT HOLDING LIMITED COMMON STOCK PURCHASE WARRANT (November 2nd, 2009)

LONGWEI PETROEUM INVESTMENT HOLDING LIMITED, a Colorado corporation (the “Company”), hereby certifies that, for value received, ____________, or registered assigns (the “Warrant Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to [_______] ( ) shares (as adjusted from time to time as provided in Section 7 of this Warrant, the “Warrant Shares”) of common stock, no par value (the “Common Stock”), of the Company at a price of $2.255 per Warrant Share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time from and after the date thereof and through and including 5:00 p.m. New York City time on October 29, 2012 (the “Expiration Date”), and subject to the terms and conditions set forth below. This Warrant is issued pursuant to the terms of a Securities Purchase Agreement dated as of October 29, 2009 by and among the Company and the investors listed on the Schedule of Buyers attached hereto

Longwei Petroleum Investment Holding Ltd – MAKE GOOD ESCROW AGREEMENT (November 2nd, 2009)

This Securities Escrow Agreement (the "Make Good Escrow Agreement"), dated as of October 29, 2009, is entered into by and among Longwei Petroleum Investment Holding Limited, a Colorado corporation (the "Company"), Mr. Cai Yongjun and Mr. Xue Yongping (collectively the “Make Good Pledgors”), the Investors (as defined below), National Securities Corporation, as placement agent ("Placement Agent) and Corporate Stock Transfer, Inc., as escrow agent ("Escrow Agent").

Longwei Petroleum Investment Holding Ltd – SECURITIES PURCHASE AGREEMENT (November 2nd, 2009)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2009, by and among Longwei Petroleum Investment Holding Limited, a Colorado corporation (collectively with its predecessors, 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”).

Longwei Petroleum Investment Holding Ltd – REGISTRATION RIGHTS AGREEMENT (November 2nd, 2009)

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 29, 2009, by and among Longwei Petroleum Investment Holding Limited, a Colorado 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”).

Longwei Petroleum Investment Holding Ltd – Consulting Agreement (July 10th, 2009)

This consulting agreement (the “Agreement”), entered into on June 30, 2009 and effective as of the Effective Date (as defined in Section 1), is made by and between Longwei Petroleum Investment Holding Limited, a Colorado corporation (together with any successor thereto, the “Company”), and James Crane, an independent provider of services (the “Contractor”).

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 August 19, 2008 (August 19th, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by the selling stockholders, as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 July 17, 2008 (July 17th, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by the selling stockholders, as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 June 24, 2008 (June 26th, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by the selling stockholders, as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 June 24, 2008 (June 25th, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by the selling stockholders, as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 May 27, 2008 (May 27th, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by the selling stockholders, as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 April 21, 2008 (April 22nd, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by the selling stockholders, as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 March 6, 2008 (March 6th, 2008)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 8,370,000 shares of common stock ("Shares") to be offered by the selling stockholders and the noteholders, all as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM AND REASONABLLY SATISFACTORY TO THE COMPANY (December 26th, 2007)

Right to Purchase 428,571 shares of Common Stock of Longwei Petroleum Investment Holding Limited (subject to adjustment as provided herein)

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 December 26, 2007 (December 26th, 2007)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 8,250,000 shares of common stock ("Shares") to be offered by selling stockholders, all as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – CONVERTIBLE PROMISSORY NOTE (December 26th, 2007)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Longwei Petroleum Investment Holding Ltd – LONGWEI PETROLEUM INVESTMENT HOLDING CO., LTD Term Sheet (December 26th, 2007)

Any financing shall be conditional upon satisfactory completion of documentation, due diligence and approval by the Investors.

Longwei Petroleum Investment Holding Ltd – Exhibit (b) - unaudited Pro Forma Financial Data Tabatha II, Inc. Longwei Petroleum Investment Holding Limited UNAUDITED PRO FORMA FINANCIAL DATA (December 20th, 2007)

On October 16, 2007, Tabatha II, Inc. ("Tabatha II," "the Company") and Longwei Petroleum Investment Holding Limited, a British Virgin Island corporation ("Longwei BVI") consummated an Agreement for Share Exchange ("the Agreement") whereby the Company acquired all of the issued and outstanding common stock of Longwei BVI in exchange for 69,000,000 shares of the Company's common stock. As a result of the transaction, the stockholders of Longwei BVI became the owners of 92 percent of the Company's common stock, and Longwei BVI became a wholly owned subsidiary of the Company.

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 November 20, 2007 (November 20th, 2007)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by selling stockholders, all as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS (October 25th, 2007)

The conduct of Senior Financial Officers shall be governed by this Code of Ethics, pursuant to Section 406 of the Sarbanes-Oxley Act, in order to deter wrongdoing and to promote:

Longwei Petroleum Investment Holding Ltd – 3,750,000 Shares LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED UNDERWRITING AGREEMENT (October 25th, 2007)

The undersigned Shareholders of Longwei Petroleum Investments Limited, a Colorado corporation (“Company”) and the Company, hereby confirm its agreement with Jackson, Kohle & Co. (“you” or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

Longwei Petroleum Investment Holding Ltd – HAND & HAND, a professional corporation 24351 Pasto Road, #B Dana Point, California 92629 October 25, 2007 (October 25th, 2007)

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 3,750,000 shares of common stock ("Shares") to be offered by selling stockholders, all as further described in the Registration Statement proposed to be filed with the U.S. Securities and Exchange Commission.

Longwei Petroleum Investment Holding Ltd – Exhibit (b) - unaudited Pro Forma Financial Data Tabatha II, Inc. Longwei Petroleum Investment Holding Limited UNAUDITED PRO FORMA FINANCIAL DATA (October 23rd, 2007)

On October 16, 2007, Tabatha II, Inc. ("Tabatha II," "the Company") and Longwei Petroleum Investment Holding Limited, a British Virgin Island corporation ("Longwei BVI") consummated an Agreement for Share Exchange ("the Agreement") whereby the Company acquired all of the issued and outstanding common stock of Longwei BVI in exchange for 69,000,000 shares of the Company's common stock. As a result of the transaction, the stockholders of Longwei became the owners of 92 percent of the Company's common stock, and Longwei BVI became a wholly owned subsidiary of the Company.

Longwei Petroleum Investment Holding Ltd – CONSULTING AGREEMENT (October 23rd, 2007)

This Consulting Agreement (the “Agreement”) is entered into as of the 12th day of October, 2007, by and between Longwei Petroleum Investment Holding Limited, No. 30 Guanghau Avenue, Wan Bailin District, Taiyuan City, Shanxi Province, China 030024, a Colorado corporation (“Longwei”) and Etech International, Inc. (“Consultant”) with reference to the following:

Longwei Petroleum Investment Holding Ltd – ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TABATHA II, INC. (October 23rd, 2007)

THIRD: The aggregate number of shares which the corporation shall have authority to issue is SIX HUNDRED MILLION (600,000,000) shares, of which a portion shall be common stock and a portion shall be preferred stock, all as described below.