Longwei Petroleum Investment Holding LTD Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 2nd, 2009 • Longwei Petroleum Investment Holding LTD • Wholesale-petroleum bulk stations & terminals • New York

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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2009 • Longwei Petroleum Investment Holding LTD • Wholesale-petroleum bulk stations & terminals • New York
Consulting Agreement
Consulting Agreement • August 22nd, 2011 • Longwei Petroleum Investment Holding LTD • Wholesale-petroleum bulk stations & terminals • Florida

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”).

3,750,000 Shares LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • October 25th, 2007 • Longwei Petroleum Investment Holding LTD • Blank checks • Nevada

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:

AGREEMENT FOR SHARE EXCHANGE
Agreement for Share Exchange • October 15th, 2007 • Tabatha Ii Inc • Blank checks • Colorado

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of October 10, 2007, by and between TABATHA II, INC., a Colorado corporation (“the Company”), (“Tabatha”) and LONGWEI PETROLEUM INVESTMENT HOLDING LIMITED, a BVI Corporation (“Longwei BVI”), and the SHAREHOLDERS of Longwei BVI, who execute this Agreement (the “Shareholders”) (collectively referred to as the “Parties”).

CONSULTING AGREEMENT
Consulting Agreement • October 23rd, 2007 • Longwei Petroleum Investment Holding LTD • Blank checks • Colorado

This Consulting Agreement (the “Agreement”) is entered into as of the 11th day of October, 2007, by and between Longwei Petroleum Investment Holding Limited (Longwei), No. 30, Guanghua Avenue, Wan Bolin District, Taiyuan City, China, a BVI corporation, and John Ballard, 6754 W. Hinsdale Place, Littleton, Colorado (“Consultant”) with reference to the following:

Consulting Agreement
Consulting Agreement • July 10th, 2009 • Longwei Petroleum Investment Holding LTD • Wholesale-petroleum bulk stations & terminals • New York

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”).

CONSULTING AGREEMENT
Consulting Agreement • October 23rd, 2007 • Longwei Petroleum Investment Holding LTD • Blank checks • Colorado

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 Ms. Yan Wang, 800 Yan Chang Zhong Road, Shanghai, China, 200072 (“Consultant”) with reference to the following:

CONSULTING AGREEMENT
Consulting Agreement • October 23rd, 2007 • Longwei Petroleum Investment Holding LTD • Blank checks • Colorado

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:

Consulting Agreement
Consulting Agreement • November 10th, 2009 • Longwei Petroleum Investment Holding LTD • Wholesale-petroleum bulk stations & terminals • New York

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”).

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • November 2nd, 2009 • Longwei Petroleum Investment Holding LTD • Wholesale-petroleum bulk stations & terminals • New York

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").

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