0000040194-12-000041 Sample Contracts

ASSET SALES AGREEMENT
Asset Sales Agreement • December 13th, 2012 • Gateway Energy Corp/Ne • Natural gas transmission • Texas

This Agreement (the "Agreement") is made this 12th day of December, 2012, by and between Gateway Pipeline USA Corporation, a Delaware corporation (hereinafter referred to as "Seller"), and GEC Holding, LLC, a Delaware limited liability company (hereinafter referred to as "Buyer"). (Seller and Buyer are sometimes referred to collectively herein as the "Parties" and individually as a "Party").

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EXHIBIT II BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Sale, Assignment and Assumption Agreement • December 13th, 2012 • Gateway Energy Corp/Ne • Natural gas transmission • Texas

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made effective as of December [___], 2012, by and between Gateway Pipeline USA Corporation, a Delaware corporation ("Assignor”), and GEC Holding, LLC, a Delaware limited liability corporation (the "Assignee").

EXHIBIT I BILL OF SALE AND ASSIGNMENT OF RIGHT OF WAYS
Bill of Sale and Assignment of Right of Ways • December 13th, 2012 • Gateway Energy Corp/Ne • Natural gas transmission • Texas

THIS BILL OF SALE AND ASSIGNMENT OF RIGHT OF WAYS (this "Agreement") is made effective as of December [__], 2012, by and between Gateway Pipeline USA Corporation, a Delaware corporation, having an office at 1415 Louisiana, Suite 4100, Houston, Texas 77002 ("Grantor”), and GEC Holding, LLC, a Delaware limited liability corporation (the "Grantee").

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