0001144204-07-045083 Sample Contracts

Contract
Sino Gas International Holdings, Inc. • August 20th, 2007 • Natural gas transmission • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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AGREEMENT
Agreement • August 20th, 2007 • Sino Gas International Holdings, Inc. • Natural gas transmission • New York

This agreement (this "Agreement") is made and entered into as of May 15, 2007, by and among Sino Gas International Holdings, Inc., a Utah corporation (the "Company"), Vision Opportunity Master Fund, Ltd., a limited liability company formed under the laws of the Cayman Islands (“Vision” and, together with the Company, the “Parties”).

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