0001144204-08-047460 Sample Contracts

CLOSING ESCROW AGREEMENT
Closing Escrow Agreement • August 14th, 2008 • China New Energy Group CO • Natural gas distribution • Virginia

This Closing Escrow Agreement, dated as of, August 8, 2008 (this “Agreement”), is entered into by and among China New Energy Group Company, a Delaware corporation (the “Company”), China Hand Fund I, LLC, a Delaware limited liability company (together with its successors and assigns, “CHF” or the “Initial Purchaser”), each of the persons who hereafter become investors in the Company pursuant to the Purchase Agreement (as defined below) (together with its successors and assigns, each, an “Additional Purchaser” and collectively, the “Additional Purchasers”), and Escrow, LLC, with an address at 360 Main Street, P.O. Box 391, Washington, Virginia 22747 (the “Escrow Agent”). Capitalized terms used, but not defined herein shall have the meanings set forth in the Purchase Agreement.

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SERIES A CONVERTIBLE PREFERRED STOCK SECURITIES PURCHASE AGREEMENT by and between CHINA NEW ENERGY GROUP COMPANY and CHINA HAND FUND I, LLC August 8, 2008
Convertible Preferred Stock Securities Purchase Agreement • August 14th, 2008 • China New Energy Group CO • Natural gas distribution • New York

THIS SERIES A CONVERTIBLE PREFERRED STOCK SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 8, 2008, is entered into by and between China New Energy Group Company, a Delaware corporation (the “Company”), China Hand Fund I, LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its successors and assigns, the “Purchaser”, together with the Company, each a “Party” and collectively the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

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