Exhibit
10.35


 





 


Execution
version


 


PREMIUM
SINO FINANCE LIMITED


 


SINOTECH
ENERGY LIMITED


 


SUPERPORT
LIMITED


 


INTERNATIONAL
PETROLEUM SERVICES CORPORATION LIMITED


 


MR. LIU
QINGZENG


 






 


SECOND SUPPLEMENTAL
INSTRUMENT TO INSTRUMENT CONSTITUTING TRANCHE B WARRANTS


 






 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Amendments

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Notices

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Further Assurance

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Governing Law And
  Jurisdiction

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Effect

  	
   

  	
  5

  



 

















 


THIS SECOND SUPPLEMENTAL INSTRUMENT is entered into by way of a deed poll on the 11 day of
October 2010


 


BY:


 


(1)           PREMIUM
SINO FINANCE LIMITED, a BVI Business  Company  incorporated and existing under the laws of the
British Virgin Islands
with registration number 607520 (the “Issuer”);


 


(2)           SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and
existing under the laws of the Cayman Islands with registration number 241866 (the “Listco”);


 


(3)           SUPERPORT LIMITED, a BVI Business  Company incorporated and existing under the laws of the
British Virgin Islands with registration number 1525496 (“Holdco”);


 


(4)           INTERNATIONAL PETROLEUM SERVICES
CORPORATION LIMITED, a
company incorporated and existing under the laws of Hong Kong with registration
number 1165755 (“Parentco”); and


 


(5)           MR. LIU QINGZENG, (), with
passport number G27332374 issued by the People’s Republic of China (the “Founder”).


 


IN FAVOUR OF


 


(6)           THE WARRANT HOLDERS (as defined below);


 


(7)           THE INITIAL BENEFICIAL HOLDERS (as defined below);


 


(8)           THE ADDITIONAL INITIAL BENEFICIAL
HOLDERS (as
defined below); and


 


(9)           THE BENEFICIAL HOLDERS (as defined below).


 


WHEREAS:


 


A.            The Issuer, Parentco, Holdco and the Founder executed
an instrument by way of deed poll (the “Principal
Instrument”) dated 8 January 2010 constituting the Warrants
and, together with Listco, executed a supplemental instrument dated on or about
9 October 2010 (the “First
Supplemental Instrument”), in order to permit the proposed change in
the structure of the Group (as it existed on the date of the First Supplemental
Instrument) and facilitate the QIPO on a US Stock Exchange (the Principal
Instrument, as amended and restated pursuant to the First Supplemental
Instrument, being the “Current Instrument”).


 


B.            The Issuer and the Deutsche Bank, AG executed a
Warrant Agency Agreement dated 12 January 2010 (“Warrant Agency Agreement”) pursuant to the
Principal Instrument appointing Deutsche Bank, AG as Administration Agent and
Calculation Agent in respect of the Warrants.


 


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C.            Under the Principal Instrument, the Issuer issued
538,462 Warrants representing a Total Entitlement of 5.38462%.


 


D.            The Issuer wishes to amend certain of the terms of the
Warrants contained in the Current Instrument in connection with a proposed
Qualifying IPO on a US Stock Exchange (subject to the requisite Warrant
Holders’ consents) pursuant to this Second Supplemental Instrument (the “Second Supplemental Instrument”).


 


THIS INSTRUMENT WITNESSES as follows:


 


1.           INTERPRETATION


 


All words and expressions defined in the Current
Instrument shall where the context so requires and admits have the same meaning
in this Second Supplemental Instrument and the principles of interpretation
specified in Clauses 1.2 to 1.8 of the Current Instrument shall where the
context so requires and admits also apply to this Second Supplemental
Instrument.  In addition, in this Second
Supplemental Instrument the following expressions have the following meanings:


 


“Proposed QIPO” means the currently
contemplated Qualifying IPO on a US Stock Exchange.


 


“Relevant Amendments” means the amendments
to the Current Instrument described in Clause 2.1 of this Second
Supplemental Instrument.


 


“Warrant Holders’ Consent” means the terms
of the Unanimous Written Consent given or to be given by the Warrant Holders
under the Current Instrument pursuant to which the Relevant Amendments are
approved.


 


2.           AMENDMENTS


 


2.1         The Current
Instrument (including, for the avoidance of doubt, the Warrants constituted and
issued under the Current Instrument prior to the date of this Second
Supplemental Instrument), shall (subject to receipt of Warrant Holders’ Consent
and to Clause 2.3) with effect from the date of this Second Supplemental
Instrument, stand amended as follows:


 


2.1.1         in respect of the Proposed QIPO, the
Issuer agrees that in connection with any Warrant Holder’s exercise of its
Purchase Rights in accordance with the Current Instrument, such Warrant Holder
shall be entitled at its option to defer payment of the relevant aggregate
Purchase Price payable to the Issuer in respect of the relevant Warrant Shares
from the relevant Exercise Date to the date falling 5 Business Days after the
date on which the facilities advanced pursuant to the Facility Agreement are
repaid in full by the relevant members of the Group following the relevant
Qualifying IPO in accordance with the Facility Agreement (the “Facility Repayment”); and


 


2.1.2          each exercise of Warrants by a
Warrant Holder otherwise effected in accordance with the Current Instrument in
contemplation of the Proposed QIPO shall be deemed to be a valid exercise
notwithstanding the Exercising Warrant Holder does not pay the relevant
Purchase Price on the relevant Exercise Date,


 


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provided that such Purchase Price
shall become due and payable to the Issuer with effect from the Facility
Repayment.


 


2.2         The Relevant
Amendments shall only be effective in respect of the Proposed QIPO.  If the QIPO Date in respect of the Proposed
QIPO has not occurred by 31 December 2010 then the Relevant
Amendments shall cease to have effect from such date and the Current Instrument
shall continue in full force and effect as if the Relevant Amendments had never
been made.


 


2.3         This Second
Supplemental Instrument is supplemental to the Current Instrument.


 


2.4         Subject to
the amendments to be effected to the Current Instrument and the Warrants
hereunder (and subject to Clause 2.3 above), the Current Instrument and
the Warrants shall remain in full force and effect and the Current Instrument
and this Second Supplemental Instrument shall be read and construed together as
one instrument.


 


3.           NOTICES


 


3.1         A memorandum
of this Second Supplemental Instrument shall be endorsed on the original of the
Current Instrument by the Administration Agent and on the Warrant Certificates.


 


3.2         Any notice
to be given for the purposes of this Second Supplemental Instrument shall be
given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices) of the
Current Instrument.


 


4.           FURTHER
ASSURANCE


 


The
Issuer, the Listco and the Warrant Guarantors jointly and severally undertake
to execute all such other documents and comply with all such other requirements
necessary to effect the amendments contemplated hereby and any other matter
incidental thereto.


 


5.           GOVERNING
LAW AND JURISDICTION


 


5.1         Governing law


 


This
First Supplemental Instrument is governed by and shall be construed in
accordance with Hong Kong law.


 


5.2         Jurisdiction


 


5.2.1         The courts of Hong Kong shall have
non-exclusive jurisdiction to settle any dispute arising from or connected with
this Second Supplemental Instrument including, without limitation, a dispute
regarding the existence, validity or termination of this Instrument or the
consequences of its nullity (a “Dispute”).


 


5.2.2         The parties agree that the courts of
Hong Kong are the most appropriate and convenient forum to settle any Dispute
and, accordingly, they will not argue to the contrary.


 


5.2.3          No Warrant Holder shall be prevented
from taking proceedings relating to a Dispute in any other courts with
jurisdiction.  To the extent allowed by
law, the


 


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Warrant Holders may take concurrent
proceedings in any number of jurisdictions.


 


5.3         Service of proceedings


 


Each
of the Issuer, the Listco, each Warrant Guarantor and the Founder agrees that
the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents
required to be served in relation to those Proceedings on the Issuer, the
Listco, each Warrant Guarantor and the Founder (as the case may be) may be
served on
International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10
Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the
Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the
Founder in accordance with Clause 3 (Notices),
and each of the Issuer, the Listco, each Warrant Guarantor (that is not
incorporated in Hong Kong) and the Founder irrevocably appoints such Person as
its agent to accept service of Proceedings. 
These documents may, however, be served in any other manner allowed by
law.  This Clause applies to all
Proceedings wherever started.


 


6.           EFFECT


 


This
Second Supplemental Instrument shall take effect as a deed poll, and shall take
effect for the benefit of the Warrant Holders and the Beneficial Holders from
time to time, and (in relation to any provision that is expressed for the
benefit of or purports to grant any right to the Arranger) the Arranger.


 


IN WITNESS WHEREOF this Second Supplemental Instrument has been executed by the Issuer, the
Listco, Parentco, Holdco and the Founder as a deed poll and is intended to be
and is hereby delivered on the date first above written.


 


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EXECUTION


 


THE
ISSUER


 


 


EXECUTED
AS A DEED by


PREMIUM
SINO FINANCE LIMITED


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name: Zheng Yao

  	
   

  
	
   

  
	
  Address:           No. 19
  Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.

  
			



 


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EXECUTION


 


THE
COMPANY


 


 


EXECUTED
AS A DEED by


SINOTECH
ENERGY LIMITED


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name: Zheng Yao

  	
   

  
	
   

  
	
  Address:           No. 19
  Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.

  
			



 


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EXECUTION


 


HOLDCO


 


 


EXECUTED
AS A DEED by


SUPERPORT
LIMITED


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name: Zheng Yao

  	
   

  
	
   

  
	
  Address:           No. 19
  Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.

  
			



 


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EXECUTION


 


PARENTCO


 


 


THE
COMMON SEAL OF


INTERNATIONAL
PETROLEUM


SERVICES
CORPORATION LIMITED


 


was hereto affixed


 


 


in the presence of:


 


 


	
  /s/ Nicolas Tang

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Tang Nicolas Tze Hao

  	
   

  
	
   

  	
   

  
	
  Address:           Sidley Austin Hong Kong SAR

  
			



 


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EXECUTION


 


 


THE
FOUNDER


 


 


SIGNED,
SEALED AND DELIVERED AS


A
DEED by


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu
  Qingzeng

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name: Zheng Yao

  	
   

  
	
   

  	
   

  
	
  Address:           No. 19
  Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.

  



 


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