China Solar & Clean Energy Solutions, Inc. Sample Contracts

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RECITALS:
Investment Agreement • March 26th, 2001 • Meditech Pharmaceuticals Inc • Pharmaceutical preparations • Georgia
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Stock Purchase Agreement • February 1st, 2005 • Meditech Pharmaceuticals Inc • Pharmaceutical preparations • Texas
Contract
China Solar & Clean Energy Solutions, Inc. • April 14th, 2008 • Household appliances

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

RECITALS:
Debt Exchange Agreement • January 26th, 2005 • Meditech Pharmaceuticals Inc • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 25, 2008, by and among China Solar & Clean Energy Solutions, Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

ESCROW AGREEMENT
Escrow Agreement • March 3rd, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances • Virginia

This Escrow Agreement, dated as of February 25, 2008 (this “Agreement”), is entered into by and between China Solar & Clean Energy Solutions, Inc., a Nevada corporation (the "Company"), Roth Capital Partners, LLC (the "Placement Agent") and TRISTATE TITLE & ESCROW, LLC, with its principal offices located at 360 Main Street, Washington, VA 22747 (the “Escrow Agent”). The Placement Agent and the Company are sometimes referred to herein as the Escrowing Parties.

Waiver and Consent
Waiver and Consent • March 3rd, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances

Reference is made to that certain Securities Purchase Agreement, dated as of June 13, 2007 (the “SPA”), by and among China Solar & Clean Energy, Inc., a Nevada corporation (the “Company”), and the investors listed on the schedule attached thereto (the “Investors”).

AGREEMENT ON TRANSFER OF EQUITY INTEREST AND OTHER INTERST IN TIANJIN HUANENG GROUP ENERGY EQUIPMENT CO., LTD. Between TIANJIN JI COUNTY STATE-OWNED ASSETS ADMINISTRATION COMMISSION And BEIJING DELI SOLAR TECHNOLOGY DEVELOPMENT CO., LTD. May, 2007...
Agreement • September 14th, 2007 • Deli Solar (USA), Inc. • Household appliances

Based on the principles of mutual benefit and good faith bargaining, and pursuant to the Company Law of the People’s Republic of China and relevant laws and regulations thereunder, for the purpose of transferring Party A’s equity interest in Tianjin Huaneng Group Energy Equipment Co., Ltd. (hereinafter “Tianjin Huaneng”) to Party B, Party A and Party B, through negotiations, hereby agree as follows:

Transfer Agreement of Land Use Right (English Translation)
Deli Solar (USA), Inc. • February 6th, 2006 • Household appliances
AGREEMENT FOR DIVES TMENT OF SHENZHEN P ENGSANGPU
China Solar & Clean Energy Solutions, Inc. • July 15th, 2009 • Heating equipment, except electric & warm air furnaces
Equity Purchase Agreement
Equity Purchase Agreement • January 15th, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances

Party B: Shenzhen Pengsangpu Solar Industrial Products Corporation (hereinafter referred as Shenzhen Pengsangpu Corporation)

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • February 26th, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances • New York

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of February 25, 2008, is entered into by and among China Solar & Clean Energy Solutions, Inc., a Nevada corporation (the "Company"), the Investors (as defined below), Roth Capital Partners, LLC ("Roth") and Tri-State Title & Escrow, LLC, as escrow agent ("Escrow Agent").

Complementary Agreement To The Equity Purchase Agreement
Equity Purchase Agreement • January 15th, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances

The Complementary Agreement to the Equity Purchase Agreement (hereinafter referred to as the “Complementary Agreement”) is entered into between the following two parties in Shenzhen on January 9, 2008.

ESCROW AGREEMENT
Escrow Agreement • June 19th, 2007 • Deli Solar (USA), Inc. • Household appliances • Virginia

This Escrow Agreement (this “Agreement”) is made on June ___, 2007, by and among Deli Solar (USA), Inc., a Nevada corporation, (the “Company”), and Tri-State Title & Escrow, LLC (the “Escrow Agent”). The aforementioned are also referred to individually herein as a “Party” and collectively herein as the “Parties.”

AGREEMENT FOR DIVESTMENT OF SHENZHEN PENGSANGPU
Agreement for Divestment • July 9th, 2009 • China Solar & Clean Energy Solutions, Inc. • Heating equipment, except electric & warm air furnaces
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ENTRUSTMENT AGREEMENT
Entrustment Agreement • September 14th, 2007 • Deli Solar (USA), Inc. • Household appliances

WHEREAS, Party A intends to acquire the state-owned equity interest in Tianjin Huaneng Group Energy Equipment Co., Ltd. (hereinafter refer to as “Tianjin Huaneng”) held by Tianjin Municipal Ji County State-owned Assets Administration Commission (hereinafter refer to as the “SAAC”), and in order to facilitate the transfer of the aforementioned equity interest, Party A desires to entrust Party B to coordinate the equity acquisition;

CLOSING ESCROW AGREEMENT
Closing Escrow Agreement • June 19th, 2007 • Deli Solar (USA), Inc. • Household appliances • Virginia

This Closing Escrow Agreement, dated as of June ___, 2007 (this “Agreement”), is entered into by and among Deli Solar (USA), Inc., a Nevada corporation, (the “Company”), Barron Partners, L.P., a Delaware limited partnership, and any other investors named on the signature page of this Agreement (together with Investors, the “Investors” or the “Escrowing Parties” and each an “Investor”) and Tri-State Title & Escrow, LLC (the “Escrow Agent”). The principal address of each party hereto is set forth on Exhibit A.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 19th, 2007 • Deli Solar (USA), Inc. • Household appliances • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 13th day of June, 2007, by and among Deli Solar (USA), Inc., a Nevada corporation (the “Company”), and Barron Partners L.P., a Delaware limited partnership, and the other investors who execute this Agreement. (collectively, the “Investors” and each, an “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), by and among the Company and the Investors.

SUPPLEMENTARY AGREEMENT To The Equity Purchase Agreement And The Complementary Agreement On Share Purchase Price and Payment
Supplementary Agreement • April 1st, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances
EQUITY INTEREST PURCHASE AGREEMENT
Equity Interest Purchase Agreement • October 31st, 2008 • China Solar & Clean Energy Solutions, Inc. • Heating equipment, except electric & warm air furnaces

Tianjin Huaneng Group Energy Equipment Co., Ltd. (hereinafter referred to “Tianjin Huaneng Corporation”) is a limited liability company, incorporated under PRC Corporation Law, with registered (paid in full) capital of RMB 5.94 million, with good standing within the effective period permitted by laws. The Transferors and Transferee are currently shareholders of Tianjin Huaneng Corporation. In order to promote the sustainable development of Tianjin Huaneng Corporation, the Transferors has agreed to subject to and accordance with the terms and conditions of this agreement to transfer their 29.97% of the equity interest in Tianjin Huaneng Corporation. Both parties, under the principles of voluntary, equality, fairness, and integrity, after negotiation, agree as follows:

SECURITIES PURCHASE AGREEMENT BETWEEN DELI SOLAR (USA), INC. AND BARRON PARTNERS LP AND THE OTHER INVESTORS NAMED HEREIN DATED June 13, 2007
Securities Purchase Agreement • June 19th, 2007 • Deli Solar (USA), Inc. • Household appliances • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of June, 2007 between Deli Solar (USA), Inc., a Nevada corporation (the “Company”), and Barron Partners LP, a Delaware limited partnership (“Barron”), and any other investors named on the signature page of this Agreement (together with Barron, the “Investors” and each an “Investor”).

Contract
China Solar & Clean Energy Solutions, Inc. • March 11th, 2024 • Heating equipment, except electric & warm air furnaces

The purchase price to be paid to the Seller by the Buyer for the Asset(s) shall be Two Hundred Thousand and 00/100 (US $200,000.00) Unites States Dollars (the “Purchase Price”), payable on or before seven days from the date of execution (the “Closing Date”).

RECITALS
Memorandum of Understanding • September 16th, 2002 • Meditech Pharmaceuticals Inc • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENT BETWEEN DELI SOLAR (USA), INC. AND BARRON PARTNERS LP AND THE OTHER INVESTORS NAMED HEREIN DATED June 13, 2007
Securities Purchase Agreement • October 26th, 2007 • Deli Solar (USA), Inc. • Household appliances • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of June, 2007 between Deli Solar (USA), Inc., a Nevada corporation (the “Company”), and Barron Partners LP, a Delaware limited partnership (“Barron”), and any other investors named on the signature page of this Agreement (together with Barron, the “Investors” and each an “Investor”).

AGREEMENT ON TRANSFER OF EQUITY INTEREST AND OTHER INTERST IN TIANJIN HUANENG GROUP ENERGY EQUIPMENT CO., LTD. Between TIANJIN JI COUNTY STATE-OWNED ASSETS ADMINISTRATION COMMISSION And BEIJING DELI SOLAR TECHNOLOGY DEVELOPMENT CO., LTD. August, 2007...
Agreement • September 14th, 2007 • Deli Solar (USA), Inc. • Household appliances

Based on the principles of mutual benefit and good faith bargaining, and pursuant to the Company Law of the People’s Republic of China and relevant laws and regulations of the People’s Republic of China, Party A, through several negotiations, agreed to transfer its equity interest in Huaneng Group Energy Equipment Co., Ltd. (hereinafter “Tianjin Huaneng”) to Party B. For the purpose of completing such transfer, both parties, in consideration of the provisions and execution of the original agreement, hereby agree to the terms and conditions as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 25, 2008, by and among China Solar & Clean Energy Solutions, Inc., a Nevada corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • March 3rd, 2008 • China Solar & Clean Energy Solutions, Inc. • Household appliances • New York

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of February 25, 2008, is entered into by and among China Solar & Clean Energy Solutions, Inc., a Nevada corporation (the "Company"), the Investors (as defined below), Roth Capital Partners, LLC ("Roth") and Tri-State Title & Escrow, LLC, as escrow agent ("Escrow Agent").

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