0001144204-07-032649 Sample Contracts

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.”

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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.

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”).

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