0001144204-08-022474 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2008 • Hydrogen Engine Center, Inc. • Engines & turbines • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2008, by and between HYDROGEN ENGINE CENTER, INC., a Nevada corporation (the “Company”), and YA GLOBAL INVESTMENTS, LP, a Cayman Islands exempt limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • April 15th, 2008 • Hydrogen Engine Center, Inc. • Engines & turbines • New Jersey

THIS AGREEMENT dated as of the 11th day of April 2008 (the “Agreement”) between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited partnership (the “Investor”), and HYDROGEN ENGINE CENTER, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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