0001411886-08-000177 Sample Contracts

SINO CLEAN ENERGY INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 17th, 2008 • Sino Clean Energy Inc • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 16, 2008, among (i) Sino Clean Energy Inc., a Nevada corporation (the “Company”), (ii) Baowen Ren (the “Founder”), and (iii) the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).

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ESCROW AGREEMENT
Escrow Agreement • September 17th, 2008 • Sino Clean Energy Inc • Industrial organic chemicals • New York

This ESCROW AGREEMENT (this “Agreement”) is made as of September [ ], 2008, by and among (i) Sino Clean Energy Inc., a Nevada corporation (the “Company”), (ii) Mr. Baowen Ren (the “Founder”), (iii) Ancora Greater China Fund, LP (the “Lead Purchaser”) and the other purchasers identified on the signature pages hereto (with the Lead Purchaser each a “Purchaser” and collectively the “Purchasers”) and (v) Richardson & Patel LLP, as escrow agent (the “Escrow Agent”).

GUARANTEE
Guarantee • September 17th, 2008 • Sino Clean Energy Inc • Industrial organic chemicals

GUARANTEE, dated as of September [ ], 2008 (this “Guarantee”), made by the signatory hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among, inter alia, Sino Clean Energy, Inc., a Nevada corporation (the “Company”) and the Purchasers (the “Purchase Agreement”). Capitalized terms not otherwise defined shall have the meaning set forth in the Purchase Agreement.

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