GUARANTEE
|
|
Exhibit
99.6
|
Form
of Guarantee
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.
W
I T N E S S E T H:
WHEREAS, the Company shall issue
and sell to the Purchasers, as provided in the Purchase Agreement, and the
Purchasers shall purchase up to
[ ] Dollars
($[ ]) of the
Debentures and Warrants;
NOW,
THEREFORE, in consideration of the premises and to induce the Purchasers to
enter into the Purchase Agreement and to carry out the transactions contemplated
thereby, each Guarantor hereby guarantees as follows:
1. Interpretations.
Nothing herein expressed or implied is intended or shall be construed to confer
upon any person other than the Secured Party any right, remedy or claim under or
by reason hereof.
2. Guarantee
and Assumption. Each Guarantor hereby agrees that they
shall, from the date of this Guarantee, be jointly and severally liable with the
Company and the Founder for each and every obligation and liability of the
Company and the Founder under the Purchase Agreement as if they were a party to
the Purchase Agreement. Each Guarantor further agrees that the Purchasers shall
not be obligated to take any steps whatsoever to collect from, to file any claim
of any kind against, or to enforce any liability or obligation against, the
Company or the Founder, prior to pursuing any claim, action or remedy against
any Guarantor under this Guarantee.
3. Default;
Notice. In the event of
any default or breach by the Company or the Founder under the Purchase
Agreement, the Purchasers hereby agree that they will provide to each Guarantor
any notice that they are required to provide to the Company or the Founder in
the manner provided for the giving of notices in Section 6.3 of the Purchase
Agreement and that they will not take any action against each Guarantor
hereunder unless and until any applicable cure period under the Purchase
Agreement has expired.
4. Acknowledgement. Each Guarantor
hereby acknowledges that this Guarantee is a material inducement for the
Purchasers to enter into the Purchase Agreement, and that the Purchasers would
not have entered into the Purchase Agreement without this
Guarantee.
6. Miscellaneous. This Guarantee,
and its enforcement, shall be governed by, and construed in accordance with, the
laws of the State of New York (without regard for conflict rules thereof) and
the United States. This Guarantee may be executed in two or more counterparts,
each of which will be deemed to be an original of this agreement and all of
which, when taken together, shall be deemed to constitute one and the same
agreement. The Guarantors may deliver an executed copy hereof by facsimile
transmission to the Purchasers and any such delivery shall have the same force
and effect as any other delivery of a manually signed copy of this
Guarantee. The terms and provisions contained in this Guarantee, the
Purchase Agreement, the Debentures, together with all agreements, certificates
and schedules delivered in connection therewith, constitute the entire agreement
between the Parties and shall supersede all previous communications,
representations, agreements or understandings, either oral or written, between
the parties with respect to the subject matter hereof. No agreement
or understanding varying or extending this Guarantee shall be binding upon
either the Guarantors or the Purchasers, unless set forth in a writing which
specifically refers to this Guarantee, signed by duly authorized officers or
represent representatives of such respective parties, and the provisions hereof
not specifically amended thereby shall remain in full force and
effect.
[Remainder
of this page intentionally left blank.]
IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be
duly executed and delivered as of the date first above written.
| [GUARANTOR] | |||
|
|
By:
|
||
| Name | |||
| Title | |||
