0001144204-08-012876 Sample Contracts

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.

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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”).

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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