0001144204-09-036503 Sample Contracts

SINO CLEAN ENERGY INC. WARRANT [EITHER] [OR]
Warrant Agreement • July 8th, 2009 • Sino Clean Energy Inc • Industrial organic chemicals

This Warrant is issued pursuant to the Purchase Agreement (as defined in Section 1) and is subject to such additional terms and conditions hereinafter. Capitalized terms not otherwise defined shall have the meanings set forth in the Purchase Agreement.

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Securities Purchase Agreement • July 8th, 2009 • Sino Clean Energy Inc • Industrial organic chemicals • New York

SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of _____ __, 2009, between Sino Clean Energy Inc., a Nevada corporation (the “Company”), and each person or entity listed as a Purchaser on Schedule I attached to this Agreement (collectively and individually, the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note.

EITHER] [OR]
Securities Agreement • July 8th, 2009 • Sino Clean Energy Inc • Industrial organic chemicals

This 10% Senior Secured Convertible Note (the “Note”) is issued by SINO CLEAN ENERGY, INC. , a Nevada corporation (the “Obligor”), to [NAME OF HOLDER] (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) of even date herewith and is part of a series of notes (the “Notes”) that may be issued from time to time by the Obligor in an aggregate principal amount not to exceed twelve million dollars ($12,000,000) as provided in the Purchase Agreement. Capitalized terms not otherwise defined shall have the meaning set forth in the Purchase Agreement.

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