STOCK
PURCHASE AGREEMENT
THIS STOCK PURCHASE
AGREEMENT
(the
"
Agreement
”)
is made and entered
into as of this 13th day of November,
2009 between Deli Du (the
"
Purchaser
")
and Quercus
Trust
(the “
S
eller
").
WITNESSETH:
WHEREAS
, the Seller is the
beneficial owner of 2,348,943 shares of common stock, $0.001 par value per share
(the
"
Shares
"),
of China Solar &
Clean Energy Solutions, Inc.(the
"
Company
");
and
WHEREAS
, the Seller desires to
sell to the Purchaser, and the Purchaser :desires to purchase from the Seller,
upon and subject to the terms and conditions set forth herein, the
Shares.
NOW, THEREFORE,
in
consideration of the promises and the mutual covenants and agreements of the
parties herein contained, the Seller and the Purchaser hereby agree as
follows;
1.
Recitals.
The foregoing recitals are hereby incorporated herein by reference and
acknowledged as true and correct by the parties hereto.
2.
Sale and Purchase of
Shares.
2.1
Seller will
sell to Purchaser and Purchaser agrees to purchase the
shares from Seller in
exchange for the payment of Four Hundred Sixty Nine Thousand Seven Hundred
Eighty Eight US Dollars ($469,788,00) (the
"
Purchase
Price
"),
to be
paid to Seller on or before 5:00 PM EDT on November 23rd, 2009 (the
"
Closing
"),
which shall be deposited
in the escrow account of the Escrow Agent (Escrow LLC) and shall be payable
pursuant to the terms set forth below. A commission in the amount of Seventy
Thousand Four Hundred Sixty Eight US Dollars ($70,468.00) will be paid to
National Securities upon the closing minus Escrow Agent fees.
2.2
Cl
osing
. On or before
the Closing the Parties shall perform, in order:
a.
Purchaser shall deliver to Seller a copy of this Agreement executed by
Purchaser;
b.
Seller shall deliver a fully executed copy of this Agreement to
Purchaser;
c.
Seller shall deliver under reasonable time to the Escrow Agent (Escrow LLC)
certificates representing the Shares in negotiable form with stock transfer
powers
(containing
a signature guarantee acceptable to the Company's transfer agent) attached
thereto (collectively, the
"
Certificates
").
Escrow Agent (Escrow LLC)
will have the certificates re cut into the names of the purchaser and then the
transfer agent will issue to all respective parties the certificates underlying
this Securities Purchase Agreement;
d.
Purchaser shall wire to the Escrow Agent (Escrow LLC) and Escrow Agent (Escrow
LLC) to Seiler, the Purchase Price minus commissions to the account information
as set forth below:
Escrow
Agent International Wiring Instructions
Correspondent
Bank.. Wells Fargo Bank, San Francisco, CA
SWIFT#:
WFB111S6S
Credit
Account #: xxx-xx-xxxxx
Virginia
Commerce Bank
FBO
Account Narne.. Escrow, LLC
Account:
xxxxxxxx
QUERCUS
WIRING INSTRUCTIONS
Bank:
CITIBANK N.A.
ABA
#:
021000089
For
Credit: COLUMN SACKS & CO
Account
#:
xxxx-xxxx
Phone #:
212-357-2298
For
Benefit: The Quercus Trust 7/12/96
Acct
#:
e. Upon
receipt of the Purchase Price and the Certificates, the Seller shall notify the
Purchaser of the receipt of the Purchase Price and the Certificates, at which
time the Seiler will deliver all shares underlying this Securities Purchase
Agreement. The Seller, and such authorizations shall be in writing delivered via
facsimile to the Escrow Agent (Escrow LLC).
f. Escrow
Agent (Escrow LLC) shall deliver to Purchaser the Certificates in accordance
with this Securities Purchase Agreement.
3.
R
epresentations and
Warranties of the Seller.
The Seller hereby
represents
and warrants to the Purchaser as follows:
3.1
Ownership
of Shares
. The Shares are (a) owned solely by the Seller; (b) free and
clear of any and all liens, encumbrances, claims, charges and assessments; and
(c) subject to no options, agreements, or restrictions with respect to
transferability. Please note that some of the shares represented in this
transaction have not been registered under the Securities Act of 1933. All of
the representations underlying the transaction of February 2008 will transfer
with these shares (le: make good provision and liquidated damages).
3.2
Authorization
.
The Seller has all requisite power, legal capacity and authority to enter into
this Agreement and to assume and perform its obligations hereunder. This
Agreement, when duly executed and delivered by the Seller, will constitute a
legal, valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except as the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies.
3.3
Approvals
and Consents
. No action, approval, consent or authorization,
including but not limited to, any action, approval, consent or authorization by
any governmental or quasi-governmental agency, commission, board, bureau or
instrumentality is necessary or required as to the Seller in order to constitute
this Agreement as a valid, binding and enforceable obligation of the Seiler in
accordance with its terms.
4.
Representations and Warranties of the
Purchaser
. The Purchaser hereby represents and warrants to the Seller as
follows:
4.1
Authorization
.
The Purchaser has all requisite power, legal capacity and authority to enter
into this Agreement and to assume and perform their obligations hereunder. This
Agreement, when duly executed and delivered by the Purchaser, will constitute a
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as the enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies. The purchaser is buying these
shares for their own account and not for a resale or distribution in the United
States.
4.2
Approvals
and Consents
. No action, approval, consent or authorization, including,
but not limited to, any action, approval, consent or authorization by any
governmental or quasi-governmental agency, commission, board, bureau or
instrumentality is necessary or required as to it in order to constitute this
Agreement as a valid, binding and enforceable obligation of it in accordance
with its terms.
4.3
Accredited
Investor
. The Purchaser is an "accredited investor," as such term is
defined in Rule 501 of Regulation D promulgated under the Securities, and the
Purchaser is able to bear the economic risk of an investment in the
Shares.
4.4
Entire
Agreement; Amendment and Waiver
. Except as set forth herein, no
representations or warranties have been made to the Purchaser by the Seller, and
in purchasing the Shares, the Purchaser is not relying upon any representations
other than those specifically Contained herein, This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
contained herein and supersedes all prior oral or written agreements, if any,
between the parties hereto with respect to such subject matter and, except as
otherwise expressly provided herein, is not intended to confer upon any other
person any rights or remedies hereunder. Any amendments hereto or modifications
hereof must be made in writing and executed by each of
the
parties hereto. Any failure by the Seller or the Purchaser to enforce any rights
hereunder shall not be deemed a waiver of such rights.
4.5
Fairness
of Purchase Price
. The Purchaser and the Seller hereby acknowledge, as
evidenced by their signatures hereto, that (a) the Purchase Price paid for the
Shares is fair, equitable and valid; and (b) the Company's common stock is
subject to market forces which will result in variances in the value thereof;
which variances may be significant.
4.6
Governing
Law
. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without giving effect to conflict of
laws principles.
4.7
Binding
Effect; Assignment
. This Agreement and the various rights and obligations
arising hereunder shall inure to the benefit of and he binding upon the Seller
and the Purchaser and their respective heirs, successors and assigns. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be transferred or assigned (by operation of law or otherwise) by any of the
parties hereto without the prior written consent of the other party hereto. Any
transfer or assignment of any of the rights, interests or obligations hereunder
in violation of the terms hereof shall be void and of no force or
effect.
4.8
Survival
of Representations and Warranties
. All representations and warranties
made by the parties to this Agreement shall survive the execution and delivery
of this Agreement.
4.9
Counterparts
.
This Agreement may be executed in any number of counterparts and each of such
counterparts shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument and shall bind all parties
signing such counterpart.
4.10
Additional
Documents
. The Purchaser and the Seller agree to execute any additional
documents reasonably required to affect a transfer of the Shares to the
Purchaser.
[Signature
Page Follows]
IN WITNESS WHEREOF
, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.
SELLER:
Quercus
Trust
By: /s/
David Gelbaum
David
Gelbaum: Trustee
PURCHASER:
Deli
Du
By: /s/
Deli Du 09.11.13
Deli
Du