UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
China
Solar & Clean Energy Solutions, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
24688L102
(CUSIP
Number)
Joseph P.
Bartlett, Esq.
Greenberg
Glusker Fields Claman & Machtinger LLP
1900
Avenue of the Stars, Suite 2100
Los
Angeles, CA 90067
(310)
201-7481
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications)
August
13, 2008
(Date of
Event which Requires Filing of this Statement)
If the
reporting person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7(b) for other
parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(1)
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person
David Gelbaum, Trustee, The Quercus
Trust
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(2)
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(A)
/X/
(B)
/
/
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(3)
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SEC
Use Only
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(4)
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Source of Funds (See Instructions)
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(5)
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d) or 2(e)
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/ /
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(6)
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Citizenship or Place of Organization
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(7)
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Sole
Voting Power
-0-
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Number of Shares
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Beneficially Owned
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(8)
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Shared Voting Power
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by Each Reporting
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Person With
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(9)
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Sole Dispositive Power
-0-
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(10)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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(12)
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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/ /
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(13)
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Percent
of Class Represented by Amount in Row (11)
12.3%(1)
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(14)
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Type
of Reporting Person (See Instructions)
IN
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_________________
(1) Based
on 15,799,450 shares of Common Stock outstanding, as reported on the Issuer’s
Quarterly Report on Form 10-Q filed on November 14,
2008.
(1)
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person
Monica Chavez Gelbaum, Trustee, The Quercus
Trust
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(2)
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(A)
/X/
(B)
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/
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(3)
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SEC
Use Only
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(4)
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Source of Funds (See Instructions)
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(5)
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d) or 2(e)
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/ /
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(6)
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Citizenship or Place of Organization
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(7)
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Sole
Voting Power
-0-
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Number of Shares
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Beneficially Owned
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(8)
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Shared Voting Power
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by Each Reporting
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Person With
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(9)
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Sole Dispositive Power
-0-
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(10)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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(12)
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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/ /
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(13)
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Percent
of Class Represented by Amount in Row (11)
12.3%(1)
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(14)
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Type
of Reporting Person (See Instructions)
IN
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_________________
(1)
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Based on 15,799,450 shares of
Common Stock outstanding, as reported on the Issuer’s Quarterly Report on
Form 10-Q filed on November 14,
2008.
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(1)
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person
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(2)
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(A)
/X/
(B)
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/
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(3)
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SEC
Use Only
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(4)
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Source of Funds (See Instructions)
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(5)
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Check if Disclosure of Legal
Proceedings is Required Pursuant to
Items
2(d) or 2(e)
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/ /
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(6)
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Citizenship or Place of Organization
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(7)
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Sole
Voting Power
-0-
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Number of Shares
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Beneficially Owned
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(8)
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Shared Voting Power
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by Each Reporting
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Person With
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(9)
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Sole Dispositive Power
-0-
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(10)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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(12)
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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/ /
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(13)
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Percent
of Class Represented by Amount in Row (11)
12.3%(1)
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(14)
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Type
of Reporting Person (See Instructions)
OO
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_________________
(1) Based
on 15,799,450 shares of Common Stock outstanding, as reported on the Issuer’s
Quarterly Report on Form 10-Q filed on November 14, 2008.
Item
1.
This Amendment No. 2 to Schedule 13D
(this “Amendment No. 2”) amends and restates, where indicated, the statement on
Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus
Trust, David Gelbaum and Monica Chavez Gelbaum (the “Reporting Persons”) with
the Securities and Exchange Commission on August 31, 2007 (the “Initial Schedule
13D”) and prior amendment thereto Capitalized terms used in this
Amendment No. 2 but not otherwise defined herein have the meanings given to them
in the Initial Schedule 13D or prior amendment thereto.
This
Amendment No. 2 is being made to disclose the execution of two Securities
Purchase Agreements, both dated August 13, 2008 (the “Agreements”), pursuant to
which the Reporting Persons disposed, in the aggregate, 500,000 shares of Common
Stock at $1.00 per share. The total sale price of these private
placements was $500,000.00. A form of the Agreements are
attached hereto as Exhibit “B” and “C” and incorporated herein by this
reference.
Item
5. Interest in Securities of the Issuer
(a)
As
of the date of this Amendment No. 2, each reporting person beneficially owns
1,949,283 shares of Common Stock, which are held of record by the
Trust.
(b)
Each
of David Gelbaum and Monica Chavez Gelbaum, acting alone, has the power to
exercise voting and investment control over the shares of Common Stock owned by
the Trust.
(c)
On
August 13, 2008, the Reporting Persons entered into (i) a Security Purchase
Agreement to sell 325,000 shares of Common Stock for a sale price of $1.00 per
share (the terms and conditions of the this sale are set forth in Exhibit “B”),
and (ii) a Security Purchase Agreement to sell 175,000 shares of Common Stock
for a sale price of $1.00 per share (the terms and conditions of the this sale
are set forth in Exhibit “C”).
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships
With
Respect
to Securities of the Issuer
(a) Pursuant
to the Power of Attorney filed as Exhibit “B” to Amendment No. 2 to Schedule 13D
filed on August 24, 2007 with respect to the issuer Emcore Corp., David Gelbaum
has been appointed as Monica Chavez Gelbaum’s Attorney-In-Fact.
(b) Securities
Purchase Agreement dated August 13, 2008 for the sale of 325,000
shares.
(c) Securities
Purchase Agreement dated August 13, 2008 for the sale of 175,000
shares.
Item
7. Material to Be Filed as Exhibits
Exhibit
A: Agreement Regarding Joint Filing of Schedule 13D.
Exhibit
B: Form of Securities Purchase Agreement dated August 13, 2008 for
the sale of 325,000 shares.
Exhibit
C: Form of Securities Purchase Agreement dated August 13, 2008 for
the sale of 175,000 shares.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct and agrees that this statement may be filed jointly with
the other undersigned parties.
Dated:
November 25, 2008
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/s/
David Gelbaum
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David
Gelbaum, Co-Trustee of The Quercus Trust
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/s/
David Gelbaum
, as Attorney-In-Fact for Monica Chavez
Gelbaum
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Monica
Chavez Gelbaum, Co-Trustee of The Quercus Trust
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/s/
David Gelbaum
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The
Quercus Trust, David Gelbaum, Co-Trustee of The Quercus
Trust
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Exhibit
A
Agreement Regarding Joint
Filing of Amendment No. 2 to Schedule 13D
The
undersigned agree that the Amendment No. 2 to Schedule 13D with respect to the
Common Stock of China Solar & Clean Energy Solutions, Inc. is a joint filing
being made on their behalf.
.
Dated:
November 25, 2008
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/s/
David Gelbaum
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David
Gelbaum, Co-Trustee of The Quercus Trust
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/s/
David Gelbaum
, as Attorney-In-Fact for Monica Chavez
Gelbaum
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Monica
Chavez Gelbaum, Co-Trustee of The Quercus Trust
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/s/
David Gelbaum
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The
Quercus Trust, David Gelbaum, Co-Trustee of The Quercus
Trust
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Exhibit
B
STOCK
PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(the
"Agreement')
is made and
entered into as of this 13
th
day of August, 2008 between Hun-Mei 21st Century Partners L.P. (the
"Purchaser")
and Quercus
Trust (the
"Seller").
WITNESSETH:
WHEREAS
, the Seller is the beneficial owner of
325,000 shares of common stock, $.0001 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 Three
Hundred Twenty Five Thousand ($325,000.00) (the
"Purchase Price"),
to be paid
using best efforts to Seller on or before 5:00 PM EDT on August. 21st , 2008
(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.
2.2
Closing
. 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
Seller, the Purchase Price
minus commissions to the
account information
as s
et forth below:
e.
Upon receipt of the Purchase Price and
the Certificates, die Seller shall notify the Purchaser of the receipt of the
Purchase Price and the Certificates, at which
time the Seller 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
.
f. Escrow
Agent shall deliver to Purchaser the Certificates in accordance with this
Securities Purchase Agreement.
3.
Representations
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
the shares represented by this certificate have not been registered under the
Securities Act of 1933. Seller
shall
assign Seller's rights
under the February 2008 purchase documents with
the
Company to Purchaser and
take
commercially reasonable
efforts to provide Purchaser
all such
rights,
provided
that Purchaser
h
e
reby agrees, for the benefit of the
Company, to be subject to
all terms and
conditions of
such
documents.
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 Seller 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 a
uthority 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.
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 be
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
p
arties 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
Sur
viv
al
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.
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SELLER
:
Quercus Trust
By:
David
Gelbaum: Trustee
PURCHASER
:
Hua-Mei 21st Century Partners L.P.
By:
|
Exhibit C
STOCK
PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(the
“
Agreement
”) is
made and entered into
as of this 13
th
day of
August, 2008 between Guerrilla Partners L.P. (the “
Purchaser
”)
and Quercus Trust (the
“
Seller
”).
WITNESSETH:
WHEREAS
, the Seller is the
beneficial owner of 175,000 shares of common stock, $.000l 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 One Hundred Seventy Five Thousand ($175,000.00) (the “
Purchase
Price
”),
to be
paid using best efforts to Seller on or before 5:00 PM EDT on August 21st, 2008
(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.
2.2
Closing.
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
Seller, the Purchase Price minus commissions to the account information as set
forth below:
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 Seller 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.
f. Escrow
Agent shall deliver to Purchaser the Certificates in accordance with this
Securities Purchase Agreement.
3.
Representations
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 the shares
represented by this
certificate have not been registered under the Securities Act of 1933.
Seller shall assign Seller's rights under the February 2008 purchase documents
with the Company to Purchaser and take commercially reasonable efforts to
provide Purchaser all such rights, provided that Purchaser hereby agrees, for
the benefit of the Company, to be subject to all terms and conditions of such
documents.
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 Seller 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 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.
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 and principles.
4.7
Binding
Effect; Assignment
. This Agreement and the various rights and obligations
arising hereunder shall inure to the benefit of and be binding upon the Seller
and the Purchase and their respective heirs, successors and
assigns. Neither this Agreement nor any of the rights, interests or
obligation 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 obligation hereunder in violation of the terms hereof shall be void and of no
force or effect.
4.8
Survival
of Representation 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.
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:
David
Gelbaum: Trustee
PURCHASER:
Guerrilla
Partners L.A.
By:
C-4
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