AGREEMENT

     

    Agreement dated this 29th day of
March, 2010, by and among Barron Partners LP, a Delaware limited partnership
(“Barron”), the other holders of the Company’s Series A Convertible Preferred
Stock (together with Barron, the “Preferred Holders”), and China Wind Systems,
Inc., a Delaware corporation (the “Company”).

     

    WITNESSETH:

     

               WHEREAS,
the Preferred Holders own all of the outstanding shares of the Company’s Series
A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred
Stock”), and Barron is the sole holder of common stock purchase warrants to
purchase 1,843,259 shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”) at an exercise price of $1.20 per share, and 1,985,681
shares of Common Stock at an exercise price of $1.698 per share, all of such
warrants being referred to as the “Warrants”; and

     

    WHEREAS, the Preferred Holders are
willing to eliminate and waive any rights they may have under the provisions of
the Statement of Designations (the “Statement of Designations”) relating to the
Series A Preferred Stock that provide for a reduction in the Conversion Price,
as defined in the Certificate of Designations, in the event that the Company
issues stock at a price which is less than the conversion price of the Series A
Preferred Stock; and

     

    WHEREAS, Barron is willing to delete
from the Warrants the provisions of the Warrants that provide for a reduction in
the exercise price of the Warrants in the event that the Company issues stock at
a price which is less than the exercise price of the Warrants; and

     

    WHEREAS, the Company is willing to
agree not to issue shares of Common Stock at a price, or options, warrants or
convertible securities with an exercise or conversion price, that is less than
the higher of the conversion price of the then outstanding Series A Preferred
Stock or the exercise price of the then outstanding Warrants; and

     

    WHEREAS, Barron and the other Preferred
Holders believe that the execution of this Agreement is in the best interest of
the Company;

     

    WHEREFORE, the parties do hereby agree
as follows:

     

    1.           As
of the date of this Agreement, the Conversion Price is $1.122, and each share of
Series A Preferred Stock is convertible into one-third of a share of Common
Stock.

     

    2.           Schedule
A to this Agreement sets forth the name of each Preferred Holder and the number
of shares of Series A Preferred Stock held by such Preferred
Holder.

     

    3.           Each
Preferred Holder severally agrees that from and after the date of this
Agreement, no adjustment shall be made in the Conversion Price of the Series A
Preferred Stock owned by such Holder pursuant to Section 7(b) of the Statement
of Designations, and such Preferred Holder hereby irrevocably waives any right
which such Preferred Holder and its successors and assigns may have by virtue of
the provisions of said Section 7(b).

     

    4.           The
Company agrees that, as long as any shares of Series A Preferred Stock are
outstanding, the Company will not issue shares of Common Stock at a price, or
grant options or warrants or issue convertible securities which have an exercise
or conversion price, which is less than the Conversion Price of the Series A
Preferred Stock.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    5.           Each
Preferred Holder agrees to affix the following legend on the stock certificate
representing the shares of Series A Preferred Stock owned by such Preferred
Holder:

     

    THE
HOLDER OF THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS
CERTIFICATE HAS WAIVED ANY RIGHTS SUCH HOLDER MAY HAVE TO AN ADJUSTMENT IN THE
CONVERSION PRICE OF THE SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION
7(b) OF THE STATEMENT OF DESIGNATIONS RELATING TO THE SERIES A CONVERTIBLE
PREFERRED STOCK PURSUANT TO AN AGREEMENT DATED MARCH 29, 2010 BY, AMONG OTHERS,
HOLDERS OF THE SERIES A CONVERTIBLE PREFERRED STOCK AND THE COMPANY, AND THE
COMPANY HAS AGREED NOT TO ISSUE SHARES OF COMMON STOCK AT A PRICE, OR GRANT
OPTIONS OR WARRANTS OR ISSUE CONVERTIBLE SECURITIES WHICH HAVE AN EXERCISE OR
CONVERSION PRICE, WHICH IS LESS THAN THE CONVERSION PRICE OF THE SERIES A
PREFERRED STOCK AS PROVIDED IN SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON
FILE AT THE OFFICE OF THE ISSUING CORPORATION.  THE PROVISIONS OF SAID
AGREEMENT ARE BINDING UPON THE HOLDER AND ANY TRANSFEREES, PURCHASERS,
SUCCESSORS AND ASSIGNS OF THE SERIES A CONVERTIBLE PREFERRED STOCK.

     

    6.           The
agreements set forth in this Agreement with respect to the Series A Preferred
Stock shall apply to the shares of Series A Preferred Stock presently owned by
the Preferred Holders as well as any additional shares of Series A Preferred
Stock which the Preferred Holders may subsequently acquire, and any certificates
which are hereafter issued by the Company shall bear the legend set forth in
Section 5 of this Agreement.

     

    7.           If
requested by the Company, each Preferred Holder agrees to vote in favor of an
amendment to the Company’s certificate of incorporation to (a) delete the
provisions of Section 7(b) of the Statement of Designations and (b) to include
the provisions of Sections 4 and 11 of this Agreement in the Statement of
Designations.  Prior to any such amendment, the Company and the
Preferred Holders shall treat this Agreement in the same manner as if these
provisions were included in the Statement of Designations.

     

    8.           Barron
hereby agrees that each of the Warrants is hereby amended (a) to delete Section
7(d) of such Warrant in its entirety and (b) to include Sections 9 and 11 of
this Warrant as provisions of the Warrants, with the same force and effect as if
such provisions were set forth verbatim in the Warrant.  Barron
further agrees to affix the following legend to each outstanding
Warrant:

     

    THIS
WARRANT HAS BEEN AMENDED TO DELETE SECTION 7(d) IN ITS ENTIRETY AND TO INCLUDE A
PROHIBITION ON THE ISSUANCE BY THE ISSUING COMPANY OF SHARES OF COMMON STOCK AT
A PRICE, OR THE GRANT OF OPTIONS OR WARRANTS OR THE ISSUANCE OF CONVERTIBLE
SECURITIES WHICH HAVE AN EXERCISE OR CONVERSION PRICE, WHICH IS LESS THAN THE
EXERCISE PRICE OF THIS WARRANT, ALL AS SET FORTH IN AN AGREEMENT DATED AS OF
MARCH 29, 2010 BY, AMONG OTHERS, THE ISSUING CORPORATION AND THE HOLDER OF THIS
WARRANT.  A COPY OF SUCH AGREEMENT IS ON FILE AT THE CORPORATION’S
EXECUTIVE OFFICES.

     

    9.           The
Company agrees, with respect to each Warrant and as long as such Warrant is
outstanding, that the Company will not issue shares of Common Stock at a price,
or grant options or warrants or issue convertible securities which have an
exercise or conversion price, which is less than the exercise price of the such
Warrant.

     

    
      
         

      

      
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    10.           For
the avoidance of doubt, in the event that the Company issues Common Stock as
approved by the Company’s compensation committee or board of directors as
compensation or in payment of an obligation, the Company will have been deemed
to have issued the shares for the value of the compensation or the obligation,
as the case may be.  As example,  if the Company issues 10,000
shares in lieu of a consulting payment invoiced at $10,000 or 10,000 shares to
an entity in a strategic acquisition where the acquired company is valued at
$10,000 , then, for the purposes of this Agreement, the price per Common Stock
issued shall be deemed to equal $10,000 / 10,000 shares = $1 per
share.

    


    11.           The
agreement of the Preferred Holders are several and not joint, and this Agreement
shall be binding on each Preferred Holder who executes this Agreement,
regardless of whether any other Preferred Holder executes this
Agreement.

     

    12.           This
Agreement constitutes the entire agreement of the parties, superseding all prior
or contemporaneous oral or written  agreements and understandings, and
may not be modified or amended nor may any right be waived except by a writing
which expressly refers to this Agreement, states that it is a modification,
amendment or waiver and is signed by the parties, except that (a) a waiver of
Section 4 of this Agreement shall be valid if signed by  the holders
of a majority of the then outstanding shares of Series A Preferred Stock, and
(b) a waiver of Section 9 of this Agreement shall be valid if the waiver is
signed by Barron.

     

    13.           This
Agreement shall be governed by the laws of the State of New York applicable to
agreements executed and to be performed wholly within such state, without regard
to principals of conflicts of law.

     

    14.           The
Company shall promptly provide Barron and each Preferred Holder with a copy of
the resolutions of the Company’s board of directors approving the execution and
delivery of this Agreement.

     

    IN WITNESS WHEREOF, this Agreement has
been signed by the parties on and as of the date first aforesaid.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 
      	
                                              CHINA
      WIND SYSTEMS, INC.

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                              By:

                                            	 
      
	 	 	 	      
                                              Jianhua
      WU

                                            
	 
      	 
      	 
      
	
                                              BARRON
      PARTNERS LP

                                            	 
      	
                                              EOS
      HOLDINGS, LLC

                                            
	
                                              By:
      Barron Capital Advisors, LLC, general partner

                                            	 
      	 
      
	 
      	 
      	 
      
	
                                              By:

                                            	 
      	 
      	
                                              By:

                                            	 
      
	 	      
                                              Andrew
      Barron Worden, Manager

                                            	 	 	      
                                              Jon
      Carnes, President

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                              ANCORA
      GREATER CHINA FUND, LP

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                              By:

                                            	 
      
	      
                                              Matthew
      Hayden

                                            	 	 	      
                                              John
      P. Micklitsch, Managing Partner

                                            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                              Torben
      Sommer

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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    Schedule
A

     

    List of
Holders of Series A Convertible Preferred Stock

     

    
      
        
          
            	
                    Name

                  	 	
                    Shares

                  	 
	
                    Barron
      Partners LP

                  	 	 	14,634,264	 
	
                    Eos
      Holdings LLC

                  	 	 	400,000	 
	
                    Ancora
      Greater China Fund, LP

                  	 	 	250,000	 
	
                    Matthew
      Hayden

                  	 	 	200,000	 
	
                    Torben
      Sommer

                  	 	 	50,000	 
	
                    Total

                  	 	 	15,534,264	 


          

        

      

    

     

    
      
         

      

      
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