Unassociated Document


    FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT

    


    This First Amendment to the
Registration Rights Agreement (this “First
Amendment”) is made and entered into as of this ____ day of
______________, 2011, by and between CleanTech Innovations, Inc., a Nevada
company with a place of business at C District, Maoshan Industry Park, Tieling
Economic Development Zone, Tieling, Liaoning Province, China (“Company”),
and the undersigned investor (the “Investor”).

    


    RECITALS

    


    WHEREAS, Company and Investor
are parties to that certain Registration Rights Agreement, dated December 13,
2010 (“Registration
Rights Agreement”).

    


    WHEREAS, Company and Investor
desire to revise the Registration Rights Agreement to provide that no additional
common stock of the Company, par value $.00001 per share (the “Common
Stock”), may be issued in the event of a default by the Company pursuant
to Section 2(b) of the Registration Rights Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual covenants, conditions and promises set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and Investor agree to the foregoing and
as follows:


     

    1.           Definitions.  Capitalized
terms used herein shall have the meanings ascribed to them in the Registration
Rights Agreement.

     

    2.           Modification of
Section 2(b).  Section 2(b) of the Registration Rights
Agreement shall be deleted and replaced in its entirety to read as
follows:

     

    “If:  (i)
a Registration Statement is not filed on or prior to the Filing Date, or (ii)
the Company fails to file with the Commission a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act, within 5 trading
days of the date that the Company is notified (orally or in writing, whichever
is earlier) by the Commission that a Registration Statement will not be
“reviewed,” or is not subject to further review, or (iii) a Registration
Statement filed or required to be filed hereunder is not declared effective by
the Commission on or before the Effectiveness Date as a result of the failure of
the Company to meet its obligations with respect to such filing as provided for
herein, or (iv) after a Registration Statement is first declared effective by
the Commission, it ceases for any reason to remain continuously effective as to
the Registrable Securities held by the Investor, or the Investor is not
permitted to utilize the Prospectus therein to resell such Registrable
Securities, for in any such case 20 consecutive trading days but no more than an
aggregate of 30 trading days during any 12-month period (which need not be
consecutive trading days) during which the Investor is not permitted to sell
such Registrable Securities under Regulation S (any such failure or breach being
referred to as an “Event,” and for purposes of clause (i) or (iii) the date on
which such Event occurs, or for purposes of clause (ii) the date on which such 5
trading day period is exceeded, or for purposes of clause (iv) the date on which
such 20- or 30-day period, as applicable, is exceeded being referred to as
“Event Date”), then: (A) on the first Event Date to occur the Company shall pay
to such Investor an amount in cash, as liquidated damages and not as a penalty,
equal to 1.0% of the aggregate purchase price paid by such Investor pursuant to
the Subscription First Amendment for any Registrable Securities then held by
such Investor for which such Investor has not received liquidated damages
pursuant to Section 2(c) below; and (B) on each anniversary of such Event Date
(if the applicable Event, or any subsequent Event, shall not have been cured by
such date) until all Event(s) are cured, the Company shall pay to such Investor
an amount, as determined by the Company, in cash as liquidated damages and not
as a penalty, equal to 1.0% of the aggregate purchase price paid by such
Investor pursuant to the Subscription First Amendment for any Registrable
Securities then held by such Investor for which such Investor has not received
liquidated damages pursuant to Section 2(c) below.  If the Company
fails to pay any liquidated damages pursuant to this Section 2(b) in full within
seven days after the date payable, the Company will pay interest thereon at a
rate of 10% per annum (or such lesser maximum amount that is permitted to be (in
cash) paid by applicable law) to the Investor, accruing daily from the date such
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full.  The liquidated damages pursuant to the terms hereof
shall apply on a daily pro-rata basis for any portion of a year prior to the
cure of an Event.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.           Authority.  Each
party represents and warrants to the other party that this First Amendment is
being executed by the authorized representatives of each respective
party.

     

    4.           Effect of
Amendments.  Except as expressly amended herein, the terms and
conditions of the Registration Rights Agreement shall remain unchanged and in
full force and effect.

     

    5.           Miscellaneous.

     

    a.           All
covenants and agreements contained in this First Amendment by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including without limitation
transferees of any Registrable Securities), whether so expressed or
not.

     

    b.           All
notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered in person, mailed by certified or registered
mail, return receipt requested postage prepaid, or sent by telecopier, addressed
(i) if to the Company, at CleanTech Innovations, Inc., c/o The Newman Law Firm,
PLLC, 44 Wall Street, 20th Floor,
New York, New York 10005 USA, Attn: Robert Newman, Esquire; phone (212)
248-1001; facsimile (212) 202-6055; and (ii) if to any holder of Registrable
Securities, to it at such address as may have been furnished to the Company or
its counsel in writing by such holder; or, in any case, at such other address or
addresses as shall have been furnished, in writing to the Company or its counsel
(in the case of a holder of Registrable Securities) or to the holders of
Registrable Securities (in the case of the Company) in accordance with the
provisions of this paragraph.

     

    c.           This
First Amendment shall be governed by and construed under the laws of the State
of New York, without giving effect to principles of conflicts of
laws.  The Company and Investor (i) agree that any legal suit, action
or proceeding arising out of or relating to this First Amendment shall be
instituted exclusively in any state court located in New York, New York or in
the United States District Court for the Southern District of New York, (ii)
waive any objection which the Company or Investor may have now or hereafter to
the venue of any such suit, action or proceeding, and (iii) irrevocably consent
to the jurisdiction of any state court located in New York, New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding.  The Company and Investor further agree to
accept and acknowledge service of any and all process which may be served in any
such suit, action or proceeding in any state court located in New York, New
York, or in the United States District Court for the Southern District of New
York and agree that service of process upon the Company or Investor mailed by
certified mail, return receipt requested, postage prepaid, to, in the case of
the Company, the Company’s address, and in the case of the Investor, to the
Investor’s address as set forth on the Company’s books and record, shall be
deemed in every respect effective service of process upon the Company, in any
such suit, action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS FIRST AMENDMENT OR ANY DOCUMENT OR FIRST AMENDMENT
CONTEMPLATED HEREBY.

     

    
      
         

      

      
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    d.           In
the event of a breach by the Company or by the Investor of any of their
obligations under this First Amendment, the Investor or the Company, as the case
may be, in addition to being entitled to exercise all rights granted by law and
under this First Amendment, including recovery of damages, will be entitled to
specific performance of its rights under this First Amendment.  The
Company and the Investor agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this First Amendment and hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

     

    e.           This
First Amendment may not be amended or modified except by a written amendment by
the Company and the Investor.

     

    f.           Failure
of any party to exercise any right or remedy under this First Amendment or
otherwise, or delay by a party in exercising such right or remedy, shall not
operate as a waiver thereof.  No waiver shall be effective unless and
until it is in writing and signed by the party granting the waiver.

     

    g.           This
First Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.  This First Amendment, once executed by a party, may
be delivered to the other party hereto by facsimile transmission of a copy of
this First Amendment bearing the signature of the party so delivering this First
Amendment.

     

    h.           If
any provision of this First Amendment shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this First Amendment, and this First
Amendment shall be carried out as if any such illegal, invalid or unenforceable
provision were not contained herein.

     

    
      
         

      

      
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    i.           This
First Amendment and the Registration Rights Agreement constitute the entire
agreement among the Company and the Investor relative to the subject matter
hereof and supersedes in its entirety any and all prior agreements,
understandings and discussions with respect thereto.

     

    j.           The
headings of the sections of this First Amendment are for convenience and shall
not by themselves determine the interpretation of this First
Amendment.

     

    [Signature
Page Follows]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, Company
and Investor have executed this First Amendment to the Registration Rights
Agreement as of the date first above written.

    
    

     

    
      	      
              CLEANTECH
      INNOVATIONS, INC.

            	 	      
              INVESTOR

                    
                ENTITY
      NAME

              

            
	 	 	 
	      
              Name:
      Bei Lu

              Title:
      President & Chief Executive
      Officer   

            	 	 
	 	 	
              Name:

              Title: