REGULATION S TEMPORARY GLOBAL NOTE DUE 2012
THIS NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A
PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE
UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE HOLDER
HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS THAT IT HAS OBTAINED THIS
NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT, ALL OTHER
APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER
HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND
AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS
PURCHASE MONEY NOTE (OR ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT, AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND ONLY TO A
TRANSFEREE THAT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT) AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION (AS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN COMPLIANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BECOME EFFECTIVE AND IS CURRENT OR PURSUANT TO A SPECIFIC
EXEMPTION FROM REGISTRATION THAT IS AVAILABLE UNDER THE SECURITIES ACT.
THIS NOTE IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
DESCRIBED HEREIN. ANY SALE OR TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF
NO FORCE AND EFFECT, WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY
RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO
THE ISSUER OR ANY INTERMEDIARY. THIS NOTE IS NOT EXCHANGEABLE FOR DEFINITIVE
SECURITIES UNTIL THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD
SPECIFIED IN RULE 903(b)(3) AND UNTIL CERTIFICATION OF BENEFICIAL OWNERSHIP OF
THE SECURITIES BY A NON-US PERSON OR A U.S. PERSON WHO PURCHASED SECURITIES IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. EACH
TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
SET FORTH HEREIN TO THE TRANSFEREE.
THE FAILURE TO PROVIDE THE ISSUER, WITH THE APPLICABLE U.S. FEDERAL INCOME TAX
CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR
APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A "UNITED STATES PERSON"
WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN THE
IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON PAYMENTS TO THE HOLDER IN
RESPECT OF THIS NOTE.
CLEANTECH INNOVATIONS, INC.
Liaoning Creative Bellows Co., Ltd.
Liaoning Creative Wind Power Equipment Co., Ltd.
10% Promissory Note
Issuance Date: December 13, 2010
New York, NY
Principal Amount: U.S. $10,000,000.00
For value received, CleanTech Innovations, Inc., a Nevada corporation (the
"Company"), Liaoning Creative Bellows Co., Ltd. and Liaoning Creative Wind Power
Equipment Co., Ltd., each