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AMENDMENT TO EQUITY PLEDGE
AGREEMENT
THIS AMENDMENT TO EQUITY PLEDGE AGREEMENT (this
“ Amendment ”) is entered into as of June 30,
2009, by and among Hangson Limited., a British Virgin Islands
company incorporated under the laws of the British Virgin Islands
(“ BVI Company ”); Suoke Clean Energy
(Tongchuan) Co., Ltd., a limited liability company organized under
the laws of the People’s Republic of China (“
PRC ”) and a wholly foreign owned enterprise (“
WFOE ”); Shaanxi Suo’ang Biological Science
& Technology Co., Ltd, a company with joint stock limited
liability organized under the laws of the PRC (“
Biological Company ”); and those shareholders of
Biological Company as set forth on the signature page (collectively
“ Pledgors ”, and with BVI Company, WFOE and
Biological Company collectively referred to as the “
Parties ”). Sino Clean Energy, Inc., a Nevada
corporation (“ Sino Clean ”), is made a party to
this Agreement for the sole purpose of acknowledging the
Agreement.
WHEREAS, BVI Company and Biological Company are
parties to that certain Consulting Services Agreement dated as of
August 18, 2006 (the “ Agreement ”), and in
connection therewith, Pledgors have pledged all of their equity
interests in Biological Company pursuant to that certain Equity
Pledge Agreement dated as of August 28, 2006 (the “ Equity
Pledge Agreement ”) as security for the performance by
Biological Company of its obligations under the
Agreement;
WHEREAS, BVI Company, Biological Company and
WFOE have entered into an Amendment to Consulting Services
Agreement dated as of even date herewith, whereby BVI Company has
assigned the Agreement and transferred all of its rights and
obligations thereunder to WFOE;
WHEREAS, Section 9 of the Equity Pledge
Agreement provides that in the event that BVI Company assigns all
of its rights and obligations under the Agreement, the assignee
shall enjoy and undertake the same rights and obligations of BVI
Company under the Equity Pledge Agreement as if the assignee
is
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