8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2014

CLEANTECH INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-35002	98-0516425
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

C District, Maoshan Industry Park, Tieling Economic Development Zone, Tieling, Liaoning Province, China	112616
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (86) 0410-6129922

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2014, Cleantech Innovations, Inc. (the “Registrant”) entered into a Divesture and Exchange Agreement (the “Exchange Agreement”) with certain controlling shareholders of the Registrant, including Ping Chen, Shengfen Lin, Wenge Chen, Bei Lu and Dianfu Lu (collectively, the “Controlling Shareholders”). Bei Lu and Dianfu Lu were also officers and directors of the Registrant. The Controlling Shareholders collectively own 15,229,403 shares of the Registrant’s common stock (the “Controlling Shares”), or 61.0% of the total number of the Registrant’s outstanding shares.

Pursuant to the Exchange Agreement, the Controlling Shareholders agree to transfer all of the Controlling Shares to the Registrant in exchange for the transfer by the Registrant of its wholly owned Chinese subsidiary, Liaoning Creative Bellows Co., Ltd. (“Creative Bellows”), to the Controlling Shareholders or their designees. Creative Bellows wholly owns Lianoning Creative Wind Power Equipment Co., Ltd., a Chinese corporation which, together with Creative Bellows (the “China Subsidiaries”), represents all of the Registrant’s China-based business.

The Exchange Agreement is subject to various conditions, including that the Controlling Shares and the Registrant’s ownership interests in Creative Bellows (the “Subsidiary Interests”) be deposited into and held in escrow pursuant to the terms of a separately-executed Escrow Agreement (the “Escrow Agreement”). The release of the Controlling Shares and the Subsidiary Interests and consummation of the Exchange Agreement is further subject to the requirement that the Registrant promptly form a wholly owned British Virgin Islands corporation (the “BVI Subsidiary”). Upon formation of the BVI Subsidiary, the Registrant is required to effectuate the transfer of the Subsidiary Interests to the BVI Subsidiary followed by its transfer of all of the Registrant’s ownership interest in the BVI Subsidiary to the Controlling Shareholders. With respect to the contemplated transfer of the Controlling Shares to the Registrant, each Controlling Shareholder has executed and delivered an irrevocable proxy to Mr. Terry McEwen, formerly the Chairman of the Registrant’s Audit Committee and now the Registrant’s interim Chairman of the Board and Chief Executive Officer. As such, Mr. McEwen now has the authority to vote the Controlling Shares in his discretion. The Exchange Agreement is also subject to customary representations and warranties of the parties and provides for cross-indemnification in the case of certain liabilities to either party.

The foregoing descriptions of the Exchange Agreement and the Escrow Agreement do not purport to be complete, and are qualified in their entirety by reference to the full text of the Exchange Agreement and the Escrow Agreement, which are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

On June 11, 2014, in consideration of the Exchange Agreement and the related transactions, the Registrant’s largest creditor, NYGG (Asia) Ltd., a British Virgin Islands corporation (“NYGG”), entered into a Forbearance and Waiver Agreement with the Registrant (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, NYGG and its affiliates agree to forbear from exercising certain of their respective rights and remedies related to the Registrant’s debt obligations to them and certain events of default thereunder. The forbearance period extends from June 11, 2014 until the first to occur of (i) September 10, 2014, (ii) the transfer of the Controlling Shares to the Registrant in exchange for the transfer of the Subsidiary Interests to the Controlling Shareholders and (iii) the termination of the Exchange Agreement. Upon the earlier to occur of (i) the occurrence of a forbearance default (which includes any failure by the Registrant to comply with and/or diligently pursue the Exchange Agreement) or (ii) the expiration of the forbearance period, NYGG’s agreement to forbear shall immediately terminate and it shall thereafter be entitled to exercise all of its rights and remediates with respect to the Registrant’s debt obligations to it.

Further to the Forbearance Agreement, NYGG also agrees to unconditionally release each of the China Subsidiaries from all of their debt obligations to it. The terms of NYGG’s release and waiver are set forth in a separately-executed Release and Waiver Agreement between NYGG and each of the China Subsidiaries (the “Waiver Agreement”).

The foregoing descriptions of the Forbearance Agreement and the Waiver Agreement do not purport to be complete, and are qualified in their entirety by reference to the full text of the Forbearance Agreement and the Waiver Agreement, which are filed herewith as Exhibits 10.3 and 10.4 and are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a), (b), (c), (e)

Further to the transactions described in Item 1.01 to this Current Report on Form 8-K, the Registrant’s Board of Directors (the “Board”) determined to reconstitute the Board and replace Bei Lu as Chief Executive Officer of the Registrant.

Effective June 11, 2014, the Board accepted Bei Lu’s resignation as a director and officer of the Registrant and Terry McEwen was appointed as the Registrant’s interim Chairman of the Board and Chief Executive Officer. Ms. Liu’s resignation was made in furtherance of the agreements and transactions described in Item 1.01 to this Current Report on Form 8-K and was not the result of any disagreements between her and the Registrant.

Under the direction of Mr. McEwen, the Registrant intends to explore a strategic reorganization and/or other business opportunities, including a possible merger or similar corporate restructuring. Mr. McEwen’s compensation to serve as the Registrant’s Chairman and Chief Executive Officer has not yet been established.

Effective June 11, 2014, the Board accepted the director resignations from each of Dianfu Lu, Shuyan Liu and Zili Zhao. These resignations were made in furtherance of the agreements and transactions described in Item 1.01 to this Current Report on Form 8-K and were not the result of any disagreements between the resigning directors and the Registrant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Divesture and Exchange Agreement
10.2	Escrow Agreement
10.3	Forbearance and Waiver Agreement
10.4	Release and Waiver Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEANTECH INNOVATIONS, INC.
Date: June 13, 2014	By:	/s/ Terry McEwen
	Name:	Terry McEwen
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Divesture and Exchange Agreement
10.2	Escrow Agreement
10.3	Forbearance and Waiver Agreement
10.4	Release and Waiver Agreement

EX-10.1

Exhibit 10.1

DIVESTURE AND EXCHANGE AGREEMENT

by and between

CLEANTECH INNOVATIONS, INC.

and

the Shareholders listed on Exhibit A attached hereto.

June 11, 2014

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS			1
Section 1.01.	General		1
ARTICLE 2 CONDITIONS PRECEDENT			4
Section 2.01.	Actions as of the Effective Date		4
Section 2.02.	Financial Instruments		4
Section 2.03.	Intercompany Accounts and Agreements		4
Section 2.04.	Control of Creative Bellows		5
Section 2.05.	Intentionally Omitted		5
Section 2.06.	Conditions Precedent to the Obligations of CTek		5
Section 2.07.	Conditions Precedent to the Obligations of the Shareholders		5
Section 2.08.	Announcements and Filings		6
ARTICLE 3 THE DISTRIBUTION			6
Section 3.01.	Securities to be Purchased		6
Section 3.02.	Consideration		6
Section 3.03.	Distribution and Delivery of Creative Bellows and Shareholder Stock		6
Section 3.04.	Distribution Date		7
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS			7
Section 4.01.	Authorization; Enforceability		7
Section 4.02.	No Violation or Conflict		7
Section 4.03.	Consent of Governmental Authorities		7
Section 4.04.	No Encumbrances		7
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF CTEK			8
Section 5.01.	Organization; Standing and Power		8
Section 5.02.	Authorization; Enforceability		8
Section 5.03.	No Violation or Conflict		8
Section 5.04.	Consent of Governmental Authorities		8
Section 5.05.	Validity of Securities		8
ARTICLE 6 RELEASE; INDEMNIFICATION; EXPENSES			9
Section 6.01.	Releases		9
Section 6.02.	Indemnification by Shareholders		10
Section 6.03.	Indemnification by CTek		10
Section 6.04.	Remedies Cumulative		10
ARTICLE 7 ADDITIONAL AGREEMENTS			10
Section 7.01.	Confidentiality		10
Section 7.02.	Notification		11
Section 7.03.	Further Assurances		11
Section 7.04.	Investigation		11
ARTICLE 8 MISCELLANEOUS			11
Section 8.01.	Entire Agreement		11
Section 8.02.	Governing Law		11
Section 8.03.	Notices		11
Section 8.04.	Submission to Jurisdiction		12

Section 8.05.	Amendments	13
Section 8.06.	Assignment	13
Section 8.07.	Headings	13
Section 8.08.	Severability	13
Section 8.09.	Binding Effect	13
Section 8.10.	Schedules	13
Section 8.11.	Termination	13
Section 8.12.	Waivers; Remedies	14
Section 8.13.	Further Assurances	14
Section 8.14.	Counterparts	14
Section 8.15.	Interpretation	14
Section 8.16.	Third Party Beneficiaries	14

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EXHIBITS AND SCHEDULES

Exhibit A:	List of Shareholders
Exhibit B:	Form of Irrevocable Proxy
Exhibit C:	Form of Escrow Agreement
Exhibit D:	Form of Release
Schedule I:	Distribution of Creative Bellows Ownership Interests

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DIVESTURE AND EXCHANGE AGREEMENT

This DIVESTURE AND EXCHANGE AGREEMENT (this “Agreement”) is dated June 11, 2014 (the “Effective Date”) by and between CLEANTECH INNOVATIONS, INC., a Nevada corporation with its principal executive offices located at C District, Maoshan Industry Park, Tieling Economic Development Zone, Tieling, Liaoning Province, China 112616 (“CTek”) and the individual Shareholders set forth on Exhibit A attached hereto (the “Shareholders”). Capitalized terms used in this Agreement shall have the meanings ascribed in Section 1.01.

WHEREAS, the CTek Board has determined that it is appropriate and desirable to explore a strategic reorganization and/or business opportunities under the direction of Mr. Terry McEwen (“McEwen”); and

WHEREAS, in furtherance of the foregoing, the CTek Board has determined that it is appropriate and desirable to transfer ownership of its wholly-owned subsidiary, Liaoning Creative Bellows Co., Ltd. (“Creative Bellows”), incorporated in the province of Liaoning in the People’s Republic of China, which, in turn, wholly owns Liaoning Creative Wind Power Equipment Co., Ltd., incorporated in the province of Liaoning in the People’s Republic of China, which CTek Subsidiaries collectively represent all of CTek’s China-based business, to the Shareholders or their designees as more fully described in this Agreement; and

WHEREAS, subject to the terms and conditions contained herein, concurrently with the Distribution, the Shareholders will transfer all of the CTek Common Stock held by each of them (the “Shareholder Stock”, which amounts are set forth on Exhibit A attached hereto) to CTek as more fully described in this Agreement (the “Contribution”); and

WHEREAS, in consideration for the consummation of the transactions contemplated herein, certain of CTek’s creditors are willing to waive and release and cause to be waived and released any outstanding indebtedness owed by CTek to such creditors as more fully described in this Agreement and the Forbearance Agreement; and

WHEREAS, the parties hereto have determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Contribution and the Distribution and certain other agreements that will govern certain matters relating to the Contribution and the Distribution and the relationship of the parties prior to and following the Contribution and the Distribution.

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. General. As used in this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that following the Distribution, neither CTek nor any CTek Subsidiary shall be deemed to be an Affiliate of any member of the Creative Bellows Group and neither Creative Bellows nor any Creative Bellows Subsidiary shall be deemed to be an Affiliate of any member of the CTek Group. For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the preamble.

“Business Day” means any day other than a Saturday, Sunday or other day when banks are authorized or required by law to be closed in New York.

“Claims” shall have the meaning set forth in Section 6.02.

“Commission” means the Securities and Exchange Commission.

“Consents” means consents, approvals, waivers, clearances, exemptions, allowances, novations, authorizations, filings, registrations and notifications.

“Contribution” shall have the meaning set forth in the recitals.

“Creative Bellows Board” means the Board of Directors of Creative Bellows.

“Creative Bellows Group” means Creative Bellows and the Creative Bellows Subsidiaries.

“Creative Bellows Subsidiary” means each wholly-owned subsidiary of Creative Bellows.

“CTek” shall have the meaning set forth in the recitals.

“CTek Board” means the Board of Directors of CTek or a duly authorized committee thereof.

“CTek Common Stock” means the common stock of CTek, par value $.00001 per share.

“CTek Group” means CTek and the CTek Subsidiaries.

“CTek Indemnitees” shall have the meaning set forth in Section 6.02.

“CTek Subsidiary” means each Subsidiary of CTek other than Creative Bellows and the Creative Bellows Subsidiaries.

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“Distribution” means the transfer on the Distribution Date and as provided for in Article 3, of (i) the ownership of Creative Bellows owned by CTek to the Shareholders and (ii) the Shareholder Shares to CTek.

“Distribution Date” means the date as of which the condition precedent to the Distribution have been satisfied or waived and on which the Distribution will be effected.

“Effective Date” shall have the meaning set forth in the recitals.

“Escrow Agent” means the escrow agent set forth in the Escrow Agreement.

“Escrow Agreement” means that certain Escrow Agreement to be executed by the parties hereto and the Escrow Agent, a form of which is attached hereto as Exhibit C.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Entity” means any government or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or agency, federal, state, local, domestic, foreign or international.

“Liabilities” means any and all claims, debts, liabilities, commitments and obligations of whatever nature, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising and whether or not the same would be required by generally accepted accounting principles to be reflected as a liability in financial statements or disclosed in the notes thereto.

“Lien” means any lien, security interest, pledge, mortgage, charge, restriction, retention of title agreement or other encumbrance of whatever nature.

“McEwen” shall have the meaning set forth in the recitals.

“NASDAQ” means the NASDAQ Stock Market.

“Permits” means licenses, permits, authorizations, Consents, certificates, registrations, variances, franchises and other approvals from any Governmental Entity, including those relating to environmental matters.

“Person” means any individual, partnership, joint venture, corporation, limited liability entity, trust, unincorporated organization or other entity (including a Governmental Entity).

“Release” means that certain Release and Waiver Agreement, a form of which is attached hereto as Exhibit D.

“Representative” means, with respect to any Person, any of such Person‘s directors, managers, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

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“Shareholder(s)” shall mean each Shareholder and all of the Shareholders.

“Shareholder Indemnified Parties” shall have the meaning set forth in Section 6.03.

“Shareholder Stock” shall have the meaning set forth in the recitals.

“Subsidiary” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which such Person or any Subsidiaries of such Person controls or owns, directly or indirectly, more than 50% of the stock or other equity interest, or more than 50% of the voting power entitled to vote on the election of members to the board of directors or similar governing body.

ARTICLE 2

CONDITIONS PRECEDENT

Section 2.01. Actions as of the Effective Date.

(a) On or prior to the Effective Date:

(i) Each Shareholder shall deliver to Mr. Terry McEwen (“McEwen”) an irrevocable proxy in form and substance substantially identical to the Form of Proxy attached as Exhibit B hereto, granting a proxy to McEwen or his designee to vote the Shareholder Stock;

(ii) Each party to this Agreement and Escrow Agent shall have executed and delivered the Escrow Agreement;

(iii) CTek shall deposit into escrow with Escrow Agent all (100%) of the ownership interests in Creative Bellows, or such documentation as may be required to transfer such ownership interests in accordance with the terms hereof;

(iv) The Shareholders shall deposit into escrow with Escrow Agent all (100%) of the Shareholder Stock; and

(v) The Forbearance Agreement shall have been executed by the parties thereto.

Section 2.02. Financial Instruments. Each of CTek and the Shareholders represent and warrant that CTek is not a guarantor of any of Creative Bellow’s Liabilities or the Liabilities of any other CTek Subsidiary.

Section 2.03. Intercompany Accounts and Agreements. Each of CTek and the Shareholders represent and warrant that CTek does not maintain any intercompany accounts with any of Creative Bellow’s Liabilities or the Liabilities of any other CTek Subsidiary, and is not a party to any intercompany agreements with any of the foregoing.

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Section 2.04. Control of Creative Bellows.

(a) Control of Creative Bellows shall be immediately and automatically transferred to the Shareholders upon the consummation of each of the actions specified in Section 2.01. Each of CTek and the Shareholders shall take such actions and execute such documents as may be reasonably requested by any of them to effect such transfer as specified in Section 2.01(iv).

(b) CTek hereby (i) appoints Ms. Bei Lu as CTek’s true and lawful proxy and attorney-in-fact in the name and on behalf of CTek, with full power to appoint a substitute or substitutes, to vote and execute and deliver written voting consents with respect to the entirety of CTek’s ownership of Creative Bellows, to the extent and with the same effect such owner could do under any applicable laws or regulations governing the rights and powers of the owner of the Creative Bellows and (ii) hereby appoints Ms. Bei Lu to the Creative Bellows Board.

(c) CTek will promptly form a wholly-owned British Virgin Islands (“BVI”) company, and will effect a transfer of ownership to the BVI company such that the BVI Company will own all (100%) of the equity in Creative Bellows. The equity of the BVI Company will then be immediately transferred to the Shareholders in accordance with the terms hereof.

Section 2.05. Intentionally Omitted.

Section 2.06. Conditions Precedent to the Obligations of CTek. All of the obligations of CTek under this Agreement are subject to the satisfaction at or prior to the Distribution of each and every one of the following conditions:

(a) Performance. The Shareholders shall have performed and complied in all respects with all of the agreements, covenants and obligations required under this Agreement to be performed or complied with by them on or prior to the Distribution Date.

(b) Deposit of the Shareholder Stock. The Shareholder Stock and all other documents required to be delivered to the Escrow Agreement shall have been delivered to the Escrow Agent in accordance with the terms hereof and thereof.

(c) Escrow Agreement. The Escrow Agreement shall have been executed and delivered by all of the parties thereto.

Section 2.07. Conditions Precedent to the Obligations of the Shareholders. All of the obligations of the Shareholders under this Agreement are subject to the satisfaction at or prior to the Distribution of each and every one of the following conditions:

(a) Performance. CTek shall have performed and complied in all material respects with all of the agreements, covenants and obligations required under this Agreement to be performed or complied with by it on or prior to the Distribution Date.

(b) Escrow Agreement and Release. The Escrow Agreement and Release shall have been executed and delivered by the parties thereto.

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Section 2.08. Announcements and Filings. CTek shall, when appropriate and when required by applicable law, make public announcements and filings with the U.S. Securities and Exchange Commission (the “SEC”) with respect to a proposed corporate restructuring, and, without limiting the foregoing, shall endeavor to file an Information Statement on Schedule 14-f and all periodic reports on Form 8-K when and to the extent required by applicable law.

ARTICLE 3

THE DISTRIBUTION

Section 3.01. Securities to be Purchased. On and subject to the terms and conditions set forth herein, on the Distribution Date, each Shareholder shall sell to CTek, and CTek shall purchase from each Shareholder, all of the Shareholders’ right, title and interest in and to the Shareholder Stock.

Section 3.02. Consideration. The purchase price for the Shareholder Stock shall be all (100%) of the equity in Creative Bellows, representing all of CTek’s entire China based businesses, and each Shareholder (or its designee) shall receive an ownership interest in Creative Bellows as set forth in Schedule I attached hereto.

Section 3.03. Distribution and Delivery of Creative Bellows and Shareholder Stock.

(a) Subject to the terms and conditions of this Agreement and including but not limited to the requirements of Article 2, on the Distribution Date, McEwen shall immediately instruct the Escrow Agent to (a) to deliver the Shareholder Stock to CTek, and (b) transfer the ownership of Creative Bellows by transfer of the BVI Company to the Shareholders.

(b) On the Distribution Date, the Shareholders shall deliver, or cause to be delivered, to CTek: (i) the Shareholder Stock in accordance with the procedures described herein, free and clear of any and all claims, charges, security interests, pledges, encumbrances or other Liens of any nature whatsoever and together with all accrued benefits and rights attaching thereto; (ii) such other documents as may be specified or required to satisfy the conditions set forth herein; and (iii) such other documents and instruments as CTek may reasonably request.

(c) On the Distribution Date, CTek shall transfer or cause to be transferred to the Shareholders or their designees: (i) ownership of Creative Bellows in accordance with the procedure described herein, free and clear of any and all claims, charges, security interests, pledges, encumbrances or other Liens of any nature whatsoever and together with all accrued benefits and rights attaching thereto; and (ii) such other documents as the Shareholders may reasonably request.

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(d) The transfer of the Shareholder Stock will be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. The transfer of the ownership of Creative Bellows shall be effected in accordance with applicable law and, by transfer of the BVI Company.

Section 3.04. Distribution Date. All proceedings to be taken and all documents to be executed on the Distribution Date shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

In order to induce CTek to enter into this Agreement and to consummate the transaction contemplated hereby, the Shareholders, individually and collectively, make the representations and warranties set forth below to CTek and each of its creditors:

Section 4.01. Authorization; Enforceability. The Shareholders have all necessary right and authority to execute, deliver and perform all of their respective obligations under this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholders, and constitutes the legal, valid and binding obligation of the Shareholders, enforceable in accordance with its terms, except to the extent that its enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 4.02. No Violation or Conflict. The execution, delivery and performance of this Agreement by the Shareholders and the consummation by the Shareholders of the transactions contemplated hereby: (a) do not and will not violate or conflict with any provision of law or regulation, or any writ, order, judgment or decree of any court or Governmental Entity; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any Consent under, or result in the creation of any charge, encumbrance or other Lien upon any property or assets of the Shareholders pursuant to any instrument or agreement to which the Shareholders are a party or by which the Shareholders or their properties may be bound or affected, other than instruments or agreements as to which Consent shall have been obtained at or prior to the Effective Date.

Section 4.03. Consent of Governmental Authorities. Other than in connection with the Securities Act, the Exchange Act and the rules of any applicable stock exchange, no Consent, approval or authorization of, or registration, qualification or filing with any Governmental Entity is required to be made by the Shareholders in connection with the execution, delivery or performance by the Shareholders of this Agreement or the consummation by the Shareholders of the transactions contemplated hereby.

Section 4.04. No Encumbrances. When transferred to the Escrow Agent and distributed CTek in accordance with this Agreement, the Shareholder Stock shall be free and clear of all Liens.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF CTEK

In order to induce the Shareholders to enter into this Agreement and to consummate the transaction contemplated hereby, CTek makes the representations and warranties set forth below to the Shareholders and creditors of CTek:

Section 5.01. Organization; Standing and Power. CTek is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

Section 5.02. Authorization; Enforceability. The execution, delivery and performance of this Agreement by CTek and the consummation by CTek of the transactions contemplated hereby have been duly authorized by all requisite corporate action (including, without limitation, Consent of CTek’s shareholders). This Agreement has been duly executed and delivered by CTek, and constitutes the legal, valid and binding obligation of CTek, enforceable in accordance with its terms, except to the extent that its enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 5.03. No Violation or Conflict. The execution, delivery and performance of this Agreement by CTek and the consummation by CTek of the transactions contemplated hereby: (a) do not and will not violate or conflict with any provision of law or regulation, or any writ, order, judgment or decree of any court or Governmental Entity, or any provision of CTek’s Articles of Incorporation or Bylaws; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance, or require any Consent under, or result in the creation of any charge, encumbrance or other Lien upon any property or assets of CTek pursuant to any material instrument or agreement to which CTek is a party or by which CTek or its properties may be bound or affected, other than instruments or agreements as to which Consent shall have been obtained at or prior to the Effective Date.

Section 5.04. Consent of Governmental Authorities. Other than in connection with the Securities Act, the Exchange Act and the rules of NASDAQ, as applicable, no Consent, approval or authorization of, or registration, qualification or filing with any Governmental Entity is required to be made by CTek in connection with the execution, delivery or performance by CTek of this Agreement or the consummation by CTek of the transactions contemplated hereby.

Section 5.05. Validity of Securities. When distributed to the Shareholders in accordance with this Agreement, all of the ownership interest in Creative Bellows shall be duly and validly authorized, legally issued and outstanding, fully paid and non-assessable, shall not have been issued in violation of the preemptive rights of any Person, and shall be free and clear of all Liens.

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ARTICLE 6

RELEASE; INDEMNIFICATION; EXPENSES

Section 6.01. Releases.

(a) Effective as of the Distribution Date and except as otherwise provided herein, each of the Shareholders, on behalf of themselves and their respective executors, heirs, administrators, Affiliates, assigns and any other Person claiming by, through or under such Shareholder hereby waives, releases covenants not to sue and forever discharges each of CTek and its Affiliates and each of CTek’s creditors and their respective Affiliates, officers, managers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities) and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, from and with respect to any and all debts, demands, actions, causes of action, suits, covenants, contracts, agreements, promises, tort damages, claims, demands and any other Liabilities whatsoever of every name and nature, both in law and in equity (the “Claims”), which such Shareholder has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by CTek, any creditor of CTekor any of their Representatives or Affiliates occurring or failing to occur or any conditions existing at or prior to the Distribution; provided, however, that the foregoing general release shall not apply to any Liabilities arising from the failure of CTek to perform its obligations under this Agreement. Each of the Shareholders represents that such Shareholder has not assigned, transferred, or purported to assign any Claim or any portion of any Claim or interest therein. Each Shareholder further waives any rights to any monetary recovery from any action pursued against either of CTek or any creditor of CTek by any Governmental Entity.

(b) Each Shareholder acknowledges that it has been advised by its legal counsel that, under the laws of certain jurisdictions, a general release does not extend to claims which the creditor does not know or suspect to exist in such Person’s favor at the time of executing the release, which if known by such Person must have materially affected such Person’s settlement with the debtor. Being aware of the foregoing, each Shareholder hereby expressly waives any rights such Shareholder may have under any statutes or common law principles of similar effect.

(c) Effective as of the Distribution Date and except as otherwise provided herein, CTek, on behalf of itself and its respective administrators, Affiliates, assigns and any other Person claiming by, through or under CTek hereby waives, releases covenants not to sue and forever discharges each Shareholder and such Shareholder’s respective Affiliates and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, from and with respect to any and all Claims which CTek has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by any of the Shareholders or their Representatives or Affiliates occurring or failing to occur or any conditions existing at or prior to the Distribution; provided,

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however, that the foregoing general release shall not apply to any Liabilities arising from the failure of any Shareholder to perform its obligations under this Agreement. CTek represents that CTek has not assigned, transferred, or purported to assign any Claim or any portion of any Claim or interest therein. CTek further waives any rights to any monetary recovery from any action pursued against a Shareholder or any creditor of a Shareholder by any Governmental Entity.

Section 6.02. Indemnification by Shareholders. Each Shareholder shall defend, indemnify and hold harmless CTek, each creditor of CTek and each of their respective Representatives and Affiliates (collectively, the “CTek Indemnified Parties”) from and against any and all Claims, Liabilities and other expenses, including reasonable attorneys’ fees and expenses, incurred by any Indemnified Party arising out of or in connection with any misrepresentation, breach of warranty or non-fulfillment of any obligation on the part of any Shareholder under this Agreement.

Section 6.03. Indemnification by CTek. CTek shall defend, indemnify and hold harmless the Shareholders, each creditor of CTek and each of their respective Representatives and Affiliates (collectively, the “Shareholder Indemnified Parties”) from and against any and all Claims, Liabilities and other expenses, including reasonable attorneys’ fees and expenses, incurred by any Shareholder Indemnified Party arising out of or in connection with any misrepresentation, breach of warranty or non-fulfillment of any obligation on the part of CTek under this Agreement.

Section 6.04. Remedies Cumulative. The remedies provided in this Article 6 shall be cumulative and shall not preclude assertion by any party of any other rights or the seeking of any and all other remedies against any other party.

ARTICLE 7

ADDITIONAL AGREEMENTS

Section 7.01. Confidentiality. Except as otherwise required in the performance of obligations under this Agreement and except as otherwise required by law, any nonpublic information received by a party hereto or its Representatives from any other party shall be kept confidential and shall not be used or disclosed for any purpose other than in furtherance of the transaction contemplated by this Agreement. The obligation of confidentiality shall not extend to information (a) which is or shall become generally available to the public other than as a result of an unauthorized disclosure by a party to this Agreement or a Person to whom a party has provided such information, (b) which is or becomes known by or available to a party to this Agreement on a nonconfidential basis prior to its disclosure by one party to the other pursuant to this Agreement, or (c) which is or becomes available to a party on a nonconfidential basis from a source other than a party to this Agreement. Upon termination of this Agreement, each party shall promptly return any confidential information received from the other party and, upon request, shall destroy any copies of such information in its possession. The covenants of the parties contained in this Section 7.01 shall survive any termination of this Agreement.

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Section 7.02. Notification. Each party to this Agreement shall promptly notify the other parties in writing of the occurrence, or pending or threatened occurrence, of any event that would constitute a breach or violation of this Agreement by any party or that would cause any representation or warranty made by the notifying party in this Agreement to be false or misleading in any respect. Any such notification shall not limit or alter any of the representations, warranties or covenants of the parties set forth in this Agreement nor any rights or remedies a party may have with respect to a breach of any representation, warranty or covenant.

Section 7.03. Further Assurances. The parties hereto shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement including, without limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable to transfer ownership of the Shareholder Stock and Creative Bellows and to consummate the transactions contemplated by this Agreement.

Section 7.04. Investigation. The representations, warranties, covenants and agreements set forth in this Agreement shall not be affected or diminished in any way by any investigation (or failure to investigate) at any time by or on behalf of the party for whose benefit such representations, warranties, covenants and agreements were made. All statements contained herein or in any schedule, certificate, exhibit, list or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties for purposes of this Agreement.

ARTICLE 8

MISCELLANEOUS

Section 8.01. Entire Agreement. This Agreement, including any annexes, schedules and exhibits hereto and the Escrow Agreement will together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.

Section 8.02. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

Section 8.03. Notices. All notices, demands, or other communications hereunder shall be in writing and given to the Person(s) to whom the notice is directed, either by: (a) actual delivery at the address(es) stated below, including a national overnight delivery service, which shall be deemed effective at the time of actual delivery; (b) certified mail, return receipt requested, addressed as stated below, posted and deposited with the U.S. Postal Service, which shall be deemed effective three Business Days after being so deposited; (c) facsimile

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transmission to the facsimile transmission number stated below, provided that there is contemporaneous deposit of such notice with a national overnight delivery service addressed as stated below, which notice shall be deemed effective upon the earlier to occur of: (i) completion of the facsimile transmission; or (ii) actual delivery; or (d) e-mail transmission to the e-mail address stated below, provided that there is simultaneous deposit of such notice with a national overnight delivery service addressed as stated below, which notice shall be deemed effective upon the earlier to occur of: (i) completion of the e-mail transmission; or (ii) actual delivery by the overnight delivery service. All notices, demands, or other communications hereunder shall be addressed as follows:

If to CTek:	CleanTech Innovations, Inc.
	C District, Maoshan Industry Park,
	Tieling Economic Development Zone,
	Tieling, Liaoning Province, China 112616
	Attention: Bei Lu
	Tel: 86-13904026412
	Email: beilv2010@163.com
with a copy to:	Stevens & Lee P.C.
	1818 Market St., 29th Fl.
	Philadelphia, PA 19103 U.S.A.
	Attn: William W. Uchimoto, Esq
	Tel: (215)751-2876
	Fax: 610-371-7742
	Email: wwu@stevenslee.com
and copy to:	Holland & Knight LLP
	31 West 52nd Street
	New York, New York 10019 U.S.A.
	Attention: Neal N. Beaton, Esq.
	Tel: (212) 513-3470
	Fax: (212) 341-7103
	Email: neal.beaton@hklaw.com
If to the Shareholders:	C District, Maoshan Industry Park,
	Tieling Economic Development Zone,
	Tieling, Liaoning Province, China 112616
	Attention: Bei Lu
	Tel: 86-13904026412
	Email: beilv2010@163.com

Section 8.04. Submission to Jurisdiction.

(a) Each party hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding.

(b) Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Escrow Agreement in any court referred to this Section 8.04 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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Section 8.05. Amendments. This Agreement cannot be amended, modified or supplemented except by a written agreement executed by each of the parties hereto.

Section 8.06. Assignment. No party will convey, assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written Consent of the other party in its sole and absolute discretion. Any conveyance, assignment or transfer requiring the prior written Consent of another party pursuant to this Section 8.06 which is made without such Consent will be null and void, ab initio. No assignment of this Agreement will relieve the assigning party of its obligations hereunder.

Section 8.07. Headings. The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof, Unless otherwise specified, all references herein to numbered articles or sections are to articles and sections of this Agreement and all references herein to schedules are to schedules to this Agreement.

Section 8.08. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the transactions contemplated hereby is affected in any manner adverse to any party as a result thereof, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

Section 8.09. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective Representatives and permitted assigns.

Section 8.10. Schedules. All exhibits and schedules attached hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Capitalized terms used in the exhibits and schedules hereto but not otherwise defined therein will have the respective meanings assigned to such terms in this Agreement.

Section 8.11. Termination. This Agreement may be terminated and the Distribution abandoned at any time prior to the Distribution Date by written agreement executed by all parties hereto. In the event of such termination, no party will have any liability of any kind to any other party on account of such termination.

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Section 8.12. Waivers; Remedies. The conditions to CTek’s obligation to consummate the Distribution are for the sole benefit of CTek and may be waived in writing by CTek in whole or in part in CTek‘s sole discretion. No failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.13. Further Assurances. From time to time after the Distribution Date, as and when requested by a party hereto, the other parties shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such actions as the requesting party may reasonably request to consummate the transactions contemplated by this Agreement.

Section 8.14. Counterparts. This Agreement and any amendments, waivers, Consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.15. Interpretation. Any reference herein to any federal, state, local, or foreign law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. For the purposes of this Agreement, (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof”, “herein”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement and (c) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”.

Section 8.16. Third Party Beneficiaries. It is expressly agreed by each Party that each creditor of CTek is a third-party beneficiary of the terms and conditions of this Agreement, and each of them shall have the right to enforce any provision of this Agreement affecting their respective rights hereunder.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties as of the Effective Date.

/s/ Ping Chen	CLEANTECH INNOVATIONS, INC.
Ping Chen
	By:	/s/ Terry McEwen
/s/ Shengfen Lin		Name:	Terry McEwen
Shengfen Lin		Title:	Chief Executive Officer
/s/ Wenge Chen
Wenge Chen
/s/ Bei Lu
Bei Lu
/s/ Dianfu Lu
Dianfu Lu

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EXHIBIT A

List of Stockholders

Name	Certificate Number	Shares of CTek Common Stock
Ping Chen	Transfer Agent: Certificate # 2004		755,635
Shengfen Lin	Transfer Agent: Certificate # 2005		755,635
Wenge Chen (5% holder)	Transfer Agent: Certificate # 2003		2,117,691
Bei Lu	Transfer Agent: Certificate # 2001		9,482,751
Dianfu Lu	Transfer Agent: Certificate # 2002		2,117,691
			Total: 15,229,403

EXHIBIT B

Form of Proxy

CLEANTECH INNOVATIONS, INC.

a Nevada corporation

IRREVOCABLE PROXY COUPLED WITH AN INTEREST

The undersigned shareholder (the “Shareholder”) of CleanTech Innovations, Inc., a Nevada corporation (the “Company”) hereby appoints Mr. Terry McEwen (“McEwen”), the Company’s current Chairman of the Audit Committee, with full power of substitution, to cast all votes such Shareholder may have, as Shareholder’s proxy, at any and all meetings of the shareholders of the Company or pursuant to a written consent of the Company’s shareholders, and as such Shareholder’s proxy, to consent or dissent to any action taken without a meeting, and further makes, constitutes and irrevocably appoints McEwen to act as the true and lawful proxy and attorney-in-fact in the name and on behalf of such Shareholder, with full power to appoint a substitute or substitutes, to vote and execute and deliver written voting consents with respect to the entirety of such Shareholder’s share ownership in the Company, to the extent and with the same effect such Shareholder could do under any applicable laws or regulations governing the rights and powers of shareholders of the Company (the irrevocable proxy granted hereunder, the “Irrevocable Proxy”).

THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. This Irrevocable Proxy is being given to McEwen in connection with certain restructuring efforts to be pursued by the Company in consideration of NYGG (Asia) Ltd.’s forgiveness of certain debt owed by the Company and/or its affiliates. All power and authority conferred under this Irrevocable Proxy shall not be terminated by any act of the undersigned or by operation of law, by death or incapacity of the undersigned, by lack of appropriate power or authority, or by the occurrence of any other event or events, except as expressly provided herein. If, after the execution of this Irrevocable Proxy, any such event or events shall occur, McEwen is nevertheless authorized and directed to vote the shares in accordance with the terms of this Irrevocable Proxy as if such death, incapacity, lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. This Irrevocable Proxy shall be binding upon, and enforceable against, all beneficiaries, heirs at law, legatees, distributees, successors, assigns, transferees and legal representatives of the Shareholder.

This Irrevocable Proxy shall terminate on (i) the transfer of the shares to which this Irrevocable Proxy apply to the Company or (ii) such later time as McEwen may determine.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

The parties hereto expressly acknowledge and agree that this Irrevocable Proxy gives McEwen the exclusive right to vote (or consent) with respect to all of the Shareholder’s shares of the Company in the manner determined by McEwen in his sole and absolute discretion.

SHAREHOLDER:
Signature	Date
Name
Address

Number of Shares held by Shareholder:

2

Schedule I

Distribution of Creative Bellows Ownership Interests

Bei Lu and her designees: 100%

EX-10.2

Exhibit 10.2

ESCROW AGREEMENT

This Escrow Agreement (“Escrow Agreement”) is entered into effective June 11, 2014, among Ping Chen, Shengfen Lin, Wenge Chen, Bei Lu and Dianfu Lu (collectively the “CTek Shareholders”), CLEANTECH INNOVATIONS, INC., a Nevada corporation with its principal executive offices located at C District, Maoshan Industry Park, Tieling Economic Development Zone, Tieling, Liaoning Province, China 112616 (“CTek”) and HOLLAND & KNIGHT LLP, a Florida limited liability partnership (“Escrow Agent”). The CTek Shareholders and CTek are referred to collectively as the “Parties” and each a “Party”.

WHEREAS, the Parties are contemporaneously herewith entering into a Divestiture and Exchange Agreement in order to enable, among other things, the restructuring of CTek (the “Exchange Agreement”); and

WHEREAS, pursuant to the Exchange Agreement, each of the CTek Shareholders are to deliver to Escrow Agent the stock certificates representing their entire interests in CTek as follows:

CTek Shareholder	Certificate Number	Number of Shares
Ping Chen	2004		755,635
Shengfen Lin	2005		755,635
Wenge Chin	2003		2,117,691
Bei Lu	2001		9,482,751
Dianfu Lu	2002		2,117,691

(collectively the “CTek Stock Certificates”); and

WHEREAS, pursuant to the Exchange Agreement, CTek is to deliver to Escrow Agent evidence of its one hundred percent (100%) ownership of Liaoning Creative Bellows Co., Ltd., incorporated in the province of Liaoning in the People’s Republic of China, which, in turn, wholly owns Liaoning Creative Wind Power Equipment Co., Ltd., incorporated in the province of Liaoning in the People’s Republic of China, and such documentation required to transfer all (100%) of the ownership interest therein to the CTek Shareholders (the “China Business Ownership Evidence” and, with the CTek Stock Certificates, the “Documents”).

In consideration of the obligations set forth herein and in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals, Definitions and Conflicts. The Parties each confirm that the recitals set forth above are correct. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Exchange Agreement. To the extent of any conflict between the terms of the Exchange Agreement and this Escrow Agreement, this Escrow Agreement shall prevail.

2. General Terms of Escrow. Escrow Agent agrees to act as escrow agent in accordance with this Escrow Agreement. Each of the CTek Shareholders shall deliver their CTek Stock Certificates to Escrow Agent contemporaneously with their execution and delivery of the Agreement and this Escrow Agreement. CTek shall deliver the Creative Bellows Ownership Evidence to Escrow Agent contemporaneously with its execution and delivery of the Agreement and this Escrow Agreement. Upon receipt of the Documents, Escrow Agent shall provide the Parties with notice thereof. Escrow Agent shall not be responsible for: (a) notifying any party if the Documents are not received; or (b) any matters beyond the direct and exclusive control of Escrow Agent.

3. CTek Share Voting. During the period in which the CTek shares are held in escrow hereunder, such shares shall be voted in accordance with the direction of Mr. Terry McEwen pursuant to proxies given to him in such regard by the CTek Shareholders.

4. Transfer of China Business Ownership. Upon the transfer of the ownership of Liaoning Creative Bellows Co., Ltd. by CTek to a British Virgin Islands entity wholly-owned by it (the “BVI Company”), CTek shall transfer to Escrow Agent evidence of its ownership of the BVI Company and such evidence shall henceforth be considered to be the China Business Ownership Evidence hereunder. Upon receipt thereof, Escrow Agent shall provide the Parties with notice thereof.

5. Delivery of Documents. Upon the earlier of:

(a) notice to Escrow Agent from CTek that all conditions for the Distribution under the Exchange Agreement have been satisfied or waived and the BVI Company is the owner of Liaoning Creative Bellows Co., Ltd., which notice shall be given promptly upon the completion of such conditions; or

(b) September 10, 2014,

Escrow Agent shall deliver the Documents as follows:

(i) the CTek Stock Certificates shall be delivered to a Person designated by CTek in writing, such that the underlying shares do not become Treasury Shares pursuant to Nevada corporation law; and

(ii) the China Business Ownership Evidence shall be delivered to the CTek Shareholders.

6. Resolution of Disputes. In the event of any dispute between Parties regarding the Documents held by Escrow Agent, or in the event Escrow Agent shall receive conflicting demands or instructions with respect thereto, Escrow Agent may withhold delivery of the same to any Party until Escrow Agent receives either: (a) written instructions from the Parties with respect to the delivery of the same; or (b) an order from a court of competent jurisdiction that is binding upon Escrow Agent regarding to the delivery of the same.

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7. Interpleader. In the event of any controversy or dispute arising under or relating to this Escrow Agreement, Escrow Agent, after ten (10) days prior written notice to each Party shall have the right to initiate an interpleader action in the courts of the State of New York or of the United States of America for the Southern District of New York naming the Parties and any other parties as may be appropriate in the opinion of Escrow Agent. Each Party, jointly and severally, shall indemnify and hold Escrow Agent harmless from all costs, including attorneys’ fees, in connection with such interpleader action. If Escrow Agent gives notice to the Parties that it intends to initiate an interpleader action, and if Escrow Agent desires to represent NYGG (Asia) Ltd. (“NYGG”), (a creditor of CTek and Escrow Agent’s client in the transaction underlying this Escrow Agreement, in such interpleader action or any other action to be filed in connection with this Escrow Agreement, Escrow Agent shall include with its notice to Parties a resignation as Escrow Agent, in which event the Parties shall select a mutually acceptable third party to serve as escrow agent hereunder and to bring such interpleader action.

8. Consultation with Counsel. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

9. Release of Liability; Indemnification of Escrow Agent. Escrow Agent shall not be liable for any mistakes of fact or errors in judgment, or any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. The Parties jointly and severally agree to release and indemnify and hold Escrow Agent harmless from any and all claims, demands, causes of action, liability, damages, judgments, including the reasonable costs of defending any action against it, together with any reasonable attorneys’ fees incurred therewith (collectively “Liabilities”), in connection with Escrow Agent’s undertaking pursuant to this Escrow Agreement, unless such act or omission is a result solely of the willful misconduct or gross negligence of Escrow Agent.

10. Reliance on Documents. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statements or assertions contained in such writing or instrument, and may assume that persons purporting to give any writing, notice or instruction in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written statements or instructions delivered to it. Escrow Agent shall not be liable in any manner for confirming, or failing to confirm, the identity, authority, or rights of any party hereunder. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and there are no implied duties or obligations of Escrow Agent.

11. Limitations on Escrow Agent’s Actions. Escrow Agent shall not be required to institute or defend any action or legal process involving any matter referred to herein which in any manner affects it or its duties or liabilities hereunder unless or until requested to do so by any party hereto, and then only upon receiving full indemnity, in an amount and of such character as it shall reasonably require, against any and all Liabilities in relation thereto, except in the case of its own gross negligence or willful misconduct.

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12. Limitation on Escrow Agent’s Knowledge. Escrow Agent shall not be bound or in any way affected by any fact or circumstance affecting or alleged to affect the rights or obligations of any other person, unless it has received written notice thereof signed by a Party (a copy of any such notice shall be delivered promptly to all other Parties).

13. Resignation of Escrow Agent. Escrow Agent may resign upon thirty (30) days written notice to the Parties. If a successor escrow agent is not appointed within such 30-day period, Escrow Agent may petition any court of competent jurisdiction to name a successor.

14. Discharge of Escrow Agent. Escrow Agent shall be discharged of its obligations hereunder upon the delivery of the Documents held by it in accordance with the terms of this Escrow Agreement, including any delivery pursuant to an interpleader action.

15. Notices. All notices, demands, or other communications hereunder shall be in writing and given to the person(s) to whom the notice is directed, either by: (a) actual delivery at the address(es) stated below, including a national overnight delivery service, which shall be deemed effective at the time of actual delivery; (b) certified mail, return receipt requested, addressed as stated below, posted and deposited with the U.S. Postal Service, which shall be deemed effective three business days after being so deposited; (c) facsimile transmission to the facsimile transmission number stated below, provided that there is contemporaneous deposit of such notice with a national overnight delivery service addressed as stated below, which notice shall be deemed effective upon the earlier to occur of: (i) completion of the facsimile transmission; or (ii) actual delivery; or (d) e-mail transmission to the e-mail address stated below, provided that there is simultaneous deposit of such notice with a national overnight delivery service addressed as stated below, which notice shall be deemed effective upon the earlier to occur of: (i) completion of the e-mail transmission; or (ii) actual delivery by the overnight delivery service. All notices, demands, or other communications hereunder shall be addressed as follows:

If to CTek:	CleanTech Innovations, Inc.
	C District, Maoshan Industry Park,
	Tieling Economic Development Zone,
	Tieling, Liaoning Province, China 112616
	Attention: Bei Lu
	Tel: 86-13904026412
	Email: beilv2010@163.com
with a copy to:	NYGG (Asia) Ltd.
	12th Floor Ruttonjee House,
	11 Duddell Street
	Central, Hong Kong
	Attention: Ming Li
	Tel: 86-10-6581-4338

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and:	Holland & Knight LLP
	31 West 52nd Street
	New York, New York 10019 U.S.A.
	Attention: Neal N. Beaton, Esq.
	Tel: 1-212-513-3470
	Fax: 1-212-341-7103
	Email: neal.beaton@hklaw.com
and:	Stevens & Lee P.C.
	1818 Market St., 29th Fl
	Philadelphia, PA 19103 U.S.A. Attention: William W. Uchimoto, Esq.
	Tel: 215-751-2876
	Fax: 610-371-7742 Email: wwu@stevenslee.com
If to the CTek Shareholders:	C District, Maoshan Industry Park,
	Tieling Economic Development Zone,
	Tieling, Liaoning Province, China 112616
	Attention: Bei Lu
	Tel: 86-13904026412
	Email: beilv2010@163.com
If to Escrow Agent:	Holland & Knight LLP
	31 West 52nd Street
	New York, New York 10019 U.S.A.
	Attention: Neal N. Beaton, Esq.
	Tel: 1-212-513-3470
	Fax: 1-212-341-7103
	Email: neal.beaton@hklaw.com
with a copy to:	Holland & Knight LLP
	50 N. Laura Street, Suite 3900
	Jacksonville, FL 32202 U.S.A.
	Attention: Crystal J. Adkins, Esq.
	Tel: 1-904-798-5442
	Fax: 1-904-358-1872
	Email: crystal.adkins@hklaw.com

16. Reimbursement of Expenses. The Parties jointly and severally agree to reimburse Escrow Agent upon request for all expenses, including attorneys’ fees, incurred by it in performing its duties hereunder. Escrow Agent may deduct the amount thereof from the sums held at the time of disbursement pursuant to the interpleader or otherwise.

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17. Waiver of Conflict. The Parties acknowledge that Escrow Agent has served as counsel for NYGG in the transaction of which this Escrow Agreement is a part (including, without limitation, the Exchange Agreement) and that Escrow Agent has been requested to serve as such for the convenience of the Parties notwithstanding such relationship with NYGG. Accordingly, in the event a dispute or controversy relating to this Escrow Agreement (a “Dispute”) arises between Parties, the Parties agree (i) to permit Escrow Agent to continue to represent NYGG in connection with the resolution of such Dispute (provided, however, Escrow Agent shall resign promptly from its duties under this Escrow Agreement at the request of any Party), (ii) to waive any conflict of interest on the part of Escrow Agent resulting from such continued representation of NYGG, (iii) not to seek to disqualify Escrow Agent from such continued representation of NYGG, and (iv) not to sue, and hereby release and exculpate, Escrow Agent with respect to any claim, cause of action or right of such parties that might have accrued as a result of Escrow Agent’s continued representation of NYGG.

18. Submission to Jurisdiction.

(a) Each Party hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Escrow Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit or proceeding.

(b) Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Escrow Agreement in any court referred to this Section 18 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

19. Governing Law. This Escrow Agreement will be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

20. Counterparts. This Escrow Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Escrow Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Escrow Agreement.

21. Third Party Beneficiaries. It is expressly agreed by each Party that each creditor of CTek, including NYGG, is a third-party beneficiary of the terms and conditions of this Escrow Agreement, and each of them shall have the right to enforce any provision of this Escrow Agreement affecting their respective rights hereunder.

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IN WITNESS WHEREOF, each of the CTek Shareholders, CTek and Escrow Agent has executed this Escrow Agreement this 11^th day of June, 2014.

/s/ Ping Chen	CLEANTECH INNOVATIONS, INC.
Ping Chen
	By:	/s/ Terry McEwen
/s/ Shengfen Lin		Name:	Terry McEwen
Shengfen Lin		Title:	Chief Executive Officer
/s/ Wenge Chen
Wenge Chen	HOLLAND & KNIGHT LLP
/s/ Bei Lu	By:	/s/ Neal N. Beaton
Bei Lu		Neal N. Beaton
		Partner
/s/ Dianfu Lu
Dianfu Lu

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EX-10.3

Exhibit 10.3

FORBEARANCE AND WAIVER AGREEMENT

This Forbearance and Waiver Agreement (this “Agreement”) is dated and effective June 11, 2014 among CleanTech Innovations, Inc., a Nevada corporation with its principal executive offices located at C District, Maoshan Industry Park, Tieling Economic Development Zone, Tieling, Liaoning Province, China 112616 (the “Borrower”), and its wholly owned subsidiaries, Liaoning Creative Bellows Co., Ltd. (“Creative Bellows”) and Liaoning Creative Wind Power Equipment Co., Ltd. (“Wind Power,” together with Creative Bellows, the “Subsidiaries”), each such subsidiary organized under the laws of the People’s Republic of China, and NYGG (Asia), Ltd., a company organized under the laws of the British Virgin Islands with its principal executive offices located at 12^th Floor Ruttonjee House, 11 Duddell Street, Central, Hong Kong (“Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed in that certain Divesture and Exchange Agreement (the “Exchange Agreement”) dated of even date herewith by and among Borrower and the individual Shareholders set forth on Exhibit A attached thereto (the “Shareholders”).

R E C I T A L S:

A. The Borrower is a debtor under (i) that certain Loan Agreement dated as of December 13, 2010 by and among the Lender, the Borrower and the Subsidiaries; (ii) that certain Promissory Note issued by the Borrower and the Subsidiaries in favor of the Lender in the principal amount of $10,000,000 and (iii) that certain $10,000,000 line of credit granted to the Borrower on August 17, 2013 (collectively, the “Prior Loans”).

B. The Lender and/or NYG Capital LLC (“NYGC”) have acquired indebtedness of the Borrower previously owed to Fensterstock & Partners LLP and intend to acquire additional indebtedness of the Borrower on or prior to the Distribution Date including, without limitation, amounts that are owed by the Borrower to the law firm of Stradley Ronon (the “Additional Indebtedness”, and together with the Prior Loans, the “CTek Indebtedness”).

C. As of the date hereof, the Company is in breach of the covenants set forth in under the documents governing the Prior Loans (such documents and the Lender’s right to demand payment of any other CTek Indebtedness, the “CTek Debt Obligations”), and events of default have occurred and are continuing under the documents governing the Prior Loans (collectively, the “Events of Default”).

D. The Borrower has requested that each of the Lender and NYGC forbear from exercising certain of their respective rights and remedies with respect to the CTek Debt Obligations and the Events of Default, and the execution of this Agreement is a condition precedent to the effectiveness of the Exchange Agreement.

E. The Lender is willing to enter into this Agreement, subject to and on the terms and conditions set forth in this Agreement, so that the transactions described in the Exchange Agreement may be consummated.

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1. Event of Default. The Borrower acknowledges and agrees that the Borrower and/or certain of its Subsidiaries is in breach of its obligations with respect to the CTek Debt Obligations, and that Events of Default have occurred and are continuing (collectively, the “Existing Default”). The Borrower further acknowledges and agrees, for the avoidance of doubt, that the Lender shall be deemed to have delivered any and all notices required to establish the Existing Default and that any applicable cure periods in respect of the Existing Default have expired. The parties hereto further acknowledge and agree that referencing the Existing Default in this Section 1 does not constitute a waiver of the Existing Default, or any other defaults or Events of Default that may now or hereafter exist with respect to the CTek Debt Obligations, or any remedies that the Lender may pursue in connection therewith or rights that may accrue in the Lender pursuant thereto.

2. Forbearance.

2.1 Subject to the terms and conditions of this Agreement, and provided that no Forbearance Default (as defined below) has occurred, the Lender agrees that during the period commencing on the date of this Agreement and ending on and the first to occur of (i) September 10, 2014, (ii) the Distribution and (iii) the termination of the Exchange Agreement (the “Forbearance Period”), the Lender will not, and will procure that NYGC will not, file suit or take any other action to enforce its rights with respect to the Existing Default. This limited forbearance does not extend to any other default or Events of Default with respect to the CTek Debt Obligations or any other rights and remedies available to the Lender with respect to the Existing Default. Upon the earlier of (a) the occurrence of a Forbearance Default (as defined below) or (b) the expiration of the Forbearance Period, the Lender’s agreement to forbear shall automatically be deemed terminated and the Lender shall be entitled to, immediately and without notice, exercise all of its rights and remedies with respect to the CTek Debt Obligations and this Agreement.

2.2 Notwithstanding anything to the contrary contained herein, the effectiveness of the agreement made by the Lender pursuant to Section 2.1 hereof, and the Lender’s agreement to forbear as described therein, is conditioned upon the Borrower’s agreement, and the Borrower hereby agrees, to (i) duly execute and deliver to the Lender this Agreement, (ii) duly execute, and deliver to each of the Shareholders and perform its obligations under the Exchange Agreement, (iii) procure that each Shareholder duly executes, delivers to the Borrower and performs such Shareholder’s respective obligations under the Exchange Agreement, and (iv) take such other actions and fulfill the obligations set forth herein.

2.3 Notwithstanding anything to the contrary contained herein upon execution of this Agreement, the Lender hereby immediately and unconditionally releases each of the Borrower’s China Subsidiaries from all obligations (including the CTek Debt Obligations) under the Prior Loans.

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2.4 The following events shall constitute “Forbearance Defaults”:

(i) the Borrower shall fail to comply with any provision of this Agreement;

(ii) the Borrower and/or any Shareholder shall fail to comply with any provision of the Exchange Agreement;

(iii) the Lender determines, in its discretion, that the Borrower has failed to diligently pursue and/or consummate the transactions contemplated by the Exchange Agreement; or

(iv) the Borrower shall fail to provide to the Lender or its Representatives, within two (2) Business Days’ request therefor, such information as the Lender may reasonably request with respect to the Borrower and/or any Subsidiary.

3. Discussions. Except as set forth in Section 2.1 hereof, no past or future discussions among the Borrower and/or any Subsidiary, or the Lender shall cause a modification of the Prior Loans or any other CTek Debt Obligations or this Agreement, establish a custom or waive, limit or condition the rights and remedies of the Lender with respect to any CTek Debt Obligation or this Agreement, all of which rights and remedies are expressly reserved. No such discussions, if any, shall in any way be used by the Borrower and/or any Subsidiary as a defense to the performance of any of its respective obligations under the Prior Loans or any other CTek Debt Obligations or this Agreement.

4. Authorization, Waiver and Release. The Borrower hereby warrants and represents that: (i) the Borrower has been duly authorized to execute and deliver this Agreement; (ii) neither the Borrower nor any Subsidiary has any right of claim, offset, set-off, counter-claim or other defense to the performance of its obligations under, or against enforcement of, the CTek Debt Obligations or this Agreement, in accordance with each of their respective terms, conditions and provisions; and (iii) the Lender, on and as of the date hereof, has fully performed all obligations to the Borrower and/or any Subsidiary that the Lender may have had or may have on and as of the date hereof. Without limiting the generality of the foregoing, the Borrower, on its own behalf and on behalf of its respective past, present and future representatives, partners, operators, members, shareholders, officers, directors, agents, employees, servants, Subsidiaries, affiliates and related companies, successors and assigns (hereinafter referred to collectively as the “Borrowing Group”), hereby waives, releases and forever discharges the Lender and NYGC, and the Lender’s and NYGC’s respective past, present and future officers, directors, managers, subsidiary and affiliated entities or companies, agents, servants, employees, shareholders, partners, members, operators, representatives, advisors, successors, assigns, attorneys, accountants, assets and properties, as the case may be (hereinafter referred to collectively as the “Lender Group”), from and against all manner of actions, cause and causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, obligations, liabilities, costs, expenses, losses, damages, judgments, executions, claims and demands, of whatever kind and nature, in law or in equity, whether known or unknown, whether or not concealed or hidden, arising out of or relating to any matter,

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cause or thing whatsoever, that any of the Borrowing Group, jointly or severally, may have had, or now have or that may subsequently accrue against the Lender Group by reason of any matter or thing whatsoever through the date hereof arising out of or in any way connected to any of the CTek Debt Obligations, the Exchange Agreement or this Agreement. It is acknowledged and agreed that the Lender is specifically relying upon the representations, warranties, covenants and agreements contained herein and that such representations, warranties, covenants, and agreements constitute a material inducement to enter into this Agreement.

5. Certain Representations. The Borrower, on behalf of itself and each Subsidiary, hereby certifies, represents and warrants to the Lender as follows:

5.1 The Quarterly Report on Form 10-Q filed by the Borrower filed with the SEC on May 13, 2014 reflects all accrued and unpaid indebtedness of the Borrower as of the date of this Agreement in excess of $10,000 (individually and in the aggregate).

5.2 As of the date of this Agreement, each of the Shareholders own or control the number of shares of CTek Common Stock set forth in the Exchange Agreement, and such shares are validly issued, fully paid and nonassessable.

5.3 The concepts embodied in this Agreement and the terms and conditions set forth herein have been voluntarily and independently negotiated by and between the parties to this Agreement, and the Borrower has had the opportunity to confer with its legal counsel with respect hereto.

6. Ratification of CTek Debt Obligations. The Borrower hereby agrees that the terms, conditions and provisions of the CTek Debt Obligations remain unmodified and in full force and effect, subject to the provisions of Section 2.1 hereof.

7. Interim Funding of CTek. During the Forbearance Period, the Lender agrees that it shall fund the operating expenses of the Borrower (excluding any operating expenses or other Liabilities of any Subsidiary including, without limitation, Creative Bellows) as Lender deems reasonable, in its sole and absolute discretion.

8. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to its conflicts of law principles. The Borrower hereby irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal Court sitting in New York County over any action or proceeding arising out of or relating to this Agreement and any CTek Debt Obligation, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal Court. The Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the serving of copies of such process to it at its address above or as otherwise provided pursuant to any Prior Loan. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. The Borrower further waives any objection to venue in such state or

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jurisdiction and any objection to an action or proceeding in such state or jurisdiction on the basis of forum non-conveniens. The Borrower further agrees that any action or proceeding brought against the Lender shall be brought only in a New York State or United States Federal Court sitting in New York County. THE BORROWER WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL.

9. Successors and Assigns. Each and all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, personal representatives and assigns.

10. Counterparts. This Agreement and any amendments, waivers, Consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the transactions contemplated hereby is affected in any manner adverse to any party as a result thereof, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

12. Further Assurances. The Borrower hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, to the Lender all other instruments, certificates, agreements, consents and other writings and to take such actions and provide such other acts and assurances in the name of the Borrower as Lender may reasonably require to accomplish the intent and purposes of this Agreement. The Borrower hereby appoints the Lender as its attorney-in-fact to execute and deliver any such instruments, certifications, agreements, consents or other writings and to take any such actions and provide such other acts and assurances, which appointment is coupled with an interest and, therefore, irrevocable. The Lender hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, to the Borrower and each Subsidiary all other instruments, certificates, agreements, consents and other writings (including one or more releases) as the Borrower or such Subsidiary may reasonably require to accomplish the intent and purposes of this Agreement.

13. No Further Obligation to Forbear. The Borrower hereby acknowledges and agrees that the Lender is entering into this Agreement as a courtesy to Borrower, and without any obligation to do so, and that the Lender shall have no obligation to enter into any further forbearance agreements, or to enter into any amendments or modifications of any of the CTek Debt Obligations.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above.

BORROWER:
CLEANTECH INNOVATIONS, INC.
	By:	/s/ Terry McEwen
		Name:	Terry McEwen
		Title:	Chief Executive Officer
SUBSIDIARIES:
LIAONING CREATIVE BELLOWS CO., LTD.
	By:	/s/ Bei Lu
		Name:	Bei Lu
		Title:	President
LIAONING CREATIVE WIND POWER EQUIPMENT CO., LTD.
	By:	/s/ Bei Lu
		Name:	Bei Lu
		Title:	President
LENDER:
NYGG (ASIA) LTD.
By:	/s/ Roger Li
	Name: Title:	Roger Li Managing Director

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EX-10.4

Exhibit 10.4

RELEASE AND WAIVER AGREEMENT

This Release and Waiver Agreement (this “Agreement”) is dated and effective June 11, 2014 among Liaoning Creative Bellows Co., Ltd. (“Creative Bellows”) and Liaoning Creative Wind Power Equipment Co., Ltd. (“Wind Power,” together with Creative Bellows, the “Subsidiaries”), each of the foregoing a subsidiary of CleanTech Innovations, Inc. (“Cleantech”) and organized under the laws of the People’s Republic of China, and NYGG (Asia), Ltd., a company organized under the laws of the British Virgin Islands with its principal executive offices located at 12^th Floor Ruttonjee House, 11 Duddell Street, Central, Hong Kong (“Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed in that certain Divesture and Exchange Agreement (the “Exchange Agreement”) dated of even date herewith by and among CleanTech and the individual Shareholders set forth on Exhibit A attached thereto (the “Shareholders”).

R E C I T A L S:

A. Each Subsidiary is a debtor under (i) that certain Loan Agreement dated as of December 13, 2010 by and among the Lender, CleanTech and the Subsidiaries; (ii) that certain Promissory Note issued by CleanTech and the Subsidiaries in favor of the Lender in the principal amount of $10,000,000 and (iii) that certain $10,000,000 line of credit granted to CleanTech and the Subsidiaries on August 17, 2013 (collectively, the “Prior Loans”).

B. The Lender and/or NYG Capital LLC (“NYGC”) may hold additional indebtedness of the Subsidiaries on the Distribution Date (the “Additional Indebtedness”, and together with the Prior Loans, the “Subsidiary Indebtedness”).

C. The Lender is willing to enter into this Agreement, subject to and on the terms and conditions set forth in this Agreement, so that the transactions described in the Exchange Agreement may be consummated.

NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1. Release. Upon execution of this Agreement, the Lender hereby immediately and unconditionally releases each of the Subsidiaries from all obligations under all Subsidiary Indebtedness (including, without limitation, the Prior Loans).

2. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to its conflicts of law principles.

3. Successors and Assigns. Each and all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, personal representatives and assigns.

4. Counterparts. This Agreement and any amendments, waivers, Consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

5. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the transactions contemplated hereby is affected in any manner adverse to any party as a result thereof, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

6. Further Assurances. Each party hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, to each other party all other instruments, certificates, agreements, consents and other writings and as a party may reasonably require to accomplish the intent and purposes of this Agreement.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above.

SUBSIDIARIES:
LIAONING CREATIVE BELLOWS CO., LTD.
	By:	/s/ Bei Lu
		Name:	Bei Lu
		Title:	President
LIAONING CREATIVE WIND POWER EQUIPMENT CO., LTD.
	By:	/s/ Bei Lu
		Name:	Bei Lu
		Title:	President

LENDER:
NYGG (ASIA) LTD.
By:	/s/ Roger Li
	Name: Title:	Roger Li Managing Director

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