Exhibit
10.5


 


THE
EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.


 


EXCHANGE
AGREEMENT


 


This
Exchange Agreement (this “Agreement”) is entered into as of November 9, 2021 by and between Streeterville Capital,
LLC, a Utah limited liability company (“Lender”), and China Recycling Energy Corporation, a Nevada corporation (“Borrower”).
Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).


 


A.
Borrower previously sold and issued to Lender that certain Promissory Note dated December 4, 2020 in the original principal amount of
$3,150,000.00 (the “Original Note”) pursuant to that certain Securities Purchase Agreement dated December 4, 2020
by and between Lender and Borrower (the “Purchase Agreement,” and together with the Original Note and all other documents
entered into in conjunction therewith, the “Transaction Documents”).


 


B.
Subject to the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the original principal amount
of $250,000.00 (the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the Original
Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note.


 


C.
Borrower and Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned
Note for the delivery of 40,983 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock,”
and such 40,983 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.


 


D.
The Note Exchange will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which will be issued
free of any restrictive securities legend pursuant to Rule 144. Other than the surrender of the Partitioned Note, no consideration of
any kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.


 


E.
Lender and Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.


 


2.
Partition. Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the
Original Note. Following such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force
and effect, provided that the outstanding balance of the Original Note shall be reduced by an amount equal to the initial outstanding
balance of the Partitioned Note.


 




     


     


    

 


3.
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on
or before November 11, 2021 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading
Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the
Partitioned Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated
brokerage account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance
that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free
Trading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been
cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing
such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited
into such clearing firm’s account for the benefit of Lender.


 


4.
Closing. The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the
Exchange Shares to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email
of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


5.
Holding Period, Tacking and Legal Opinion. Lender and Borrower agree that for the purposes of Rule 144 (“Rule 144”)
of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Partitioned Note and the
Exchange Shares will include Lender’s holding period of the Original Note from December 4, 2020, which date is the date that the
Original Note was originally issued. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting,
or situation. Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive
legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior
to the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant
to Rule 144 without volume or manner-of-sale restrictions or current public information requirements; and (b) the transactions contemplated
hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act.
Borrower represents that it is in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement.
The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned Note. The Exchange
Shares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and understands that
the representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate the
transactions contemplated herein.


 






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6. Representations,
Warranties and Agreements of Borrower. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its
affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and
authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have
been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of
Borrower hereunder, (c) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or
otherwise affect Borrower’s obligations under the Original Note, (d) the issuance of the Exchange Shares is duly authorized by
all necessary corporate action and the Exchange Shares are validly issued, fully paid and non-assessable, free and clear of all
taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and
description, (e) Borrower has not received any consideration in any form whatsoever for entering into this Agreement, other than the
surrender of the Partitioned Note, and (f) Borrower has taken no action which would give rise to any claim by any person for a
brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this
Agreement.


 


7.
Representations, Warranties and Agreements of Lender. In order to induce Borrower to enter into this Agreement, Lender, for itself,
and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full
power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which
have been duly authorized by all proper and necessary action, and (b) no consent, approval, filing or registration with or notice to
any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations
of Lender hereunder.


 


8.
Arbitration. By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in the
Purchase Agreement) set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase
Agreement) arising under this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding
arbitration pursuant to the Arbitration Provisions.


 


9.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement
to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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10. Counterparts.
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement
and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed
to be their original signatures for all purposes.


 


11.
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this
Agreement, the prevailing party shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and
expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment
based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s
or a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


12.
No Reliance. Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors,
members, managers, equity holders, representatives or agents has made any representations or warranties to the party or any of its agents,
representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and,
in making its decision to enter into the transactions contemplated by this Agreement, the party is not relying on any representation,
warranty, covenant or promise of the other party or such other party’s officers, directors, members, managers, equity holders,
agents or representatives other than as set forth in this Agreement.


 


13.
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.


 


14.
Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes
all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to
the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower
makes any representation, warranty, covenant or undertaking with respect to such matters.


 


15.
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of
this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.


 


16.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder
may be assigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreement
or any of its obligations herein without the prior written consent of the other party.


 




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17.
Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each
of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and
provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower.
If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document,
on the other hand, the terms of this Agreement shall prevail.


 


18.
Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.


 


19.
Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this
Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.


 


20.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


 


	 	COMPANY: 
	 	 	 
	 	CHINA RECYCLING ENERGY CORPORATION 
	 	 	 
	 	By:	/s/
    Guohua Ku
	 	Name:	Guohua
    Ku
	 	Title:	 
	 	 	 
	 	LENDER: 
	 	 	 
	 	STREETERVILLE CAPITAL, LLC
	 	 	 
	 	By:	/s/
    John Fife
	 	 	John
    M. Fife, President


 


[Signature
Page to Exchange Agreement]