Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2021 (the “Effective Date”)
by and between China Recycling Energy Corporation, a Nevada corporation (the “Company”) and ___________ (the “Purchaser”).
Each of the Company and the Purchaser is referred to herein individually as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements
of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulations S thereunder, the Company desires to
issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, certain securities of the Company as
more fully described in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE
I.

DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth
in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in, and construed, under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 



     


     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Rules” shall mean the listing rules of The NASDAQ Stock Market.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Per
Share Purchase Price” equals the average closing price quoted on the NASDAQ Stock Market for the common stock of the
Company 5 trading days prior to the effective date of the Agreement, which is $11.522 per share, subject to adjustment for reverse
and forward stock splits, stock combinations and other similar transactions of the Common Stock that may occur after the date
of this Agreement and prior to Closing.


 


“Person”
means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(c).


 


“RMB”
means Ren Min Bi, the lawfully currency of the People’s Republic of China.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(f).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Securities
Laws” means, collectively, the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), the Securities
Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors
of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board,
the Exchange Rules and applicable state securities laws and regulations.


 


“Shares”
means an aggregate of ________ shares of Common Stock to be issued to the Purchaser pursuant to this Agreement (the “Shares”).


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription
Amount” means, an aggregate amount of $___________ to be paid for Shares purchased by the Purchaser in United States
dollars or equivalent RMB and in immediately available funds.


 



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“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: The NASDAQ Stock Market, the OTCQB or the OTC Pink Open Market (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, and any other documents or agreements executed between the Company and the Purchaser
in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Securities Transfer Corporation, the current transfer agent of the Company, with a mailing address of 2901
N. Dallas Parkway, Suite 380. Plano, Texas 75093, and any successor transfer agent of the Company.


 


ARTICLE
II.

PURCHASE AND SALE


 


2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,
and the Purchaser agrees to purchase, up to an aggregate of _______ shares of common stock of the Company. Upon receiving the
Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section
2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser each of the following:


 


(i)
this Agreement duly executed by the Company;


 


(ii)
subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer
Agent to deliver the Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, in the
name of the Purchaser.


 


(b)
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:


 


(i)
this Agreement duly executed by the Purchaser; and


 


(ii)
the Purchaser’s Subscription Amount in US Dollar or equivalent RMB by wire transfer to the bank account directed by the
Company. The exchange rate between US Dollar and RMB in the Agreement shall be the rate equal to the middle rate published by
the People’s Bank of China on the effective date of the Agreement


 



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2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date); 


 


(ii)
all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have
been performed; and


 


(iii)
the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement on or prior to the Closing Date.


 


(b)
The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the Company has filed the required regulatory notifications and/or obtained necessary regulatory approval (including any notification
with or approval by The Nasdaq Stock Market), if applicable, of the transaction to be contemplated by this Agreement;


 


(ii)
the Company has obtained approval by the Board of Directors of the Company of the transaction to be contemplated by this Agreement;


 


(iii)
the accuracy when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as
of a specific date therein in which case they will be accurate as of such date); 


 


(iv)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed; 


 


(v)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement on or prior to the Closing Date; and


 


(vi)
there shall have been no material adverse effect with respect to the Company since the date hereof.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as indicated in the SEC Reports, the Company hereby represents and
warrants to the Purchaser as of the date of this Agreement and as of the Closing Date as follows:


 


(a)
Organization and Qualification. The Company and each of the Subsidiaries, if any, is an entity duly incorporated or otherwise
organized and validly existing under the laws of each jurisdiction in which it owns or leases properties or conducts any business
so as to require such qualification, with the requisite power and authority to own and use its properties and assets and to carry
on its business as currently conducted.


 



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(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals (as defined below).


 


(c)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any governmental authority or any court or other federal, state,
local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company
of the Transaction Documents or the offer, issue and sale of the Shares, other than: (i) the disclosure filing required for this
Agreement, (ii) such filings as are required to be made under applicable state securities laws, and (iii) such consents, waivers
and authorizations that shall be obtained prior to the Closing (collectively, the “Required Approvals”).


 


(d)
Authorization of the Shares. The Shares to be sold by the Company and their issue and sale are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and free
and clear of all Liens imposed by the Company.


 


(e)
Capitalization. Except as may be described in the SEC Reports, all of the issued share capital of the Company has been
duly and validly authorized and issued, is fully paid and non-assessable.


 


(f)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred
to herein as the “SEC Reports”).


 


(g)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 



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3.2
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows (unless as made of a specific date stated therein, in which case they shall be
accurate as of such date):


 


(a)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership,
limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser.
Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser
in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against
it in accordance with its terms.


 


(b)
Understandings or Arrangements. The Purchaser is acquiring the Shares for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of the Shares (this representation
and warranty not limiting the Purchaser’s right to sell the Shares in compliance with applicable federal and state securities
laws). The Purchaser is acquiring the Shares as principal, not as nominee or agent, and not with a view to or for distributing
or reselling the Shares or any part thereof in violation of the Securities Act or any applicable state securities law.


 


(c)
Foreign Investors. The Purchaser hereby represents that it has satisfied itself as to the full observance by the Purchaser
of the laws of its jurisdiction applicable to the Purchaser in connection with the purchase of the Shares or the execution and
delivery by the Purchaser of this Agreement and the Transaction Documents, including (i) the legal requirements within its
jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to the purchase, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any,
that may be relevant to the Purchaser’s purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s
subscription and payment for, and continued beneficial ownership of, the Shares will not violate any securities or other laws
of the Purchaser’s jurisdiction applicable to the Purchaser.


 


(d)
Experience of Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


(e)
Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents and
the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits
and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to
obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.  


 



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(f)
Regulation S. The Purchaser is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities
Act) and is not acquiring the Shares for the account or benefit of a U.S. person. The Purchaser will not, within six (6) months
of the date of the transfer of the Shares to the Purchaser, (i) make any offers or sales of the Shares in the United States or
to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S
or another exemption from the registration requirements of the Securities Act, or (ii) engage in hedging transactions with regard
to the Shares unless in compliance with the Securities Act. Neither the Purchaser nor any of the Purchaser’s Affiliates
or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of
Regulation S) with respect to the Shares, and all such persons have complied and will comply with the offering restriction requirements
of Regulation S in connection with the offering of the Shares outside of the United States. 


 


(g)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser
has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time
that the Purchaser first discussed the transaction with the Company or any other Person representing the Company setting forth
the material terms of the transactions contemplated hereunder and ending on the date when this Agreement is publicly disclosed
by the Company. The Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).


 


(h)
Purchaser Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, an “accredited
investor” as defined in Rule 501(a) under the Securities Act.


 


(i)
No Registration. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities
Act or applicable securities laws of any state or country and therefore the Shares cannot be sold, pledged, assigned or otherwise
disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions
from such registration requirements are available. 


 


(j)
No General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or
other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or
radio or presented at any seminar or any other general solicitation or general advertisement.


 


ARTICLE
IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Reservation of Securities. As of the date hereof, the Company has reserved and the Company shall continue to reserve and
keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for issuance pursuant to
the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


 



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4.2
Certain Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf
or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s
securities during the period commencing with the execution of this Agreement and ending on the date when this Agreement is publicly
disclosed by the Company.  The Purchaser also covenants that until such time as the transactions contemplated by this Agreement
are publicly disclosed by the Company, the Purchaser will maintain the confidentiality of the existence and terms of this transaction.


 


4.3
Legends. The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any
transfer of Shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the
form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not
require registration of such transferred Shares under the Securities Act. The Purchaser agrees to the imprinting, so long as is
required by this Section 4.3, of a legend on all of the certificates evidencing the Shares in the following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.


 


4.4
Registration Rights Within 180 days from the effective date of this Agreement, the Company shall use its best efforts to
file a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then
qualifies for the registration of the Shares for their resale by the Purchaser.


 


ARTICLE
V.

MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by the Company or the Purchaser by written notice to the other party
if the Closing has not been consummated on or before March 31, 2021; provided, however, that no such termination will affect the
right of any party to sue for any breach by any other party (or parties).


 


5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the
fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement.


 


5.3
Entire Agreement. The Transaction Documents contain the entire understanding of the parties with respect to the subject
matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules.


 



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5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication
is delivered via facsimile at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile on a day that is not a Trading Day or later than
5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to
be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or
a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.


 


5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. No party hereto may assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Company and the Purchaser.


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in this Section 5.8.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the Clark County, Nevada. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in Clark County, Nevada, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 



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5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.
The terms of this Article V shall survive any termination of the Agreement pursuant to Section 5.1.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


5.14
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock combinations and other similar transactions of the Common Stock
that occur after the date of this Agreement. The English version of this Agreement, regardless of whether a translation in any
other language is or will be made, shall be the only authentic version.


 


5.15
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.


 


	 	CHINA
    RECYCLING ENERGY CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
    Guohua Ku
	 	 	Title:
    Chairman & Chief Executive Officer
	 	 	Address: 4/F, Tower
    C, Rong Cheng Yun Gu Building, 

Keji 3rd Road, Yanta District, Xi’an City,

 Shaanxi Province, China 710075
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Address:


 

 


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