Exhibit
10.2


 


CONVERTIBLE PROMISSORY NOTE 


 





	Effective Date: January 31, 2019	U.S. $1,050,000.00







 


FOR VALUE RECEIVED,
China Recycling Energy Corporation, a Nevada corporation (“Borrower”),
promises to pay to Iliad Research and Trading, L.P., a Utah limited partnership,
or its successors or assigns (“Lender”), $1,050,000.00 and any interest, fees, charges, and late fees on
the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity Date”) in accordance
with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from
the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued
and made effective as of January 31, 2019 (the “Effective Date”). This Note is issued pursuant to that certain
Securities Purchase Agreement dated January 31, 2019, as the same may be amended from time to time, by and between Borrower and
Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1
attached hereto and incorporated herein by this reference.


 


This Note carries
an OID of $50,000.00, all of which amount is included in the initial principal balance of this Note. The purchase price for this
Note shall be $1,000,000.00 (the “Purchase Price”), computed as follows: $1,050,000.00 original principal balance,
less the OID. The Purchase Price shall be payable by Lender via
wire transfer of immediately available funds.


 


Payment; Prepayment;
Maturity Date Extension.


 


1.1.
Payment. Provided there is an Outstanding Balance, on each Redemption Date (as defined below), Borrower shall pay
to Lender an amount equal to the Redemption Amount (as defined below) due on such Redemption Date in accordance with Section 8.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below),
as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid
interest, and thereafter, to (d) principal.


 


1.2.
Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion Notice (as defined
below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered
and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared and regardless
of whether or not cured), then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written
notice to Lender to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.2. Any notice of prepayment
hereunder (an “Optional Prepayment Notice”) shall be delivered to Lender at its registered address and shall
state: (i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less
than five (5) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional
Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order
of Lender as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall
make payment to Lender of an amount in cash equal to 125% (the “Prepayment Premium”) multiplied by the then
Outstanding Balance of this Note (the “Optional Prepayment Amount”). In the event Borrower delivers the Optional
Prepayment Amount to Lender prior to the Optional Prepayment Date or without delivering an Optional Prepayment Notice to Lender
as set forth herein without Lender’s prior written consent, the Optional Prepayment Amount shall not be deemed to have been
paid to Lender until the Optional Prepayment Date. Moreover, in such event the Optional Prepayment Liquidated Damages Amount will
automatically be added to the Outstanding Balance of this Note on the day Borrower delivers the Optional Prepayment Amount to Lender.
In the event Borrower delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment
Date will be deemed to be the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered
to Lender and Lender shall be entitled to exercise its conversion rights set forth herein during such five (5) day period.


 






     


     


    

 


1.3.
Maturity Date Extension. In the event this Note has not been repaid by the Maturity Date and provided that no Event
of Default shall have occurred hereunder at any time after the Effective Date, then the Maturity Date shall automatically be extended
for an additional year (the “Extension Period”). No interest shall accrue on this Note during the Extension
Period. Notwithstanding the foregoing, upon the occurrence of an Event of Default during the Extension Period, the Extension Period
shall immediately terminate and this Note shall immediately be due and payable in full.


 


2.
Security. This Note is not secured.


 


3.
Lender Optional Conversion.


 


3.1.
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance
has been paid in full, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional
Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid (each instance of conversion is referred
to herein as a “Lender Conversion”) all or any part of the Outstanding Balance into shares (“Lender
Conversion Shares”) of fully paid and non-assessable common stock, $0.001 par value per share (“Common Stock”),
of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the
”Conversion Amount”) divided by the Lender Conversion Price (as defined below). Conversion notices in the form
attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower
by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery),
and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion
Shares from any Lender Conversion to Lender in accordance with Section 9 below.


 


3.2.
Lender Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right
to convert all or any portion of the Outstanding Balance into Common Stock is $3.00 per share of Common Stock (the “Lender
Conversion Price”). However, in the event the Market Capitalization falls below the Minimum Market Capitalization at
any time, then in such event the Lender Conversion Price for all Lender Conversions occurring after the first date of such occurrence
shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion.


 


4.
Defaults and Remedies.


 


4.1.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower
fails to deliver any Lender Conversion Shares in accordance with the terms hereof except such failure to deliver is due to ownership
limitation as set forth in Section 11 or otherwise legally restricted; (c) Borrower fails to deliver any Redemption Conversion
Shares (as defined below) in accordance with the terms hereof except such failure to deliver is due to ownership limitation as
set forth in Section 11 or otherwise legally restricted; (d) a receiver, trustee or other similar official shall be appointed over
Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed
or discharged within sixty (60) days; (e) Borrower fails to pay, or admits in writing its inability to pay, its debts as they become
due, subject to applicable grace periods, if any; (f) Borrower makes a general assignment for the benefit of creditors; (g) Borrower
files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (h) an involuntary bankruptcy
proceeding is commenced or filed against Borrower; (i) Borrower defaults or otherwise fails to observe or perform any covenant,
obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically
set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made
or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance
of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (k) the occurrence of
a Fundamental Transaction without Lender’s prior written consent; (l) Borrower fails to maintain the Share Reserve as required
under the Purchase Agreement; (m) Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior
written notice to Lender; (n) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary
of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) calendar days unless otherwise consented to by Lender; (o) Borrower fails to be DWAC Eligible; (p)
Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or (q) Borrower breaches any
covenant or other term or condition contained in any Other Agreements. Notwithstanding the foregoing, the occurrence of the events
described in Section 4.1(j) – (q) above shall not be considered an Event of Default if such event is cured within five (5)
Trading Days of the occurrence of such event.


 






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4.2.
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default,
Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable
in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing,
upon the occurrence of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance
as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount,
without any written notice required by Lender. For the avoidance of doubt, Lender may continue making Lender Conversions and Redemption
Conversions (as defined below) at any time following an Event of Default until such time as the Outstanding Balance is paid in
full. Borrower further acknowledges and agrees that Lender may continue making Conversions following the entry of any judgment
or arbitration award in favor of Lender until such time that the entire judgment amount or arbitration award is paid in full. Borrower
agrees that any judgment or arbitration award will, by its terms, be made convertible into Common Stock. Any Conversions made following
a judgment or arbitration award shall be made pursuant to the conversion mechanics for Redemption Conversions set forth in Section
8 of this Note. In such event, Borrower and Lender agree that it is their expectation that any such judgment amount or arbitration
award that is converted will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144.
Additionally, following the occurrence of any Event of Default, Borrower may, at its option, pay any Lender Conversion in cash
instead of Lender Conversion Shares by paying to Lender on or before the applicable Delivery Date (as defined below) a cash amount
equal to the number of Lender Conversion Shares set forth in the applicable Lender Conversion Notice multiplied by the highest
intra-day trading price of the Common Stock that occurs during the period beginning on the date the applicable Event of Default
occurred and ending on the date of the applicable Lender Conversion Notice. In connection with acceleration described herein, Lender
may enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such
acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as
a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission
or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s
right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note
as required pursuant to the terms hereof.


 






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4.3.
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any
payment when due or fails to deliver any Conversion Shares as and when required under this Note, then the Lender Conversion Price
for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price
and the Market Price as of any applicable date of Conversion. For the avoidance of doubt, Lender’s exercise of the rights
granted to it pursuant to this Section 4.3 shall not relieve Borrower of its obligation to continue paying the Redemption Amount
on all future Redemption Dates.


 


5.
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights
of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions
called for herein in accordance with the terms of this Note.


 


6.
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.
Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision
hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior
to such combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7 occurs during
the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price shall be
adjusted appropriately to reflect such event.


 






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8.
Borrower Redemptions.


 


8.1.
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption
Conversion (as defined below) (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion
Price, and (b) the Market Price.


 


8.2.
Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall
have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such amount,
the “Redemption Amount”) by providing Borrower with a notice substantially in the form attached hereto as Exhibit
B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption
Date”). Notwithstanding the foregoing, during the nine-month period following the Purchase Price Date, Lender may not,
in the aggregate, redeem more than 50% of the then-current Outstanding Balance (the “Maximum Redemption Amount Cap”);
provided, however that the Maximum Redemption Amount Cap shall no longer apply after the earlier of the first occurrence
of any Event of Default hereunder and the date that is nine (9) months from the Purchase Price Date. For the avoidance of doubt,
Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month so long as the aggregate Redemption
Amounts do not exceed the Maximum Redemption Amount Cap (for so long as the Maximum Redemption Amount Cap remains in effect; thereafter,
there shall be no limit on the Redemption Amounts). Payments of each Redemption Amount may be made (a) in cash, or (b) by converting
such Redemption Amount into shares of Common Stock (”Redemption Conversion Shares”, and together with the Lender
Conversion Shares, the “Conversion Shares”) in accordance with this Section 8 (each, a “Redemption
Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable
Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long
as the cash is delivered to Lender on the third Trading Day immediately following the applicable Redemption Date and the Redemption
Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will
not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required
to pay the entire amount of such Redemption Amount in cash, if on the applicable Redemption Date there is an Equity Conditions
Failure, and such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity
Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until
the Outstanding Balance is repaid in full.


 


8.3.
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s
proposed allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email
or fax within twenty-four (24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the
amount of Redemption Conversions equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to
change the allocation prior to the deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted
the allocation set forth in the applicable Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts
and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting
from an Event of Default or other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore,
no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to
the preparation of a Redemption Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if
such error, mistake, or failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver the
Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section 9 below on or before each applicable
Delivery Date. If Borrower elects to pay a Redemption Amount in cash, such payment must be delivered on the second Trading Day
immediately following the Redemption Date. If Borrowers elects to make a payment in cash and fails to make such payment by the
required due date on two (2) separate occasions, Borrower shall lose the right to make payments of Redemption Amounts in cash in
the future without Lender’s written consent.


 






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9.
Method of Conversion Share Delivery. On or before the close of business on the fifth (5th) Trading Day
following each Redemption Date or the fifth (5th) Trading Day following the date of delivery of a Lender Conversion
Notice, as applicable (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver
or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender
in the applicable Lender Conversion Notice or Redemption Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or
its broker (as designated in the Lender Conversion Notice or Redemption Notice, as applicable), via reputable overnight courier,
a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall
be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation
to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate
representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the
terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the
event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds that such issuance is in violation
of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer
agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with
the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender a written opinion from its counsel
or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.


 


10.   
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Sections
9, Lender, at any time prior to selling all of those Conversion Shares may rescind in whole or in part that particular Conversion
attributable to the unsold Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned amount will
tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender
Conversion, in the event that Lender Conversion Shares are not delivered by the sixth (6th) Trading Day (inclusive of
the day of the Lender Conversion), a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Lender Conversion
Share Value rounded to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Lender
Conversion shall not exceed 100% of the applicable Lender Conversion Share Value) will be assessed for each day after the fifth
(5th) Trading Day (inclusive of the day of the Lender Conversion) until Lender Conversion Share delivery is made; and
such late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”). For illustration
purposes only, if Lender delivers a Lender Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000
Lender Conversion Shares to Lender and on the Delivery Date such Lender Conversion Shares have a Lender Conversion Share Value
of $20,000.00 (assuming a Closing Trade Price on the Delivery Date of $0.20 per share of Common Stock), then in such event a Conversion
Delay Late Fee in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00)
would be added to the Outstanding Balance of the Note until such Lender Conversion Shares are delivered to Lender. For purposes
of this example, if the Lender Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the
total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00
per day). If the Lender Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the
total Conversion Delay Late Fees that would be added to the Outstanding Balance would be $20,000.00 (100 days multiplied by $500.00
per day, but capped at 100% of the Lender Conversion Share Value).


 






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11.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock which would exceed the
Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d)
of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation Shares for the
exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership Limitation
Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice, Borrower
shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction in the
number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with
“9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other provision
contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such
increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be
effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and
non-waivable and shall apply to all affiliates and assigns of Lender.


 


12.
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.


 


13.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel.


 


14.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note 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
jurisdiction) that would cause the application of the laws of any jurisdiction 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.


 






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15.
Resolution of Disputes.


 


15.1.   
Arbitration of Disputes. By its acceptance of this Note, 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.


 


15.2.   
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation
(as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


 


16.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in
full, shall automatically be deemed canceled, and shall not be reissued.


 


17.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


 


18.
Assignments. Neither party may assign this Note without the prior written consent of the other party; provided, however,
that Lender may assign this Note to any of its affiliates or any trust where John M. Fife’s descendants are beneficiaries
without Borrower’s consent. Any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned
or transferred by Lender without the consent of Borrower.


 


19.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.


 


20.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


21.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, or other charges assessed under this Note are
not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and
Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining
the holding period under Rule 144).


 


22.
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES
HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING
SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


23.
Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the
advice of an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and
without any duress or undue influence by Lender or anyone else.


 


24.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to
achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in
full force and effect.


 


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     8


     


    


 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 





	 	BORROWER:
	 	 	 
	 	China Recycling Energy Corporation
	 	 	 
	 	By:	
	 	 	Guohua Ku,
	 	 	Chairman & Chief Executive Officer	







 





ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 





	Iliad Research and Trading, L.P.	 
	 	 	 	 
	By:	 Iliad Management, LLC, its General Partner	 
	 	 	 	 
	 	By:  	Fife Trading, Inc., its Manager
	 	 	 	 
	 	By:		 
	 	 	John M. Fife, President	




 




    [Signature Page to Convertible Promissory Note]


     


    


 


ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


 


A1.  
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


 


A2.  
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 15.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A3.  
“Conversion” means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A4.  
“Conversion Factor” means 75%, subject to the following adjustments. If at any time after the Effective
Date, Borrower is not DWAC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future
Conversions. If at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion
Factor will automatically be reduced by an additional 5% for all future Conversions. Finally, in addition to the Default Effect,
if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions
by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt,
each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion
Factor, even if the same Major Default occurs three (3) separate times). For example, the first time Borrower is not DWAC Eligible,
the Conversion Factor for future Conversions thereafter will be reduced from 75% to 70% for purposes of this example. Following
such event, the first time the Conversion Shares are no longer DTC Eligible, the Conversion Factor for future Conversions thereafter
will be reduced from 70% to 65% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major
Default pursuant to Section 4.1(c), then for purposes of this example the Conversion Factor would be reduced by 5% for the first
such occurrence, and so on for each of the second and third occurrences of such Major Default.


 


A5.  
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default
occurred by (a) 15% for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default, and then adding
the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing
then becoming the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the
Default Effect may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with
respect to Minor Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section
4.1(b) hereof. Notwithstanding the foregoing, in no event shall the Default Effect result in increases to the Outstanding Balance
exceeding, in the aggregate, 25%.


 


A6.  
“DTC” means the Depository Trust Company or any successor thereto.


 






    Attachment 1 to Convertible Promissory Note, Page 1


     


    

 


A7.  
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


 


A8.  
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A9.  
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A10.
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has
been approved (without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an
agent in the DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously
delivered all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.


 


A11.
“Equity Conditions Failure” means that any of the following conditions has not been satisfied during
any applicable Equity Conditions Measuring Period (as defined below): (a) with respect to the applicable date of determination
all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any applicable
federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) on each day during
the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of
determination (the “Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation
(as applicable) on any of NYSE, NASDAQ, OTCQX, or OTCQB (each, an “Eligible Market”) and shall not have been
suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring
prior to the applicable date of determination due to business announcements by Borrower); (c) on each day during the Equity
Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on
a timely basis as set forth in Section 8.1 hereof and all other shares of capital stock required to be delivered by Borrower
on a timely basis as set forth in the other Transaction Documents; (d) any shares of Common Stock to be issued in connection
with the event requiring determination may be issued in full without violating Section 11 hereof (Lender acknowledges that
Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Lender);
(e) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without
violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation
(as applicable); (f) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed
or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (g) Borrower
shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable
without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion
of this Note); (h) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material
compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction
Document; (i) without limiting clause (j) above, on each day during the Equity Conditions Measuring Period, there shall not
have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default;
(k) on each Redemption Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous
twenty (20) and two hundred (200) Trading Days shall be greater than $200,000.00; (l) the ten (10) day average VWAP of the Common
Stock is greater than $1.00, (m) the Market Capitalization shall be above the Minimum Market Capitalization; and (n) the Common
Stock shall be DWAC Eligible as of each applicable Redemption Date or other date of determination.


 


A12.
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


 


A13.
“Free Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common
Stock 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.


 






    Attachment 1 to Convertible Promissory Note, Page 2


     


    

 


A14.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries
is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 


A15.
“Lender Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable
pursuant to any Lender Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender
Conversion.


 


A16.
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p)
of this Note.


 


A17.
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance divided by the Redemption
Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default
Amount is demanded, or (b) the Outstanding Balance following the application of the Default Effect.


 


A18.
“Market Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on
Borrower’s most recently filed Form 10-Q or Form 10-K.


 


A19.
“Market Price” means the Conversion Factor multiplied by the lowest Closing Bid Price during the twenty
(20) Trading Days immediately preceding the applicable Conversion.


 


A20.
“Minimum Market Capitalization” means $8,000,000.00.


 


A21.
“Minor Default” means any Event of Default that is not a Major Default.


 


A22.
“OID” means an original issue discount.


 


A23.
“Optional Prepayment Liquidated Damages Amount” means an amount equal to the difference between (a) the
product of (i) the number of shares of Common Stock obtained by dividing (1) the applicable Optional Prepayment Amount by (2) the
Lender Conversion Price as of the date Borrower delivered the applicable Optional Prepayment Amount to Lender, multiplied by (ii)
the Closing Trade Price of the Common Stock on the date Borrower delivered the applicable Optional Prepayment Amount to Lender,
and (b) the applicable Optional Prepayment Amount paid by Borrower to Lender. For illustration purposes only, if the applicable
Optional Prepayment Amount were $50,000.00, the Lender Conversion Price as of the date the Optional Prepayment Amount was paid
to Lender was equal to $0.75 per share of Common Stock, and the Closing Trade Price of a share of Common Stock as of such date
was equal to $1.00, then the Optional Prepayment Liquidated Damages Amount would equal $16,666.67 computed as follows: (a) $66,666.67
(calculated as (i) (1) $50,000.00 divided by (2) $0.75 multiplied by (ii) $1.00) minus (b) $50,000.00.


 






    Attachment 1 to Convertible Promissory Note, Page 3


     


    

 


A24.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


 


A25. “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant
to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, accrued but unpaid interest, collection and enforcements
costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions,
and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.


 


A26.
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A27.
“Trading Day” means any day on which the New York Stock Exchange is open for trading.


 


A28.
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 




    Attachment 1 to Convertible Promissory Note, Page 4


     


    





 


EXHIBIT A


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 





	China Recycling Energy Corporation	 	Date: __________________
	Attn: GuangYu Wu, CEO 	 	 
	Suite 909, Tower B 	 	 
	Chang An International Building 	 	 
	Xi An City, 710068	 	 
	China 	 	 







 


LENDER CONVERSION NOTICE


 


The above-captioned Lender hereby gives
notice to China Recycling Energy Corporation, a Nevada corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on January 31, 2019 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth
below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note.
Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


		A.	Date of Conversion: ____________



		B.	Lender Conversion #: ____________



		C.	Conversion Amount: ____________



		D.	Lender Conversion Price: _______________



		E.	Lender Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


 





	Broker:  __________________________	 	Address:	_________________
	DTC#: ___________________________	 	 	_________________
	Account #: _______________________	 	 	_________________
	Account Name: ____________________	 	 







 


To the extent the
Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________





 






















    Exhibit A to Convertible Promissory Note, Page 1


     


    


 


Sincerely,


 


Lender:



 





	Iliad Research and Trading, L.P.	 
	 	 	 	 	 
	By:	 Iliad Management, LLC, its General Partner	 
	 	 	 	 	 
	 	By:  	Fife Trading, Inc., its Manager
	 	 	 	 	 
	 		By:		 
	 	 	 	John M. Fife, President	


 





 






    Exhibit A to Convertible Promissory Note, Page 2


     


    

 


EXHIBIT B


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 





	China Recycling Energy Corporation	Date: __________________
	Attn: Guohua Ku, Chairman & CEO	 
	4/F Block C	 
	Rong Cheng Yun Gu Building 	 
	Xi An City 710068	 
	China 	 







 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives
notice to China Recycling Energy Corporation, a Delaware corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on January 31, 2019 (the “Note”), that Lender
elects to redeem a portion of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict
between this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole
discretion, Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


REDEMPTION INFORMATION 


 


		A.	Redemption Date: ____________, 201_



		B.	Redemption Amount: ____________



		C.	Portion of Redemption Amount to be Paid in Cash: ____________



		D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Redemption Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
(ii) Market Price as of Redemption Date)



		F.	Redemption Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


		2.	EQUITY CONDITIONS CERTIFICATION (Section to be completed
by Borrower)



 


		A.	Market Capitalization:________________



 


(Check One)


 


		B.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable
Redemption Date.



 









    Exhibit B to Convertible Promissory Note, Page 1


     


    




 





		C.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:


 


________________________________________________________________


________________________________________________________________


________________________________________________________________


________________________________________________________________


 


 


Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:


 





	Broker:___________________________	 	Address:	__________________
	DTC#:____________________________	 	 	__________________
	Account #:________________________	 	 	__________________
	Account Name:_____________________	 	 	 










 


To the extent the
Redemption Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated
shares to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 








Sincerely,


 


Lender:


 


	Iliad Research and Trading, L.P.	 
	 	 	 	 	 
	By:	 Iliad Management, LLC, its General Partner	 
	 	 	 	 	 
	 	By:  	Fife Trading, Inc., its Manager
	 	 	 	 	 
	 		By:		 
	 	 	 	John M. Fife, President	





 


 





Exhibit B to Convertible Promissory Note,
Page 2