Exhibit 10.43


 


PROMISSORY NOTE


 





	Effective Date: December 4, 2020	 	U.S.
$3,150,000.00



 


FOR VALUE RECEIVED, CHINA RECYCLING
ENERGY CORPORATION, a Nevada corporation
(“Borrower”), promises to pay to STREETERVILLE CAPITAL,
LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $3,150,000.00 and any interest, fees,
charges, and late fees accrued hereunder 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 simple interest from the Purchase Price Date until the same is paid in full. All interest
calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, and shall
be payable in accordance with the terms of this Note. This Promissory Note (this “Note”) is issued and made effective as
of December 4, 2020 (the “Effective Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated
December 4, 2020, 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.


 


1.
Payment; Prepayment.


 


1.1.  Payment.
All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the address or bank account
furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs of collection,
if any, then to (b) fees and charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal
hereunder.


 


1.2.  Prepayment.
Borrower may pay all or any portion of the Outstanding Balance earlier than it is due; provided that in the event Borrower elects
to prepay all or any portion of the Outstanding Balance it shall pay to Lender 125% of the portion of the Outstanding Balance Borrower
elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s remaining obligations hereunder.


 


2.
Security. This Note is unsecured.


 


3.  Redemption.
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 any amount of this Note up to $500,000.00 (such amount, the “Redemption Amount”) per
calendar month by providing written notice to Borrower (each, a “Redemption Notice”). 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 amount being redeemed in such
month does not exceed $500,000.00. Upon receipt of any Redemption Notice, Borrower shall pay the applicable Redemption Amount in cash
to Lender within three (3) Trading Days of Borrower’s receipt of such Redemption Notice. The first time Borrower fails to pay the
applicable Redemption Amount in cash to Lender within three (3) Trading Days of Borrower’s receipt of a Redemption Notice, then
the Outstanding Balance will automatically be increased by twenty-five percent (25%). For the avoidance of doubt, the first such failure
to timely pay a Redemption Amount will not be considered an Event of Default hereunder, but each subsequent failure to pay a Redemption
Amount thereafter will be considered an Event of Default hereunder.


 






     


     


    




 


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) 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; (c) 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; (d) Borrower makes a general assignment for the benefit of
creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an
involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) 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; (h) 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; (i) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) Borrower effectuates a
reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; (k) 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; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or
(m) 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(g) – (m) 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.


 


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 (b), (c), (d), (e) or (f) 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. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable
law (“Default Interest”). In connection with acceleration described herein, Lender need not provide, and Borrower hereby
waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace
period 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.


 






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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 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.  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.


 


8.  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.


 


9.  Arbitration
of Disputes. By its issuance or 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.


 


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


 


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


 


12.  Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred
by Lender to any of its affiliates without the consent of Borrower, so long as such transfer is in accordance with applicable federal
and state securities laws.


 


13.  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.”


 


14. 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, Default Interest 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.


 


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


 


	 	BORROWER:
	 	 
	 	CHINA RECYCLING ENERGY CORPORATION
	 	 	 
	 	By:	/s/ Guohua Ku
	 	 	Guohua Ku
	 	 	Chairman and Chief Executive Officer






 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


STREETERVILLE CAPITAL, LLC


 


By: Streeterville Management, LLC, its Manager


 


	
    

    By:
	
    

    /s/ John Fife
	 
	 	John Fife, President	 


 






     


     

    




 


ATTACHMENT 1


DEFINITIONS


 


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


 


A1. “Default
Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by 25% 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. For the avoidance of doubt,
the Default Effect may only be applied once.


 


A2.
“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 reverse splits of its outstanding and authorized shares of Common Stock to meet Nasdaq listing requirements 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.


 


A3. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A4.“OID” means an original issue discount.


 


A5. “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.


 


A6. “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, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest, collection
and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees incurred
under this Note.


 


A7.“Purchase Price Date” means the date
the Purchase Price is delivered by Lender to Borrower.


 


A8. “Trading
Day” means any day on which the New York Stock Exchange (or such other principal market for the Common Stock) is open for trading.


 


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