Exhibit 10.45


 


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


 


EXCHANGE AGREEMENT


 


This Exchange
Agreement (this “Agreement”) is entered into as of August 31, 2021 by and between Streeterville Capital, LLC, a Utah
limited liability company (“Lender”), and China Recycling Energy Corporation, a Nevada corporation (“Borrower”).
Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).


 


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


 


B.
Subject to the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the original principal
amount of $200,000.00 (the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the
Original Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note.


 


C.
Borrower and Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the
Partitioned Note for the delivery of 28,727 shares of the Company’s Common Stock, par value $0.001 (the “Common
Stock,” and such 28,727 shares of Common Stock, the “Exchange Shares”), according to the terms and
conditions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 





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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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





 





	 	Company:  
	 	 
	 	CHINA RECYCLING ENERGY
	 	CORPORATION
	 	 
	 	By: 	/s/ Guohua Ku
	 	Name:	 Guohua Ku
	 	 
	 	LENDER:
	 	 
	 	STREETERVILLE CAPITAL, LLC
	 	 
	 	By:	/s/ John Fife
	 	 	John Fife, President