Exhibit 10.1


 


EXCHANGE
AGREEMENT


 


This
Exchange Agreement (the “Agreement”) is entered into as of the 22nd day of November, 2019, by and between China
Recycling Energy Corporation, a Nevada corporation (the “Company”) and the investor signatory hereto
(the “Holder”), with reference to the following facts:


 


A. Prior
to the date hereof, pursuant to that certain Securities Purchase Agreement, dated October 29, 2018, by and among the Company and
certain investors (including the Holder) (the “Securities Purchase Agreement”), the Company issued to the Holder,
among other things, a warrant to purchase such aggregate number of Common Stock, par value $0.001 per share (“Common
Stock”), as set forth on the signature page of the Holder attached hereto (the “Existing Warrant”,
as exercised, the “Existing Warrant Stock”).


 


B. The
Company and the Holder further desire to exchange (collectively, the “Exchange”) the Existing Warrant, in full,
into such aggregate number of Common Stock as set forth on the signature page of the Holder attached hereto (the “Exchange
Stock”), which represents an Exchange ratio of 1 Existing Warrant Stock :0.5 Common Stock.


 


C.
 The Exchange is being made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree
as follows:


 


1. Exchange.
Pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign, transfer and surrender the
Existing Warrant to the Company, in exchange for which the Company agrees to issue the Exchange Stock to the Holder. On the date
hereof, in connection with the Exchange, the Company shall cause its transfer agent to deliver to the Holder the Exchange Stock
by electronic delivery at the applicable balance account at the Depositary Trust Company (“DTC”) in accordance
with the instructions set forth on Schedule A within two business days of this Agreement subject to rule 144. Effective
upon the Holder’s receipt of such Exchange Stock, the Existing Warrant held by the Holder will be deemed cancelled and all
rights of the Holder thereunder will terminate. As soon as commercially practicable following the date hereof, the Holder shall
return the original certificates with respect to the Existing Warrant to the Company (or a lost warrant affidavit in form and
substance reasonably acceptable to the Company).


 


2. Representations
and Warranties. As of the date hereof:


 


2.1 Organization
and Qualification. Each of the Company and each of its subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their
properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company
and each of its subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse
effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or
(iii) the authority or ability of the Company or any of its subsidiaries to perform any of their respective obligations under
this Agreement.


  



     


     


    

 


2.2 Authorization
and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under
this Agreement and to consummate the Exchange (including, without limitation, the issuance of the Exchange Stock) in accordance
with the terms hereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby, including, without limitation, the issuance of the Exchange Stock has been duly authorized by
the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board
of Directors or its shareholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies
and except as rights to indemnification and to contribution may be limited by federal or state securities laws.


 


2.3 No
Conflict. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Exchange Stock) will not
(i) result in a violation of the articles or certificate of incorporation or any other organizational documents of the Company
or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules
and regulations of the Nasdaq Capital Market (the “Principal Market”) and including all applicable federal
laws, rules and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company
or any of its subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations
that would not reasonably be expected to have a Material Adverse Effect.


 


2.4 Not
a Shell Company. Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company”
as such type of “issuer” is described in Rule 144(i)(1) under the Securities Act.


 



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2.5 No
Modifications. No written document, agreement, instrument, contract, amendment or modification to the Existing Warrants exists
that supplements, modifies or amends the Existing Warrants.


 


2.6 No
Consents. Neither the Company nor any subsidiary is required to obtain any consent from, authorization or order of, or make
any filing or registration with (other than the filing with the Securities and Exchange Commission (the “SEC”)
of a Form D with the SEC, any other filings as may be required by any state securities agencies, and notification to the Principal
Market by means of a listing of additional stock notification in respect of the Exchange Stock as required by Section 6 hereof),
any court, governmental agency or any regulatory or self-regulatory agency or any other person, in order for the Company to execute,
deliver or perform any of its respective obligations under or contemplated by this Agreement, in each case, in accordance with
the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any subsidiary
is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof, and neither
the Company nor any of its subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its
subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by this Agreement.


 


2.7 Securities
Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and
issuance by the Company of the Exchange Stock is exempt from registration under the Securities Act pursuant to the exemption provided
by Section 3(a)(9) thereof.


 


2.8 Status
of Warrants; Issuance of Exchange Stock. The Existing Warrants were authorized by all necessary company action and validly
issued and executed, and the Company’s signatory had full corporate or other requisite authority to execute such agreements
to bind the Company. Upon issuance in accordance herewith, the Exchange Stock, when issued, will be validly issued, fully paid
and nonassessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes,
rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with
respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. By virtue of
Section 3(a)(9) and Rule 144(d)(iii)(2) under the Securities Act, each of the Exchange Stock will have a Rule 144 holding
period that will be deemed to have commenced as of October 31, 2018, which was the date of the payment for the Existing Warrant
by the Holder.


 


2.9 Transfer
Taxes. On the date hereof, all share transfer or other taxes (other than income or similar taxes) which are required to be
paid in connection with the issuance of the Exchange Stock will be, or will have been, fully paid or provided for by the Company,
and all laws imposing such taxes will be or will have been complied with.


  



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2.10 SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has filed all reports, schedules,
forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”). The Company has delivered or has made available to the Holder or its representatives true, correct and
complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates,
the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing, except
that they have been restated/amended and filed with SEC. Such financial statements have been prepared in accordance with generally
accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements,
to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either
individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included
in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue
statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light
of the circumstance under which they are or were made, not misleading. The Company is not currently contemplating to amend or
restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants
of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the
Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements,
in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the
SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any
of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.


 


2.11 Litigation.
There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public
board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s officers or directors
that would reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries, whether of a civil or
criminal nature or otherwise, in their capacities as such. No director, officer or employee of the Company or any of its subsidiaries
has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation
of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the SEC involving the Company, any of its subsidiaries or any current or former director or officer of the Company or any of
its subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company under the Securities Act or the 1934 Act. Neither the Company nor any of its subsidiaries is subject to any
order, writ, judgment, injunction, decree, determination or award of any governmental agency.


  



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3. Holder’s
Representations and Warranties. As a material inducement to the Company to enter into this Agreement and consummate the Exchange,
the Holder represents, warrants and covenants with and to the Company as follows:


 


3.1 Reliance
on Exemptions. The Holder understands that the Exchange Stock are being offered and exchanged in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Holder set forth herein and in this Agreement in order to determine the availability of such exemptions
and the eligibility of the Holder to acquire the Exchange Stock.


 


3.2 No
Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Exchange Stock or the fairness or suitability of the investment
in the Exchange Stock nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Stock.


 


3.3 Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall
constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


3.4 No
Conflicts. The execution, delivery and performance by the Holder of this Agreement, and the consummation by the Holder of
the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Holder or (ii)
conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws) applicable to the Holder, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of the Holder to perform its obligations hereunder.


 



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3.5 Investment
Risk; Sophistication. The Holder is acquiring the Exchange Stock hereunder, and the Holder acquired Existing Warrant in the
ordinary course of its business. The Holder has, and at the time of the grant of the Existing Warrant had, such knowledge, sophistication,
and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective
investment in the Existing Warrant and Exchange Stock, respectively, and has so evaluated the merits and risk of such investment.
The Holder is and was at the time that it acquired the Existing Warrant an “accredited investor” as defined in Regulation
D under the Securities Act.


 


3.6 Ownership
of Existing Warrants. The Holder owns the Existing Warrants free and clear of any Liens (other than the obligations pursuant
to this Agreements and applicable securities laws).


 


3.7 Additional
Rule 144 Representations. The Holder represents that Holder is not now and has not been during the preceding three months
an affiliate of the Company. Holder acknowledges that the transfer agent of the Company may rely on the representation included
in this Section 3.7 of this Agreement.


 


4. Disclosure
of Transaction. The Company shall, on or before 8:30 a.m., New York City Time, on the first business day after the date
of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form
required by the 1934 Act and attaching this Agreement as an exhibit to such filing (including all attachments, the “8-K
Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information
(if any) provided up to such time to the Holder by the Company or any of its subsidiaries or any of their respective officers,
directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees
that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by this
Agreement or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its subsidiaries or
any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Holder or any of
their affiliates, on the other hand, shall terminate. Without the prior written consent of the Holder (which may be granted or
withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause
each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement, release or otherwise.


 


5. No
Integration. None of the Company, its subsidiaries, any of their affiliates, or any person acting on their behalf shall,
directly or indirectly, make any offers or sales of any security (as defined in the Securities Act) or solicit any offers to buy
any security or take any other actions, under circumstances that would require registration of any of the Exchange Stock under
the Securities Act or cause this offering of the Exchange Stock to be integrated with such offering or any prior offerings by
the Company for purposes of Regulation D under the Securities Act.


 


6. Listing.
The Company shall use reasonable best efforts to secure the listing or designation for quotation (as applicable) of all of the
Exchange Stock upon the Principal Market (subject to official notice of issuance) and shall maintain such listing of all the Exchange
Stock from time to time issuable under the terms of this Agreement. The Company shall maintain the Common Stock’ authorization
for quotation on the Principal Market. Neither the Company nor any of its subsidiaries shall take any action which would be reasonably
expected to result in the delisting or suspension of the Common Stock on the Principal Market other than that disclosed in Form
8-K by the Company. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section
6.


 



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7. Holding
Period, Tacking and Legal Opinion. For the purposes of Rule 144, the Company acknowledges that the holding period
of the Exchange Stock by virtue of Section 3(a)(9) and Rule 144(d)(iii)(2) under the Securities Act will be deemed to have
commenced as of October 31, 2018, the date of the payment of the Existing Warrant by the Holder and may be tacked onto the holding
period of the Existing Warrants, and the Company agrees not to take a position contrary to this Section 7. The Company acknowledges
and agrees that, in reliance on the Holder’s representations contained in Section 3 of this Agreement: (i) upon issuance
in accordance with the terms hereof, the Exchange Stock are, as of the date hereof, eligible to be resold pursuant to Rule 144
and (ii) the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the Exchange
Stock becoming ineligible to be resold by the Holder pursuant to Rule 144. The Company and the Holder agree that, in connection
with any resale of any Exchange Stock pursuant to Rule 144, the Holder shall be required to provide reasonable assurances that
such Exchange Stock are eligible for resale, assignment or transfer under Rule 144, but the Holder shall not be required to obtain
an opinion of Holder’s counsel. The Company shall be responsible for any transfer agent fees or DTC fees or legal fees of
the Company’s counsel with respect to the removal of legends, if any, or issuance of Exchange Stock in accordance herewith.
The Company understands that the representations and agreements of the Company in this Section 7 are a material inducement to
Holder’s decision to consummate the transactions contemplated herein.


 


8. Blue
Sky. The Company shall make all filings and reports relating to the Exchange required under applicable securities or “Blue
Sky” laws of the states of the United States following the date hereof, if any.


 


9. Most
Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after
the date hereof that none of the terms offered to any person with respect to any warrants issued pursuant to the Securities Purchase
Agreement and/or any consent, release, amendment, settlement or waiver relating to the terms, conditions and transactions contemplated
hereby (each a “Settlement Document”), is or will be more favorable to such person than those of the Holder
and this Agreement. For the avoidance of doubt, this includes rights of participation, rights of first refusal or similar rights
to subscribe to additional securities in the Company


 


10. Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of New York, without
regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another
jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from
or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents
to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application
to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of
New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such
party at its or his address set forth below (and service so made shall be deemed “personal service”) or by personal
service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES
ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.


 



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11. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and
effect as if the signature were an original, not a facsimile signature.


 


12. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


13. Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


14. Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company,
their affiliates and persons acting on their 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 the Company nor the Holder makes any representation, warranty, covenant
or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party
against whom enforcement is sought.


 


15. Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall
be given in accordance with the Securities Purchase Agreement or to such other address and/or facsimile number and/or to the attention
of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.


 


16. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. N party may assign some or all of its rights hereunder without the consent of the other party.


 



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17. No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


18. Survival
of Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively,
will survive the closing of the transactions contemplated by this Agreement.


 


19. 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 any 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.


  


20. Independent
Nature of Investor’s Obligations and Rights. The obligations of the Holder under this Agreement are several and
not joint with the obligations of any other Holder, and the Holder shall not be responsible in any way for the performance of
the obligations of any other Holder under any other Agreement. Nothing contained herein or in any other Agreement, and no action
taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and other Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holder and other Holders are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other Agreement
and the Company acknowledges that, to the best of its knowledge, the Holder and the other Holders are not acting in concert or
as a group with respect to such obligations or the transactions contemplated by this Agreement or any other Agreement. The Company
and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby
with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to
be joined as an additional party in any proceeding for such purpose. The parties hereto hereby further acknowledge and agree that
each other Agreement shall be negotiated separately with each other Holder and shall not in any way be construed as the Holder
or any other Holder acting in concert or as a group with respect to the purchase, disposition or voting of securities of the Company
or otherwise.


 


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IN
WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.


  


	 	COMPANY:
	 	 
	 	CHINA RECYCLING ENERGY CORPORATION
	 	 
	 	By:	 
	 	 	Name: 	 Guohua Ku
	 	 	Title:	 Chairman & CEO




  



     


     


    

 


IN
WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.


  


	 	HOLDER:
	 	 
	 	By:  Its Authorized Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Number of Existing Warrant Stock issuable upon exercise of Existing Warrants*:
	 	 
	 	Number of shares of Exchange Stock
	 	 
	 	*Without regard to any limitations on exercise set forth in the Existing Warrants