0001144204-09-021905 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 23rd, 2009 • China Recycling Energy Corp • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of April 15, 2009 (the “Agreement”) by and between China Recycling Energy Corporation, a Nevada corporation (the “Company”), on the one hand, and Great Essential Investment, Ltd. (the “Investor”), on the other hand.

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STOCK PURCHASE AGREEMENT by and among China Recycling Energy Corporation Sifang Holdings Co., Ltd. Shanghai TCH Energy Technology and Great Essential Investment, Ltd. April 15, 2009
Stock Purchase Agreement • April 23rd, 2009 • China Recycling Energy Corp • Services-business services, nec • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 15, 2009 (the “Effective Date”), by and among China Recycling Energy Corporation, a Nevada corporation (the “Company”), Sifang Holdings Co., Ltd., a company organized under the Laws of the Cayman Islands (“Sifang”), Shanghai TCH Energy Technology Co., Ltd., a wholly-foreign-owned enterprise organized under the Laws of the People’s Republic of China (“TCH” and together with the Company and Sifang, the “Company Group”), and Great Essential Investment, Ltd., a company registered in the Virgin Islands (the “Investor”). Each of the Company, Sifang, TCH and the Investor is referred to herein individually as a “Party” and collectively as the “Parties.”

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