REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2007 • China Recycling Energy Corp • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 16, 2007 (the “Agreement”) by and between China Recycling Energy Corporation, a Nevada corporation (the “Company”), on the one hand, and Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the Laws of the Cayman Islands (“CAGP”), and CAGP III Co-Investment, L.P., a limited partnership organized under the Laws of the Cayman Islands (together with CAGP, the “Stockholders”), on the other hand.
STOCK AND NOTES PURCHASE AGREEMENT by and among China Recycling Energy Corporation Sifang Holdings Co., Ltd. Shanghai TCH Energy Technology Co., Ltd. and Carlyle Asia Growth Partners III, L.P. CAGP III Co-Investment, L.P. November 16, 2007Stock and Notes Purchase Agreement • November 16th, 2007 • China Recycling Energy Corp • Services-business services, nec • New York
This STOCK AND NOTES PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 16, 2007 (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 Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the Laws of the Cayman Islands (“CAGP”), and CAGP III Co-Investment, L.P., a limited partnership organized under the Laws of the Cayman Islands (together with CAGP, each, an “Investor” and collectively, the “Investors”). Each of the Company, Sifang, TCH and the Investors is referred to herein individually as a “Party” and collectively as the “Parties.”
SHARE PLEDGE AGREEMENTShare Pledge Agreement • November 16th, 2007 • China Recycling Energy Corp • Services-business services, nec • New York
THIS SHARE PLEDGE AGREEMENT (this “Agreement”) dated as of this 16th day of November, 2007 is made between Hanqiao Zheng (the “Pledgor”) and Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the laws of the Cayman Islands (“CAGP”), and CAGP III Co-Investment, L.P., a limited partnership organized under the laws of the Cayman Islands (together with CAGP, the “Secured Party”).
CHINA RECYCLING ENERGY GROUP, INC. SHAREHOLDERS AGREEMENT November 16, 2007Shareholders Agreement • November 16th, 2007 • China Recycling Energy Corp • Services-business services, nec • New York
WHEREAS, the Company, the Investor, Sifang and TCH, have entered into that certain Stock and Notes Purchase Agreement, dated as of November 16, 2007 (the “Purchase Agreement”), pursuant to which the Investor (a) has subscribed for 4,066,706 newly issued Common Shares (the “Investor Shares”), and (b) shall purchase a 10% Senior Secured Convertible Promissory Note in the principal amount of US$5,000,000 (the “First Note”) and, subsequently, a 5% Senior Secured Convertible Promissory Note in the principal amount of US$15,000,000 (the “Second Note” and together with the First Note, the “Notes”) of the Company;
