Exhibit 10.1


 


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 June 10, 2020 by and between Atlas Sciences, LLC, a Utah limited liability
company (“Lender”), and CBAK Energy Technology, Inc., a Nevada corporation (“Borrower”).
Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (as defined
below).


 


A. Borrower
previously sold and issued to Lender that certain Promissory Note dated July 24, 2019 in the original principal amount of $1,395,000.00
(the “Original Note”) pursuant to that certain Securities Purchase Agreement dated July 24, 2019 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 $150,000.00 substantially in the form attached hereto as Exhibit A (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 407,609 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock”, and such
407,609 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.


 


E. 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.


 


F. 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 the 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
June 12, 2020 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 and Lender shall thereby release, waive, discharge and relinquish any and all rights,
claims, demands, contentions and causes of action of every kind, nature, character and description whatsoever, whether known or
unknown, suspected or unsuspected, apparent or concealed, fixed or contingent, arising from the Partitioned Note. All Exchange
Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account. 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 on which all Exchange Shares become Free Trading, 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. Borrower represents, warrants and agrees 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 July 24, 2019. 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; 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.


 






    2


     


    

 


6. Borrower’s
Representations, Warranties and Agreements. 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) no Event of Default has occurred under the Original Note and any Events of Default that may have occurred
thereunder have not been, and are not hereby, waived by Lender, (d) 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, (e) 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, (f) Borrower has not received any consideration in any form whatsoever for
entering into this Agreement, other than the surrender of the Partitioned Note, and (g) 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. Lender’s
Representations, Warranties and Agreements. 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, (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, (c) no commission or other remuneration has been paid or given directly or directly by Lender to Borrower
for soliciting the Note Exchange, and (d) Lender 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.


 


8. 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.


 


9. Arbitration
of Claims. This Agreement shall be subject to the Arbitration Provisions (as defined in the Purchase Agreement).


 






    3


     


    

 


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
parties agree that the prevailing party shall 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. The “prevailing
party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted
by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered
in favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into account
the relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value
of such relief. 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. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity
holders, representatives or agents has made any representations or warranties to Borrower 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, Borrower is not relying on any representation, warranty,
covenant or promise of Lender or its 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.


 






    4


     


    

 


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. Borrower may not assign this
Agreement or any of its obligations herein without the prior written consent of Lender.


 


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.


 


[Remainder of page intentionally left blank]


 






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


 





	 	COMPANY:
	 	 
	 	CBAK ENERGY TECHNOLOGY, INC.
	 	 	 
	 	By:	/s/ Yunfei Li
	 	Name: 	Yunfei Li
	 	Title:	CEO
	 	 	 
	 	LENDER:
	 	 
	 	ATLAS SCIENCES, LLC
	 	 	 
	 	By:	/s/ John Finlayson
	 	 	John Finlayson, CEO




 


[Signature Page to
Exchange Agreement]


 






     


     


    

 





EXHBIT A


 


PARTITIONED NOTE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 





THIS NOTE (AS DEFINED BELOW) IS ISSUED IN
CONNECTION WITH AND PARTITIONED FROM THAT CERTAIN PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,395,000.00 HAVING AN ORIGINAL
ISSUE DATE OF JULY 24, 2019 FOR PURPOSES OF SECTION 3(a)(9) OF THE SECURITIES ACT (AS DEFINED BELOW). THIS NOTE SHALL BE DEEMED
TO HAVE BEEN ISSUED ON JULY 24, 2019.


 


THIS NOTE HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.


 


PARTITIONED PROMISSORY NOTE #5


 


	
        Original Issue Date: July 24, 2019
	U.S. $150,000.00


 


This Partitioned Promissory
Note #3 (this “Note”) is issued and made effective as of June 10, 2020 (the “Effective Date”).
This Note is issued pursuant to that certain Exchange Agreement dated June 10, 2020, as the same may be amended from time to time,
by and between CBAK Energy Technology, Inc., a Nevada corporation (“Borrower”) and Atlas Sciences, LLC, a Utah
limited liability company, or its successors or assigns (“Lender”) (the “Exchange Agreement”)
pursuant to which Borrower and Lender agreed to, among other things, partition this Note from that certain Promissory Note in the
original principal amount of $1,395,000.00 issued July 24, 2019 by Borrower in favor of Lender (the “Original Note”).
The Original Note was issued pursuant to that certain Securities Purchase Agreement dated July 24, 2019, 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.


 


The purchase price for
the Original Note was paid on July 25, 2019. Accordingly, the purchase price for this Note (the “Purchase Price”)
is deemed to have been paid in full as of such date.


 


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 to Borrower for that purpose. All payments shall be applied first to (a) costs of collection, if any, then
to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.


 


1.2. Prepayment.
Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance. If Borrower
exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 125% multiplied by
the portion of the Outstanding Balance Borrower elects to repay.


 


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 the Original Note up to $250,000.00 (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 $250,000.00. The Redemption Amount must be at least $50,000.00
unless the Outstanding Balance of the Original Note is less than $50,000.00. 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.


 


4. Defaults
and Remedies.


 


4.1. Defaults.
The following are events of default under the Original 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 becomes insolvent or generally
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 or any pledgor, trustor, or guarantor of the Original Note defaults or otherwise fails to observe or perform any covenant,
obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction
Document (as defined in the Purchase Agreement), 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 or any pledgor,
trustor, or guarantor of the Original Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance
of the Original 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 United States 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 be DWAC Eligible at any time after the six (6) month anniversary of the Purchase Price Date; (m) Borrower
fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement (other than the covenant with respect
to Unapproved Restricted Issuances); (n) Borrower makes any Unapproved Restricted Issuance; or (o) Borrower, any affiliate of Borrower,
or any pledgor, trustor, or guarantor of the Original Note breaches any covenant or other term or condition contained in any Other
Agreements (after giving effect to any grace periods therein or any waivers). Notwithstanding the foregoing, the occurrence of
any event specified in Section 4.1(g) – (o) shall not be considered an Event of Default hereunder if such event is cured
within ten (10) days of the occurrence of such event.


 






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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 the
Original 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 twenty-two percent (22%) 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.


 


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. Approved
Restricted Issuance. The Outstanding Balance will automatically be increased by three percent (3%) for each Approved Restricted
Issuance made by Borrower (without the need for Lender to provide any notice to Borrower of such increase), which increase will
be effective as of the date of each applicable Approved Restricted Issuance.


 


8. 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.


 


9. 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.


 






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10. 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.


 


11. 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.


 


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


 


13. 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 without the consent of Borrower, so long as such transfer is in accordance with applicable federal and state securities
laws.


 


14. 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.”


 


15. 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.


 


16. 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.


 


[Remainder of page intentionally left blank;
signature page follows]


 






    11


     


    

 





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


 


	 	BORROWER:



	 	 
	 	CBAK Energy Technology, Inc.
	 	 	 
	 	By:	/s/ Yunfei Li
	 	Name:	Yunfei Li
	 	Title:	CEO


 


	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 	 
	LENDER:	 
	 	 
	Atlas Sciences, LLC	 
	 	 	 
	By: 	/s/ John Finlayson	 
	 	John Finlayson, CEO	 


 


[Signature Page to Partitioned
Promissory Note #5]


 









     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


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


 


A1. “Approved
Restricted Issuance” means a Restricted Issuance (as defined in the Purchase Agreement) for which Borrower received Lender’s
written consent prior to the applicable issuance.


 


A2. “Default
Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by (a) fifteen
percent (15%) for each occurrence of any Major Default, (b) ten percent (10%) for each occurrence of an Unapproved Restricted Issuance
Default, or (c) five percent (5%) for each occurrence of any Minor Default, 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; provided that the Default Effect may only be applied three
(3) times hereunder with respect to Major Defaults and three (3) times hereunder with respect to Minor Defaults. There shall be
no limit on the number of times the Default Effect may be applied with respect to Unapproved Restricted Issuance Defaults. Notwithstanding
the forgoing, in no event shall the Default Effect result in the Outstanding Balance to be increased by more than twenty-five percent
(25%) in the aggregate.


 


A3. “DTC”
means the Depository Trust Company or any successor thereto.


 


A4. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A5. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A6. “DWAC Eligible”
means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements,
including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation) by DTC’s
underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; and (d) Borrower’s
transfer agent does not have a policy prohibiting or limiting delivery of Common Stock via DWAC.


 


A7. “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.


 


A8. “Major
Default” means any Event of Default occurring under Sections 4.1(a) or 4.1(m).


 






     


     


    

 


A9. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A10. “Minor
Default” means any Event of Default that is not a Major Default or an Unapproved Restricted Issuance Default.


 


A11. “OID”
means an original issue discount.


 


A12. “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.


 


A13. “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.


 


A14. “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A15. “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. For purposes of determining Borrower’s cash payment deadline under this Note, such “Trading Day”
shall exclude any day on which banking institutions in Dalian, China are authorized or required by law or other governmental action
to close.


 


A16. “Unapproved
Restricted Issuance” means a Restricted Issuance for which Borrower did not receive Lender’s written consent prior
to the applicable issuance.


 


A17. “Unapproved
Restricted Issuance Default” means an Event of Default occurring under Section 4.1(n) of this Note.


 


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