Exhibit 4.1


 


POWERBRIDGE
TECHNOLOGIES CO., LTD.


 


Convertible
Note


 


	Principal Amount: $2,000,000
	Note Issuance Date: August 6, 2021
	Note Number: PBTS-2








 


FOR VALUE RECEIVED,
POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the “Company”), hereby promises to pay
to the order of YA II PN, Ltd., or its registered assigns (the “Holder”), the amount set out above as the
Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the
“Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise
(in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal
at the applicable Interest Rate from the date set out above as the Note Issuance Date (the “Issuance Date”) until
the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion,
redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Note (including all Notes issued in
exchange, transfer or replacement hereof, this “Note”) was originally issued pursuant to the Securities Purchase
Agreement (the “Securities Purchase Agreement”) dated as of April 8, 2021 between the Company and YA II PN, Ltd.,
as such Securities Purchase Agreement has been modified by that certain Closing Statement of even date herewith between the Company
and the Holder. Certain capitalized terms used herein are defined in Section (14).


 


On the date hereof,
the Company and the Holder are entering into a Registration Rights Agreement, which shall set forth, among other things, the Company’s
obligations to register the Conversion Shares for sale by the Holder.


 


The Conversion
Shares issuable hereunder may be issued in accordance with that certain letter agreement dated as of July 19, 2021 between the Company
and Transhare Corp., of which the Holder is a third party beneficiary.


 


(1) GENERAL
TERMS


 


(a) Maturity Date.
On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid
Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date” shall be August 5,
2022, as may be extended at the option of the Holder. Other than as specifically permitted by this Note, the Company may not prepay or
redeem any portion of the outstanding Principal and accrued and unpaid Interest.


 


(b) Interest
Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 6% (“Interest
Rate”), which Interest Rate shall increase to an annual rate of 15% upon the occurrence of a Triggering Event or an Event of
Default. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by
applicable law.


 


(c) Triggering
Event. If, any time after the Issuance Date, and from time to time thereafter, the daily VWAP is less than the Floor Price for a period
of 15 Trading Days during any 20 consecutive Trading Day period (each such occurrence, a “Triggering Event”), then
the Interest Rate shall automatically increase to an annual rate of 15%. Provided that no Event of Default has occurred, the Interest
Rate shall return to the rate set forth in Section 1(b) if any time after a Triggering Event the daily VWAP is greater than the Floor
Price for a period of 15 consecutive Trading Days, unless a subsequent Triggering Event occurs. Upon the occurrence of a Triggering Event
at any time this Note is outstanding, the Company shall be obligated to reduce (but not increase) the Floor Price (which reduced Floor
Price shall be referred to as a reset Floor Price) on one or more occasions. Each reset Floor Price shall be reduced by the Company to
a price equal to 80% of the VWAP on the Trading Day immediately preceding the date the Company establishes any reset Floor Price. The
Company obligations to establish any reset Floor Price shall include: (i) resetting the Floor Price as set forth in this Section, (ii)
taking all steps necessary to admit the Conversion Shares for trading on the Principal Market, and (iii) making any securities filings
necessary with the SEC and taking any additional actions necessary to ensure that the Conversion Shares to be issued by the Company to
the Buyer upon conversion (at any time any reset Floor Price is then in effect) shall be registered with the SEC for sale by the Buyer
and issuable upon conversion by the Buyer without restrictive legends or any other restrictions on sale by the Buyer, subject to Section
4(c) hereof. The Company shall establish any reset Floor Price within 30 days of the Buyer delivering written notice to the Company of
a Triggering Event, the failure of which shall be an Event of Default hereunder.










 






     


     


    

 


(2) Early
Redemption. The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”) early a
portion or all amounts outstanding under this Note as described in this Section; provided that (i) the trading price of the Ordinary
Shares is less than the Fixed Conversion Price and (ii) the Company provides the Holder with at least 15 Business Days’ prior written
notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption on the date fixed for early redemption
in such notice (“Redemption Date”). Each Redemption Notice shall be irrevocable and shall specify the outstanding balance
of the Convertible Note to be redeemed and the applicable Redemption Premium. The “Redemption Amount” shall be equal
to the outstanding Principal balance being redeemed by the Company, plus the applicable Redemption Premium, plus all accrued and unpaid
interest. After receipt of the Redemption Notice, the Holder shall have until the Trading Day prior to the Redemption Date to elect to
convert all or any portion of the Note. On the Redemption Date, the Company shall deliver to the Holder the Redemption Amount with respect
to the Principal amount redeemed after giving effect to conversions effected during such period.


 


(3) EVENTS
OF DEFAULT.


 


(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


(i) the
Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note within five
(5) Business Days after such payment is due;


 


(ii) The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary
of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of sixty-one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent
or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary
of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part
of its property which continues undischarged or unstayed for a period of sixty-one (61) days; or the Company or any subsidiary of the
Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary
of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing;
or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;


 






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(iii) The
Company or any subsidiary of the Company shall default in any of its obligations under any other Note or any mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company
or any subsidiary of the Company in an amount exceeding $1,000,000, whether such indebtedness now exists or shall hereafter be created
and such default is not cured within five (5) Business Days;


 


(iv) The
Ordinary Shares shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of 10 consecutive Trading
Days;


 


(v) The
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section (14)) unless in
connection with such Change of Control Transaction this Note is retired;


 


(vi) the
Company’s (A) failure to cure a Conversion Failure by delivery of (I) the required number of Ordinary Shares (II) or the Buy-In Price
within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to the Holder, including by way
of public announcement, at any time, of its intention not to comply with a request for conversion of this Note into Ordinary Shares, other
than pursuant to Section (5)(d);


 


(vii) The
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days
after such payment is due; or


 


(viii) The
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Note (except as may be covered by Section (3)(a)(i) through (3)(a)(viii) hereof) or any Transaction
Document (as defined in Section (14)) which is not cured within any time prescribed herein.


 






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(b) During
the time that any portion of this Note is outstanding, if any Event of Default has occurred, the full unpaid Principal amount of this
Note, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder’s election,
immediately due and payable in cash. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation)
to convert this Note (subject to the beneficial ownership limitations set out in Section (4)(c)) at any time after (x) an Event of Default
or (y) the Maturity Date at the Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest
or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights
and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by
Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon.


 


(4)CONVERSION.This
Note shall be convertible into the Company’s Ordinary Shares on the terms and conditions set forth in this Section (4).


 


(a) Conversion
Right. Subject to the provisions of Section (4)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and non-assessable Ordinary
Shares in accordance with Section (4)(b), at the Conversion Rate (as defined below). Upon each conversion and upon receipt of the appropriate
notice from the Holder as set forth in Section (4)(b)(i) herein, the Company shall issue the applicable Ordinary Shares to the Holder.
The number of Ordinary Shares issuable upon conversion of any Conversion Amount pursuant to this Section (4)(a) shall be determined by
dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). No fraction of an Ordinary
share will be delivered upon any conversion. All calculations under this Section (4) shall be rounded to the nearest $0.00166667. If the
issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of a share up to the nearest
whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and
delivery of shares upon conversion of any Conversion Amount.


 


(i) “Conversion
Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which
this determination is being made.


 


(ii) “Conversion
Price” means as of any Conversion Date (as defined below) or other date of determination, a price per share equal to the
lower of: (i) $3.675 (the “Fixed Conversion Price”) or (ii) 90% of the lowest daily VWAP during the 10
consecutive Trading Days immediately preceding the Conversion Date or other date of determination (the “Variable Conversion
Price”), but not lower than the Floor Price or any reset Floor Price (as applicable). The Conversion Price shall be
adjusted from time to time pursuant to the other terms and conditions of this Note.


 









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(b) Mechanics
of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder
shall (A) transmit by email, for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion
in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section
(4)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification
undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before
the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company
shall, except in the event of Holder’s Breach of Sales Limitation, cause the issuance of the underlying Ordinary Shares and (X)
if legends are not required to be placed on the shares certificates and provided that the Transfer Agent is participating in the Depository
Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct the Transfer Agent to credit such aggregate number
of Ordinary Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit
Withdrawal and Custodian system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
instruct the Transfer Agent to deliver to the address as specified in the Conversion Notice, a share certificate, registered in the name
of the Holder or its designee, for the number of Ordinary Shares to which the Holder shall be entitled which certificates shall not bear
any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for
conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted,
then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its
own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled
to receive Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of
such Ordinary Shares upon the transmission of a Conversion Notice.


 


(ii) Company’s
Failure to Timely Convert. Except in the event of Holder’s Breach of Sales Limitation, if within three (3) Trading Days after
the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue the underlying Ordinary Shares and cause
the issuance and deliver a share certificate to the Holder or credit the Holder’s balance account with DTC for the number of Ordinary
Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”),
and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction
of a sale by the Holder Ordinary Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions) for the Ordinary Shares so purchased
(the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue
such Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing
such Ordinary Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A)
such number of Ordinary Shares, times (B) the Closing Bid Price on the Conversion Date.


 






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(iii) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by
this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing
the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note upon partial conversion.


 


(c) Limitations
on Conversions.


 


(i) Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Note or otherwise receive Ordinary Shares hereunder
to the extent that after giving effect to such conversion or receipt of such Ordinary Shares, the Holder, together with any affiliate
thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder)
in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion. Since the Holder will
not be obligated to report to the Company the number of Ordinary Shares it may hold at the time of a conversion hereunder, unless the
conversion at issue would result in the issuance of Ordinary Shares representing beneficial ownership in excess of 4.99% of the then outstanding
Ordinary Shares without regard to any other Ordinary Shares which may be beneficially owned by the Holder or an affiliate thereof, the
Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular
conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination
of which portion of the Principal amount of this Note is convertible shall be the responsibility and obligation of the Holder, provided
however, upon the request of the Company, the Holder shall report its holdings in Ordinary Shares to the Company. If the Holder has delivered
a Conversion Notice for a Principal amount of this Note that would result in the issuance in excess of the permitted amount hereunder,
the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted
on such Conversion Date in accordance with Section 3(a) and any Principal amount tendered for conversion in excess of the permitted amount
hereunder shall remain outstanding under this Note.


 






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(ii) Principal Market Limitation.
Notwithstanding anything in this Note to the contrary, the Company shall not issue any Ordinary Shares upon conversion of this Note,
or otherwise, if the issuance of such Ordinary Shares would exceed the aggregate number of Ordinary Shares that the Company may issue
in connection with any related transactions that may be considered part of the same series of transactions, would exceed the aggregate
number of Ordinary Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules
or regulations of NASDAQ and shall be referred to as the Exchange Cap (which is 19.99% of the Company’s outstanding Ordinary Shares)
and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event that the
Company (A) obtains the approval of its shareholders as required by the applicable rules of the NASDAQ for issuances of shares in excess
of such amount or (B) invokes the home country exemption and obtains a written opinion from outside counsel to the Company, to the extent
required by the NASDAQ, that it may follow its home country practice, and therefore, such approval is not required. The Exchange Cap
shall be appropriately adjusted for any share dividend, share split, reverse share split or similar transaction.


 


(d) Other
Provisions.


 


(i) The
Company shall at all times reserve and keep available out of its authorized Ordinary Shares the full number of Ordinary Shares issuable
upon conversion of all outstanding amounts under this Note; and within three (3) Business Days following the receipt by the Company of
a Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number
of shares to comply with such requirement.


 


(ii) All
calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole share.


 


(iii) Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (3) herein for the Company’s
failure to deliver certificates representing shares upon conversion within the period specified herein and such Holder shall have the
right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit
the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


(5) Adjustments
to Conversion Price


 


(a) Adjustment of Conversion
Price upon Issuance of Ordinary Shares. If the Company, at any time while this Note is outstanding, issues or sells any Ordinary
Shares or Convertible Securities other than Excluded Securities, for a consideration per share (the “New Issuance Price”)
less than a price equal to the Fixed Conversion Price in effect immediately prior to such issue or sale (such price the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Fixed Conversion
Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the purposes hereof, if the Company in any manner
issues or sells any Convertible Securities and the lowest price per share for which one Ordinary Share is issuable upon such conversion
or exchange or exercise thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share.
No further adjustment of the Conversion Price shall be made upon the actual issuance of such Ordinary Shares upon conversion or exchange
or exercise of such Convertible Securities.









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(b) Adjustment of
Conversion Price upon Subdivision or Combination of Ordinary Shares. If the Company, at any time while this Note is outstanding,
shall (a) pay a share dividend or otherwise make a distribution or distributions on its Ordinary Shares or any other equity or
equity equivalent securities payable in shares which results in an increase in the number of outstanding Ordinary Shares, (b)
subdivide its outstanding Ordinary Shares into a larger number of Ordinary Shares, (c) combine (including by way of reverse share
split) outstanding Ordinary Shares into a smaller number of Ordinary Shares, or (d) issue additional Ordinary Shares by
reclassification of Ordinary Shares or any shares of share capital of the Company, then each of the Fixed Conversion Price and
the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury
shares, if any) outstanding before such event and of which the denominator shall be the number of Ordinary Shares outstanding after
such event (c) of this Section. Any adjustment made pursuant to this Section shall become effective immediately after the record
date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.


 


(c) Other
Events. If any event occurs of the type contemplated by the provisions of this Section (5) but not expressly provided for by such
provisions (including, without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity
features), then the Company’s Board of Directors will make an appropriate adjustment in the Conversion Price so as to protect the rights
of the Holder under this Note. If the Company issues any Convertible Securities with a variable conversion formula that is more favorable
than this Note, then at the option of the Holder, the Variable Conversion Price formula shall be changed to match that of the new Convertible
Securities.


 


(d) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange
for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will
thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition to the Ordinary Shares receivable
upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Ordinary Shares
had such shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or
restrictions on the convertibility of this Note) or (ii) in lieu of the Ordinary Shares otherwise receivable upon such conversion, such
securities or other assets received by the holders of Ordinary Shares in connection with the consummation of such Corporate Event in such
amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such
consideration (as opposed to the Ordinary Shares) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision
made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions of this
Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the
conversion or redemption of this Note.


 






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(e) Whenever
the Conversion Price is adjusted pursuant to Section (5) hereof, the Company shall promptly mail to the Holder a notice setting forth
the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


(6) REISSUANCE
OF THIS NOTE.


 


(a) Transfer.
This Note may be transferred to a party affiliated with the Holder at any time and may be transferred to a party not affiliated with the
Holder only after the reasonable determination by the Company that such transfer would not cause the Company to be out of compliance any
of the requirements of the applicable securities laws and regulations. If this Note is to be transferred, the Holder shall surrender this
Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with
Section (6)(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred
by the Holder (along with any accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred,
a new Note (in accordance with Section (6)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder
and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section (4)(b)(iii) following
conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal
stated on the face of this Note.


 


(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note (in accordance with Section (6)(d)) representing the outstanding Principal.


 


(c) Exchangeable
for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Note or Notes (in accordance with Section (6)(d)) representing in the aggregate the outstanding Principal of this Note, and
each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d) Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be
of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or
in the case of a new Note being issued pursuant to Section (6)(a) or Section (6)(c), the Principal designated by the Holder which, when
added to the Principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining
outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face
of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and
(v) shall represent accrued and unpaid Interest from the Issuance Date.


 






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(7) NOTICES. Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by
letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or
(ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such
communications shall be:


 


	If to the Company, to:	
    Powerbridge Technologies Co., Ltd.

    1st Floor, Building D2, Southern Software Park
    Tangjia Bay, Zhuhai, Guangdong 519080, China Attention: Kelvin Chan

    Telephone: 86-132-2977-6627

    Email: kelvinchan@powerbridge.com

	 	 
	With Copy to:	[insert]
	 	 
	If to the Holder:	YA II PN, Ltd
	 	c/o Yorkville Advisors Global, LP 1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention: Troy J. Rillo
	 	Telephone: 201-985-8300
	 	Email: Legal@yorkvilleadvisors.com



 


or at such other address and/or
email and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three
(3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice,
consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date,
recipient email address or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.


 






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(8) Except
as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional,
to pay the Principal of, interest and other charges (if any) on, this Note at the time, place, and rate, and in the coin or currency,
herein prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall not and shall
cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter
documents so as to adversely affect any rights of the Holder; or (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire
its Ordinary Shares or other equity securities; or (iii) enter into any agreement with respect to any of the foregoing.


 


(9) This
Note shall not entitle the Holder to any of the rights of a shareholder of the Company, including without limitation, the right to vote,
to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of shareholders or any other proceedings
of the Company.


 


(10) This
Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws
thereof. Each of the parties consents to the jurisdiction of the Supreme Court of the State of New York located in the City of New York,
Borough of Manhattan, and the U.S. District Court for the Southern District of New York in connection with any dispute arising under
this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens
to the bringing of any such proceeding in such jurisdictions. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 


(11) If
any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or proceeding.


 


(12) Any
waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist
upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


(13) If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.


 






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(14) CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a) “Applicable
Price” shall have the meaning set forth in Section 5(a).


 


(b) “Bloomberg”
means Bloomberg Financial Markets.


 


(c) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions are authorized or required by law or other government action to close.


 


(d) “Change of
Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through
legal or beneficial ownership of share capital  of the Company, by contract or otherwise) of in excess of fifty percent (50%) of
the voting power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of
convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement
at one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the
death or disability of a member of the board of directors) which is not approved by a majority of those individuals who are members
of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any
date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members
on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any
subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the execution by the
Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in
(a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction under this provision.


 


(e) “Closing
Bid Price” means the price per share in the last reported trade of the Ordinary Shares on the Primary Market or on the exchange
which the Ordinary Shares are then listed as quoted by Bloomberg.


 


(f)
“Conversion Shares” means the Ordinary Shares to be issued by the Company to the Holder upon the Holder’s
conversion of this Note.


 


(g) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for Ordinary Shares.


 


(h) “Commission”
means the Securities and Exchange Commission.


 


(i) “Dilutive
Issuance” shall have the meaning set forth in Section 5(a).


 


(j) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 






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(k) “Excluded
Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Share Plan, (b) Ordinary
Shares issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security
outstanding on the date prior to date of the Securities Purchase Agreement, provided that the terms of such right, option, obligation
or security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion
price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of Ordinary
Shares issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise)
on or after the date of the Securities Purchase Agreement, (c) the Ordinary Shares issued or deemed to be issued by the Company upon conversion
of the Convertible Debentures or exercise of the Warrants, (d) that certain Sales Agreement dated as of February 23, 2021 by and between
the Company and A.G.P. / Alliance Global Partners, (e) Ordinary Shares or Ordinary Share Equivalents to be issued in a registered direct
offering to be placed by A.G.P. / Alliance Global Partners by May 31, 2021, and (f) Ordinary Shares or Ordinary Share Equivalents to be
issued to TenX Global Capital LP or its affiliates.


 


(l) “Floor
Price” means the lower of $1.00 per share or the reset Floor Price (as applicable).


 


(m) “Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another
Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned subsidiary of the Company
for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one or a series
of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Ordinary Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company
effects any reclassification of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively
converted into or exchanged for other securities, cash or property.


 


(n) “New
Issuance Price” shall have the meaning set forth in Section 5(a).


 


(o) “Options”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.


 


(p) “Ordinary
Shares” means the Company’s Ordinary Shares, par value $0.00166667 par value per share, and any share capital
into which such shares shall have been changed or any share capital resulting from a reclassification of such Ordinary Shares.


 


(q) “Other
Notes” means any other Notes issued pursuant to the Securities Purchase Agreement and any other Notes, debentures, or other
instruments issued in exchange, replacement, or modification of the foregoing.


 






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(r) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.


 


(s) “Primary
Market” means the Nasdaq Capital Market and any successor to any of the foregoing markets or exchanges.


 


(t) “Redemption
Premium” means 10% of the Principal amount being redeemed.


 


(u) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(v) “Trading
Day” means a day on which the Ordinary Shares are quoted or traded on a Primary Market on which the shares are then quoted or
listed; provided, that in the event that the Ordinary Shares are not listed or quoted, then Trading Day shall mean a Business Day.


 


(w) “Transaction Document(s)” shall mean this Note,
along with the Securities Purchase Agreement, the Closing Statement, the third Convertible Note, the Registration Rights Agreement, the
Warrant, and any other documents or agreements entered into in connection with any of the foregoing.


 


(x) “Triggering
Event” shall have the meaning set forth in Section 1(c) hereof.


 


(y) “Underlying
Shares” means the Ordinary Shares issuable upon conversion of this Note in accordance with the terms hereof.


 


(z) “Underlying
Shares Registration Statement” means a registration statement meeting the requirements set forth in the Securities Purchase
Agreement, covering among other things the issuance of the Note and Ordinary Shares underlying the Note and the sale of such Ordinary
Shares by the Holder.


 


(aa) “VWAP”
means, for the Ordinary Shares as of any date, the daily dollar volume-weighted average price for such security on the Primary Market
as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	COMPANY:
	 	 
	 	POWERBRIDGE TECHNOLOGIES CO., LTD.
	 	 	 
	 	By:	/s/ Stewart Lor
	 	Name:	Stewart Lor
	 	Title:	Co-CEO and CFO



 




     


     


    

 


EXHIBIT I

CONVERSION NOTICE


 


(To be executed by the Holder in order to
Convert the Note)


 


TO: POWERBRIDGE TECHNOLOGIES CO., LTD.


 


Via Email: 


 


The undersigned hereby irrevocably
elects to convert a portion of the outstanding and unpaid Conversion Amount of Note No. PBTS-2 into ordinary shares of POWERBRIDGE
TECHNOLOGIES CO., LTD., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:
	Principal Amount to be Converted:
	Accrued Interest to be Converted:
	Total Conversion Amount to be converted:
	Fixed Conversion Price: 
	Variable Conversion Price:
	Applicable Conversion Price:
	Number of Ordinary Shares to be Issued:
	 	 
	Please issue the Ordinary Shares in the following name and to the following address:
	[__________________]	
     




 


	Authorized Signature:	 
	Name:	 
	Title:	 
	Broker DTC Participant Code:	 
	Account Number: