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 April 28, 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 $100,000.00 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 312,500 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock”,
and such 312,500 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.






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3.                 
Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered
to Lender on or before May 1, 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.






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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).






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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.






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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.


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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]







 






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EXHBIT A


 


PARTITIONED NOTE


 


 


 






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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 #3


	Original Issue Date: July 24, 2019	U.S. $100,000.00












This Partitioned
Promissory Note #3 (this “Note”) is issued and made effective as of April 28, 2020 (the “Effective
Date”). This Note is issued pursuant to that certain Exchange Agreement dated April 28, 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.






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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.






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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.


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.


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signature page follows]


 






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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 #1]


 



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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.


 






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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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