Exhibit 10.1


 


INVESTMENT
AGREEMENT


 


This
Agreement is entered into this 5th day of May 2017 BETWEEN:


 


		(1)	REBEL
                                         GROUP INC. (CIK No. 0001532158) (“Rebel Group”), a company incorporated
                                         in the State of Florida and having its principal executive office at 7500A Beach Road,
                                         Unit 12-313, The Plaza, Singapore 199591;



 


		(2)	PURE
                                         HEART ENTERTAINMENT PTE LTD (RC No. 200007374H) (“Pure Heart”),
                                         a company incorporated in Singapore and having its registered address at 7500A Beach
                                         Road #12-313 The Plaza, Singapore 199591;



  


		(3)	LEONG
                                         KHIAN KIEE (NRIC No. S0170169Z) (“LKK”), of 65 Shelford Road #02-11
                                         Shelford Regency, Singapore 288455;



 


		(4)	TENG
                                         CHEE KEONG (NRIC NO.S7418771D) (“TCK”), of Apt Blk 4 Sago Lane
                                         #14-103 Singapore 050004.



 


WHEREAS:


 


		(A)	As
                                         at the date of this Agreement, Rebel Group has an issued and paid-up capital of US$315,715
                                         divided into 23,531,548 shares. LKK is a majority shareholder of Rebel Group.



 


		(B)	Pure
                                         Heart is a wholly-owned subsidiary of Rebel Group.



 


		(C)	TCK
                                         has agreed to invest in Rebel Group on the terms and subject to the conditions contained
                                         in this Agreement.



 


IT
IS HEREBY AGREED:


 


		1	Definitions



 


		1.1	In
                                         this Contract, words and expressions used shall have the meanings set out hereunder,
                                         or as defined in this Contract, unless the context otherwise requires:



 


"Agreement"
means this Contract;


 


“Board
of Directors” or “”Directors” means the directors for the time being of Rebel Group;


 


“Business
Day” means a day (other than Saturday, Sunday or public holidays in Singapore and/or the United States) in which banks
are open for general business in Singapore and the United States;


 


“Clause”
means clauses in this Contract;


 


“Completion
Date” means 12 May 2017 or such other date as may be agreed between the parties;


 






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“Conversion
Amount” means the aggregate amount of the Loan, being US$300,000;


 


“Conversion
Date” shall have the meaning ascribed in Clause 7.4(i);


 


“Conversion
Notice” means a notice in writing issued by TCK to Rebel Group substantially in the form set out in Annex A;


 


“Conversion
Period” shall have the meaning ascribed in Clause 7.2;


 


“Conversion
Right” shall have the meaning ascribed in Clause 7.1;


 


“Conversion
Shares” means if the Conversion Right is exercised (a) in accordance with Clause 7.3(i), 600,000 new Shares or (b) in
accordance with Clause 7.3(ii), 500,000 new Shares, to be issued by Rebel Group upon the conversion of the Loan, such Shares to
be issued free from all claims, charges, liens and other Encumbrances and shall rank pari passu with the then existing
Shares in the capital of Rebel Group;


 


“Encumbrance”
means any mortgage, assignment of receivable, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire,
security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest,
any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without
limitation, a title transfer or retention arrangement) having similar effect;


 


“Event
of Default” means any of the events described in Clause 12;


 


“Extended
Maturity Date” shall have the meaning in Clause 4.2;


 


“Loan”
shall have the meaning ascribed in Clause 2.1;


 


“Loan
Disbursement Date” means 5 May 2017 or such other date as may be agreed between the parties;


 


“Maturity
Date” shall have the meaning in Clause 4.1;


 


“Shares”
means ordinary shares issued and outstanding in the common stock of Rebel Group;


 


“Shareholders”
means the shareholders of Rebel Group;


 


“Subscription
Shares” means 1,400,000 new ordinary shares in the capital of Rebel Group;


 


“Subscription
Price” means US$0.50 for each Subscription Share;


 


“Tax”
or “Taxation” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including
any penalty or interest payable in connection with any failures to pay or any delay in paying any of the same);


 


“S$”
and “Singapore Dollars” means the lawful currency of Singapore.


 


“USD”
and “US$” means the lawful currency of The United States of America.


 


“Year”
means one calendar year.


 


		1.2	The
                                         headings in this Agreement are inserted for convenience only and shall be ignored in
                                         construing this Agreement. Unless the context otherwise requires, words (including words
                                         defined herein) denoting the singular number only shall include the plural and vice
                                         versa. The words “written” and “in writing” include any means
                                         of visible reproduction. References to the “Annexes”, “Clauses”
                                         and “Recital” are to be construed as references to the annexes, clauses and
                                         recital of this Agreement respectively. Any reference to a sub clause or a paragraph
                                         is to a sub clause or paragraph of the clause in which such reference appears. Any reference
                                         to a time of the day is to be construed as Singapore time unless otherwise stated.



 






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		1.3	References
                                         to a statute or statutory provision include that statute or provision as from time to
                                         time modified, re-enacted or consolidated whether before or after the date of this Agreement
                                         so far as such modification, re-enactment or consolidation applies or is capable of applying
                                         to any transactions entered into in accordance with this Agreement and (so far as liability
                                         thereunder may exist or can arise) shall include also any past statute or statutory provision
                                         (as from time to time modified, re-enacted or consolidated) which such statute or provision
                                         has directly or indirectly replaced. References to a statutory provision include any
                                         subordinate legislation made from time to time under that provision.



 


		2	THE
                                         LOAN



 


		2.1	TCK
                                         has agreed to grant to Rebel Group a convertible loan of in the aggregate principal amount
                                         of United States Dollars US$300,000 (the “Loan”) subject to
                                         the terms of this Agreement.



 


		2.2	Unless
                                         otherwise notified by Rebel Group in writing, the Loan shall be disbursed by TCK no later
                                         than the Loan Disbursement Date. The Loan shall be disbursed in immediately available
                                         funds to the following account of Rebel Group



 





	 	A/C Name	:	Pure Heart Entertainment Pte Ltd
	 	A/C Number (USD A/C)	:	392 901 126 9
	 	                  (S$
    A/C)	:	392 303 860 2
	 	Bank Name	:	United Overseas Bank Limited (Jalan Sultan Branch)
	 	Bank Address	:	200 Jalan Sultan #01-06 Textile Centre, Singapore 199018
	 	SWIFT Address	:	UOVBSGSG




 


		3	USE
                                         OF PROCEEDS



 


Rebel
Group shall utilise the Loan paid by TCK for Mixed Martial Arts event operations in China.


 


		4	REPAYMENT



 


		4.1	Rebel
                                         Group shall repay the principal amount of the Loan (to the extent actually received by
                                         Rebel Group in accordance with this Agreement and to the extent that it has not been
                                         converted pursuant to Clause 7 (Conversion) below) within 7 Business Days immediately
                                         following 4 May 2018 (the “Maturity Date”).



 


		4.2	TCK
                                         shall at his sole and absolute discretion have the option to extend the term of the Loan
                                         from the Maturity Date to 4 May 2019 (the “Extended Maturity Date”).



 


		5	INTEREST



 


		5.1	Subject
                                         to Clause 5.2 below, Rebel Group shall pay interest on any outstanding portion of the
                                         Loan at the rate of ten percent. (10%) per annum until the date on which the Loan is
                                         fully repaid or converted into Conversion Shares. For the avoidance of doubt, interest
                                         of United States Dollars SevenThousand Five Hundred (US$7,500) is payable every quarter
                                         (on 4th August 2017, 4th November 2017, 4th February
                                         2018 and 4th May 2018 and if the term of the Loan is extended to the Extended
                                         Maturity Date, on 4th August 2018, 4th November 2018, 4th
                                         February 2019 and 4th May 2019).



 






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		5.2	If
                                         any sum becomes due for payment under or pursuant to this Agreement on a day which is
                                         not a Business Day, full payment shall be made on the next succeeding Business Day.



 


		6	GUARANTEE
                                         AND INDEMNITY



 


		6.1	LKK
                                         irrevocably:



 


		(i)	guarantees
                                         to TCK punctual payment by Rebel Group of all of Rebel Group’s obligations under
                                         this Agreement;



 


		(ii)	undertakes
                                         with TCK that whenever Rebel Group does not punctually pay any amount when due under
                                         or in connection with this Agreement, that LKK shall immediately on demand pay that amount
                                         as if he was the principal borrower in respect of that amount; and



 


		(iii)	agrees
                                         with TCK that if any obligation guaranteed or expressed to be guaranteed by him is or
                                         becomes unenforceable, invalid or illegal, he will, as an independent and primary obligation,
                                         indemnify TCK immediately on demand against any cost, loss or liability which TCK incurs
                                         as a result of Rebel Group not paying any amount which would, but for such unenforceability,
                                         invalidity or illegality, have been payable by Rebel Group under this Agreement on the
                                         date when it would have been due. The amount payable by LKK under this indemnity will
                                         not exceed the amount he would have to pay under this Clause 6 if the amount claimed
                                         had been recoverable on the basis of a guarantee.



 


		6.2	This
                                         guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable
                                         by Rebel Group under this Agreement, regardless of any intermediate payment or discharge
                                         in whole or in part.



 


		6.3	If
                                         any discharge, release or arrangement (whether in respect of the obligations of Rebel
                                         Group or any security for those obligations or otherwise) is made by TCK in whole or
                                         in part on the basis of any payment, security or other disposition which is avoided or
                                         must be restored in insolvency, liquidation, administration or otherwise, without limitation,
                                         then the liability of LKK under this Clause 6 will continue or be reinstated as if such
                                         discharge, release or arrangement had not occurred.



 


		6.4	The
                                         obligations of LKK under this Clause 6 will not be affected by an act, omission, matter
                                         or thing which, but for this Clause 6, would reduce, release or prejudice any of its
                                         obligations under this Clause 6 (without limitation and whether or not known to it or
                                         TCK) including:



 


		(i)	any
                                         time, waiver or consent granted to, or composition with Rebel Group, LKK or any other
                                         person;



 


		(ii)	the
                                         release of Rebel Group, LKK or any other person under the terms of any composition or
                                         arrangement with any creditor of Rebel Group, LKK or any other person;



 


		(iii)	the
                                         taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
                                         to perfect, take up or enforce, any rights against, or security over assets of Rebel
                                         Group, LKK or any other person, any non-execution of this Agreement by Rebel Group, LKK
                                         or any other person, or any non-presentation or non-observance of any formality or other
                                         requirement in respect of any instrument or any failure to realise the full value of
                                         any security;



 






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		(iv)	any
                                         incapacity or lack of power, authority or legal personality of or dissolution or change
                                         in the members or status of Rebel Group, LKK or any other person;



 


		(v)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental and whether
                                         or not more onerous) or replacement of this Agreement or any other document or security
                                         including any change in the purpose of, any extension of or increase in any loan or the
                                         addition of any new loans under any agreement or other document or security;



 


		(vi)	any
                                         unenforceability, illegality or invalidity of any obligation of any person under this
                                         Agreement or any other document or security;



 


		(vii)	any
                                         insolvency or similar proceedings.



 


		(viii)	any
                                         postponement, discharge, reduction, non-provability or other similar circumstance affecting
                                         any obligation of any Party or other person under this Agreement resulting from any insolvency,
                                         liquidation or dissolution proceedings or from any law, regulation or order;



 


		(ix)	anything
                                         done or not done by TCK in exercising its rights under this Agreement;



 


		(x)	TCK
                                         obtaining a judgement against Rebel Group in any court for performance of any obligation
                                         under this Agreement;



 


		(xi)	TCK
                                         agreeing to Rebel Group making an assignment for the benefit of Rebel Group’s creditors
                                         or any arrangement with creditors under insolvency laws; or



 


		(xii)	any
                                         arrangement made between TCK and Rebel Group with or without the consent of LKK.



 


		6.5	LKK
                                         waives any right he may have of first requiring Rebel Group (or any trustee or agent
                                         on its behalf) to proceed against or enforce any other rights or security or claim payment
                                         from any person before claiming from LKK under this Clause 6. This waiver applies irrespective
                                         of any law or any provision of this Agreement to the contrary.



 


		6.6	The
                                         guarantee under this Clause 6 is in addition to and is not in any way prejudiced by any
                                         other guarantee or security now or subsequently held by TCK.



 


		7	CONVERSION



 


		7.1	TCK
                                         shall be entitled to convert the Loan into Conversion Shares on the terms set out below
                                         (the “Conversion Right”).



 


		7.2	Subject
                                         to Clause 7.1, the Conversion Right can be exercised at any time for the period commencing
                                         on the date hereof and ending on either of (a) 14 days after the Maturity Date or (b)
                                         14 days after the Extended Maturity Date (if the repayment of the Loan is extended in
                                         accordance with Clause 4 above) (the “Conversion Period”), in full
                                         and not in part, by TCK serving a Conversion Notice on Rebel Group. A Conversion Notice,
                                         once received by Rebel Group, shall be irrevocable.



 


		7.3	For
                                         the purposes of Clauses 7.1 and 7.2, the Conversion Shares shall be calculated as follows:



 


		(i)	in
                                         the event that the Conversion Right is exercised within 7 Business Days immediately following
                                         the Maturity Date, it shall result in TCK being issued the Conversion Shares based on
                                         the share price of USD0.50 per share.



 






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		(ii)	in
                                         the event that the Conversion Right is exercised after the Maturity Date but within 7
                                         Business Days immediately following the Extended Maturity Date, it shall result in TCK
                                         being issued the Conversion Shares based on the share price of USD0.60 per Share.



 


		7.4	Upon
                                         receipt by Rebel Group of the Conversion Notice and its enclosures, in each case duly
                                         executed by TCK:



 


		(i)	Rebel
                                         Group shall allot and issue, on or prior to the date falling 10 Business Days after the
                                         date of the Conversion Notice (the “Conversion Date”), in favour of
                                         TCK the Conversion Shares; and



 


		(ii)	TCK
                                         shall be deemed to have applied and subscribed for the Conversion Shares at a total consideration
                                         equal to the principal sum of the Loan, and the Loan shall be deemed to be fully discharged
                                         and released simultaneously upon the allotment of the Conversion Shares to TCK.



  


		7.5	On
                                         the Conversion Date, Rebel Group shall deliver to TCK the following:



 


		(i)	the
                                         definitive share certificate in respect of the Conversion Shares (credited as fully paid-up);
                                         and



 


		(ii)	a
                                         certified true copy of the updated register of members of Rebel Group with TCK’s
                                         name entered thereon as a member of Rebel Group in respect of the Conversion Shares.



 


		8	SUBSCRIPTION,
                                         ISSUE AND ALLOTMENT OF SHARES TO TCK



 


		8.1	Subject
                                         to the terms and conditions of this Agreement, on the Completion Date, TCK, relying on
                                         the representations, warranties, undertaking and indemity by Rebel Group, Pure Heart
                                         and LKK contained in this Agreement shall subscribe in cash for, and Rebel Group shall
                                         issue and allot the Subscription Shares based on the share price of USD0.50 to TCK at
                                         the aggregate Subscription Price of US$700,000.



 


		8.2	The
                                         Subscription Shares shall be allotted and issued by Rebel Group free from all claims,
                                         charges, liens, options, pledges and other encumbrances on the Completion Date.



  


		9	CONDITIONS
                                         PRECEDENT



 


		9.1	The
                                         issue and allotment of the Subscription Shares is conditional upon the following conditions
                                         (“Conditions”) having been fulfilled (or waived):



 


		(i)	the
                                         approval of the board of directors (and if required, the shareholders) of each Party
                                         for the entering into of this Agreement and other related transactions as may be required
                                         in relation thereto;



 


		(ii)	the
                                         clearance by OTCQX and/or OTCQB if required, of the transactions contemplated in this
                                         Agreement;



 






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		(iii)	all
                                         applicable governmental or regulatory approvals being obtained, including but not limited
                                         to any OTCQX or OTCQB requirements, for the issue and allotment of the Subscription Shares.



 


		9.2	If
                                         at any time Rebel Group or LKK shall become aware of a fact or circumstance which might
                                         prevent any of the Conditions from being satisfied, it shall immediately inform TCK.



 


		9.3	A
                                         Party shall notify the other Party promptly in writing upon either:



 


		(i)	waiving
                                         a Condition; or



 


		(ii)	being
                                         satisfied that a Condition has been fulfilled.



 


		10	PAYMENT
                                         AND COMPLETION



 


		10.1	Completion
                                         for the subscription, allotment and issuance of the Subscription Shares shall take place
                                         at such venue as the Parties may agree on the Completion Date.



 


		10.2	On
the Completion Date, Rebel Group shall deliver to TCK:



 


		(i)	a
                                         certified true copy of the shareholders’ resolution (a) approving the allotment
                                         and issue of the Subscription Shares to TCK and authorising the Board of Directors to
                                         allot and issue the Subscription Shares to TCK and (b) appointing TCK as an independent
                                         non-executive director of Rebel Group;



  


		(ii)	a
                                         certified true copy of the resolutions of the Board of Directors approving the allotment
                                         and issue of the Subscription Shares to TCK;
	 	 	 
	 	(iii)	the
duly issued share certificates in respect of the Subscription Shares;
	 	 	 
	 	(iv)	a
certified true copy of the constitutional documents of Rebel Group;



  


		10.3	Rebel
                                         Group shall duly file with the Florida corporate regulatory authority and/or any other
                                         appropriate governmental authority all relevant documents, returns, notifications and
                                         instruments in relation to the subscription for, allotment and issue of the Subscription
                                         Shares as soon as possible, and in any event within the time period stipulated in any
                                         relevant U.S. legislation or regulations.



 


		10.4	On
                                         the Completion Date, TCK shall pay to Rebel Group the aggregate Subscription Price for
                                         the Subscription Shares, such payment to be made by way of cashier’s order or such
                                         other form of payment as Rebel Group may deem to be acceptable.



 






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		11	REPRESENTATIONS,
                                         WARRANTIES AND UNDERTAKINGS



 


		11.1	Each
                                         of Rebel Group, Pure Heart and LKK jointly and severally represent and warrant to TCK
                                         that as at the date hereof:



 


		(i)	It/he
                                         has the legal right and full power and authority to execute and deliver this Agreement
                                         and perform the transactions contemplated hereby, and all necessary actions have been
                                         taken to authorise the execution, delivery and performance of this Agreement and all
                                         other documents to be executed and delivered by Rebel Group in connection therewith;



 


		(ii)	this
                                         Agreement constitutes its/his valid and legally binding obligations, enforceable against
                                         it/him in accordance with its/his terms;



 


		(iii)	the
                                         execution and delivery of, and the performance by it of its obligations under this Agreement
                                         do not and will not:



 


		a)	infringe,
                                         or constitute a default under, any instrument, contract, document or agreement to which
                                         it/he is a party or by which it/he or its/his assets are bound; or



 


		b)	result
                                         in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or
                                         undertaking to any court, government body, statutory authority or regulatory, administrative
                                         or supervisory body to which it/he is a party or by which it/he or its/his assets are
                                         bound, whether in Singapore, United States or elsewhere; and



 


		(iv)	it/he
                                         is not insolvent or unable to pay its/his debts (including subordinated or contingent
                                         debts), nor will it/he become so in consequence of entering into this Agreement and/or
                                         performing any transaction contemplated by this Agreement.



 


		11.2	Each
                                         of Rebel Group, Pure Heart and LKK further jointly and severally represent, warrant and
                                         undertake to TCK that:



 


		(i)	the
                                         Conversion Shares to be allotted and issued pursuant to the exercise of the Conversion
                                         Right are validly authorised but unissued Shares which Rebel Group shall, on the exercise
                                         of the Conversion Right by TCK, have full authority to allot and issue and are not subject
                                         to any pre-emptive or other similar rights of Shareholders (and if so subject, such rights
                                         shall have been duly waived by all the Shareholders for the time being), and when allotted,
                                         issued and paid up pursuant to the terms of this Agreement, will be validly issued and
                                         fully paid Shares which will not be subject to further call;



 


		(ii)	the
                                         Conversion Shares shall be issued free from all Encumbrances and will be freely transferable
                                         (save to the extent restricted in Rebel Group’s constitutional documents and applicable
                                         laws and regulations, if any) and shall rank pari passu in all respects with all
                                         other Shares in issue at the time of the allotment of the Conversion Shares (save to
                                         the extent, if any, otherwise provided in Rebel Group’s constitutional documents
                                         and applicable laws and regulations);



 


		(iii)	all
                                         written information and documents provided by Rebel Group, its officers, representatives
                                         and/or its advisers (whether or not included in this Agreement) are when provided true
                                         and accurate in all material aspects and not misleading; and



 


		(iv)	from
                                         the date of this Agreement to the earlier of:



 


		(a)	the
                                         Maturity Date or Extended Maturity Date (as the case may be); and



 






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		(b)	the
                                         allotment date of the Conversion Shares to TCK,



 


it/he
will promptly notify TCK in writing of any changes to the share capital structure of Rebel Group, and the issue or grant of any
option, right and/or convertible (whether exercisable now or in future and whether contingent or not) by Rebel Group to call for
the allotment, conversion, issue, sale or transfer of any of the Shares.


 


		11.3	Each
                                         of Rebel Group and LKK jointly and severally warrant that:



 


		(i)	Rebel
                                         Group is or will on Completion Date be entitled to or is otherwise able to allot and
                                         issue to TCK the Subscription Shares on the terms and conditions of this Agreement without
                                         the consent of any person;



 


		(ii)	that
                                         the Subscription Shares will on issue have been validly authorised, such Subscription
                                         Shares are not or will not be subject to any pre-emptive rights of any person, and when
                                         allotted and issued will be validly allotted and issued as preference shares which are
                                         free from all and any Encumbrance; and



 


		(iii)	no
                                         person has the right (whether exercisable now or in the future and whether contingent
                                         or not) to call for the allotment, issue, sale or transfer of any share or loan capital
                                         of Rebel Group under any option or other agreement (including conversion rights and rights
                                         of pre-emption).



 


		11.4	Save
                                         as disclosed to TCK in writing, Rebel Group hereby represents and warrants to TCK and
                                         his successors in title that as at the date of this Agreement and for each day up to
                                         and including the date of Completion, each of the representations and warranties set
                                         out in Annex B (“Warranties”) is true and accurate in all respects
                                         and there is no information the omission of which might make any of such representations
                                         and warranties misleading or inaccurate in any respect.



 


		11.5	Each
                                         of the Warranties shall be separate and independent and save as expressly provided shall
                                         not be limited by reference to any other Clause or anything in this Agreement or any
                                         other paragraph of Annex B. The Warranties given hereunder shall continue after the Completion
                                         Date and shall not in any respect be extinguished or qualified in any way affected except
                                         by a specific and duly authorised written waiver or release by TCK.



 


		11.6	If
                                         at Completion, it shall be found that any of the Warranties has not been carried out
                                         or complied with to the satisfaction of TCK or is otherwise untrue or misleading in any
                                         respect, TCK shall be entitled (in addition to and without prejudice to all other rights
                                         or remedies available to it and its successors in title including the right to claim
                                         damages) by notice in writing to the other Parties to terminate this Agreement and/or
                                         his obligation to subscribe for the Subscription Shares, but failure to exercise this
                                         right shall not constitute a waiver of any other rights of TCK or his successors in title
                                         arising out of any breach of a Warranty.



 


		11.7	Each
                                         of Rebel Group and LKK hereby jointly and severally covenants to TCK to indemnify and
                                         hold harmless TCK from and against any and all losses, damages, charges, costs and expenses
                                         of whatever nature which TCK may at any time and from time to time sustain, incur or
                                         suffer as a direct result of or arising out of a breach or breaches of the representations,
                                         warranties and undertakings contained in this Agreement.



 






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		11.8	TCK
                                         represents and warrants to Rebel Group that as the date hereof:



 


		(i)	this
                                         Agreement has been duly executed and delivered by TCK and constitutes a valid and legally
                                         binding obligation of TCK, enforceable in accordance with its terms; and



 


		(ii)	he
                                         has full legal right and capacity to execute and deliver this Agreement and perform the
                                         transactions contemplated hereby.



 


		12	EVENTS
                                         OF DEFAULT



 


		12.1	Each
                                         of the following events or circumstances is an Event of Default:



 


		(i)	Rebel
                                         Group commits any material breach of its obligations under this Agreement or any representation
                                         or warranty given in this Agreement is false or inaccurate in any material respect, and,
                                         if remediable, fails to remedy such breach within 14 days from the service of written
                                         notice by TCK notifying such breach;



 


		(ii)	Rebel
                                         Group is adjudicated to be insolvent or if applicable, enters into a scheme of arrangement
                                         or composition with or assignment for the benefit of all or any class of creditors or
                                         any order is made by any competent court or other appropriate authority or any resolution
                                         is passed for the winding-up of Rebel Group or for the appointment of a judicial manager,
                                         liquidator or provisional liquidator, receiver or receiver and manager, trustee or similar
                                         officer of the whole or any part of the undertakings, assets, rights or revenue of Rebel
                                         Group;



 


		(iii)	any
                                         expropriation, attachment, sequestration, distress or execution which affects any asset
                                         or assets of Rebel Group is not discharged within one (1) month; or



 


		(iv)	it
                                         is or becomes unlawful for Rebel Group to perform any of its obligations under this Agreement.



 


		12.2	On
                                         and at any time after the occurrence of an Event of Default TCK may, by notice to Rebel
                                         Group, declare that all or part of the Loan (to the extent actually received by Rebel
                                         Group in accordance with this Agreement and to the extent unconverted pursuant to the
                                         exercise of the Conversion Right) be immediately due and payable, whereupon they shall
                                         become immediately due and payable.



 


		13	CONFIDENTIALITY



 


		13.1	Each
                                         Party agrees to keep strictly confidential, and under no circumstances disclose to any
                                         person who is not a Party, any confidential information and discussions relating to,
                                         arising from or in connection with this Agreement unless such disclosure is expressly
                                         permitted by the prior written consent of the other Parties, which shall not be unreasonably
                                         withheld.



 


		13.2	The
                                         obligations in this Clause 10 shall not apply to:



 


		(i)	any
                                         information obtained which becomes generally known to the public, other than by reason
                                         of any willful or negligent act or omission of the disclosing Party or any of its agents,
                                         advisers, directors, officers, employees or representatives;



 


		(ii)	any
                                         information which is required to be disclosed to a Party pursuant to judicial proceedings,
                                         any applicable laws, or rules and regulations of any regulatory authority; and



 






    	 	10	 



     


    

 


		(iii)	any
                                         information disclosed by a Party to its respective professional advisers or its directors,
                                         officers and shareholders for the purpose of entering into, performing, or exercising
                                         its obligations under this Agreement, provided that the disclosing Party procures such
                                         persons to be made aware or agree to be bound by the provisions under this clause.



 


		13.3	Notwithstanding
                                         Clause 10, each Party’s obligations under this clause shall apply without limitation
                                         in time and shall survive termination of this Agreement.



 


		14	NOTICES



 


All
notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and
delivered personally or sent by local courier or by email or facsimile transmission to the intended recipient thereof at its or
his address or email address or facsimile number, and marked for the attention of such person (if any), designated by it or him
for the purposes of this Agreement. The initial address, email address or facsimile number and person (if any) so designated by
the Parties are set out below:


 





	 	Rebel Group, Inc.
	 	 
	 	Address	:	7500A Beach Road, Unit 12-313, The Plaza, Singapore 199591
	 	Email	:	kkleong@rebelfc.com.sg
	 	Facsimile	:	63387806
	 	Attention:	:	Mr. K K Leong
	 	 	 	 
	 	Pure Heart
	 	 
	 	Address	:	7500A Beach Road, Unit 12-313, The Plaza, Singapore 199591
	 	Email	:	justin@rebelfc.com.sg
	 	Facsimile	:	63387806
	 	Attention:	:	Leong Aan Yee, Justin
	 	 	 	 
	 	LKK
	 	 
	 	Address	:	65 Shelford Road #02-11 Shelford Regency, Singapore 288455
	 	Email	:	kkleong@rebelfc.com.sg
	 	Facsimile	:	63387806
	 	Attention:	:	Mr. K K Leong
	 	 	 	 
	 	TCK
	 	 
	 	Address	:	Apt Blk 4 Sago Lane #14-103 Singapore 050004.
	 	Email	:	mephistkyle@gmail.com
	 	Attention	:	Mr C K Teng




 






    	 	11	 



     


    

 


		15	COSTS



 


Rebel
Group Inc shall bear its own Taxes, legal costs, and any other costs and expenses incurred in connection with this Agreement.


 


		16	FURTHER
                                         ASSURANCE



 


Each
Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary
to give effect to the terms of this Agreement.


 


		17	ASSIGNMENT



 


Each
Party shall not assign or transfer any of its rights (including the Loan and the right to the repayment thereof and the Conversion
Right), undertakings, agreements, duties, liabilities or obligations under this Agreement without the prior written consent of
the other Parties.


 


		18	TIME
                                         OF ESSENCE



 


Time
shall be of the essence of the obligations to be performed by the Parties under this Agreement.


 


		19	ENTIRE
                                         AGREEMENT



 


This
Agreement constitutes the entire Agreement between the Parties with respect to the subject matter of this Agreement and supersedes
and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.


 


		20	VARIATION



 


No
variation, supplement, deletion or replacement of or from this Agreement or any of its items shall be effective unless made in
writing and signed by or on behalf of each Party.


 


		21	NON-WAIVER



 


No
failure to exercise, nor any delay in exercising any right or remedy under this Agreement shall operate as a waiver, nor shall
any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right
or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided
by law.


 


		22	SEVERANCE



 


If
any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this
Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision;
and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.


 






    	 	12	 



     


    

 


		23	THIRD
                                         PARTIES



 


The
Contracts (Rights of Third Parties) Act, Chapter 53B shall not under any circumstances apply to this Agreement and any person
who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or form
part of a class of persons so named, referred to or identified in this Agreement) shall have no right under the Contracts (Rights
of Third Parties) Act, Chapter 53B to enforce this Agreement.


 


		24	COUNTERPARTS



 


This
Agreement may be signed in any number of counterparts, and by the Parties on separate counterparts, each of which when so executed,
shall be an original, but all counterparts shall together constitute one and the same document. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or other electronic transmission, such as a PDF, shall be effective as delivery
of a manually executed counterpart of this Agreement, with original signatures to follow.


 


		25	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


		25.1	This
                                         Agreement is governed by, and shall be construed in accordance with, the laws of Singapore.



 


		25.2	The
                                         Parties irrevocably agree to submit to the exclusive jurisdiction of the courts of Singapore
                                         in all matters arising in connection with this Agreement.



 






    	 	13	 



     


    

 


ANNEX
A


 


CONVERSION
NOTICE


 





	Date	:	[●]
	 	 	 
	To	:	Rebel Group Inc.
	 	 	7500A Beach Road, 
	 	 	Unit 12-313, The Plaza, 
	 	 	Singapore 199591
	 	 	 
	Attn	:	The Board of Directors




 


Dear
Sirs


 


CONVERSION
OF THE LOAN


 


		1.	I,
                                         [●], hereby irrevocably exercise my conversion rights in respect of the
                                         Investment Agreement (the “Agreement”) dated [●] 2017 made between
                                         (1) yourselves, (2) Pure Heart Entertainment Pte Ltd, (3) Leong Khian Kiee and (4) myself
                                         in accordance with Clause 7 (Conversion) of the Agreement. Terms defined and references
                                         construed in the Agreement shall have the same meaning and construction in this notice.



 


		2.	I
                                         hereby irrevocably request that the Loan be converted in accordance with Clause 7 (Conversion),
                                         and hereby give you notice that the Conversion Amount is United States Dollars Three
                                         Hundred Thousand (US$300,000) and that the number of Conversion Shares to be issued and
                                         allotted to me is [ ] new ordinary shares in the capital of Rebel Group Inc.



 


Yours
faithfully,


 





	 	 




Name:


 






    	 	14	 



     


    







 


ANNEX
B


 


WARRANTIES


 


		1.	Information



 


All
written information disclosed by Rebel Group or its directors or auditors or financial advisers or consultants to TCK or his representatives
in the course of the negotiations leading to this Agreement was when given true, complete and accurate in all material respects
or has been corrected by other written information subsequently given to TCK or his representatives and Rebel Group is not aware
of any fact or matter not disclosed in writing to TCK which renders any such information untrue, inaccurate or misleading in any
material respect of the disclosure of which might reasonably affect the willingness of the Subscriber to subscribe for the Subscription
Shares or the terms upon which TCK would be wiling to subscribe for them.


 


		2.	Accounts



 


		(a)	As
                                         at Completion, the audited and unaudited accounts of Rebel Group covering the period
                                         from the date of incorporation of Rebel Group up to 31 December 2016 (the “Accounts
                                         Date”) delivered to TCK (the “Accounts”) have been prepared
                                         so as to give a true and fair view of the state of affairs of Rebel Group and do not
                                         materially misstate the assets and liabilities of Rebel Group at the date of the Accounts
                                         nor the profits or losses for the period concerned.



 


		(b)	Save
                                         as disclosed to TCK in writing, Rebel Group does not have any outstanding loan capital,
                                         nor any debt, nor is it engaged in financing of a type which would not be required to
                                         be shown or reflected in the Accounts, nor has it, borrowed any money which it has not
                                         repaid.



 


		(c)	There
                                         are no liabilities (including contingent liabilities) which are outstanding on the part
                                         of Rebel Group, other than those liabilities disclosed in the Accounts or which have
                                         arisen in the ordinary course of business since the date of Accounts.



 


		(d)	There
                                         has been no revaluation of any assets, fixed or otherwise, of Rebel Group from the value
                                         of those assets stated in the Accounts.



 


		(e)	No
                                         value was attributed in the Accounts to any assets which was not beneficially owned by
                                         Rebel Group at the date of the Accounts or which, in the case of fixed assets, were not
                                         in full and exclusive use for the purposes of Rebel Group’s business.



 






    	 	15	 



     


    

 


		(f)	The
                                         stock-in-trade and work-in-progress were valued in the Accounts at figures not exceeding
                                         the amounts which could in the circumstances existing at the date of the Accounts, reasonably
                                         be expected to be realised in the ordinary and usual course of carrying on the business
                                         of Rebel Group (net of selling and distribution costs).



 


		(g)	The
                                         profits and losses of Rebel Group for the period ended on the date of the Accounts as
                                         shown by the Accounts and the trend of profits and losses shown by such accounts have
                                         not (except as fairly disclosed in such accounts) been affected by changes or inconsistencies
                                         in accounting treatment, by any non-recurring items of income or expenditure, by transactions
                                         of an abnormal or unusual nature or entered into otherwise than on normal commercial
                                         terms or by any other factors rendering such profits and losses for all or any of such
                                         periods exceptionally high or low.



 


		(h)	Full
                                         provision or reserve has been made in the Accounts for all Taxation liable to be assets
                                         on Rebel Group or for which Rebel Group is or may become accountable in respect of:



 


		(i)	profits,
                                         gains or income (as computed for Taxation purposes) arising or accruing or deemed to
                                         arise or accrue on or before the date of Accounts; and



 


		(ii)	any
                                         transactions effected or deemed to be effected on or before the date of the Accounts,
                                         or provided for in the Accounts.



 


		(i)	Full
                                         provision for deferred Taxation has been made in the Accounts in accordance with accounting
                                         principles, standards and practices generally accepted in USA at the relevant date of
                                         the Accounts.



 


		3.	Changes
                                         since Accounts Date



 


Rebel
Group (a) is a corporation duly organised and validly existing under the laws of Florida, USA (b) has full corporate power to
carry on its business as it is now conducted, and (c) is entitled to own, lease or operate the properties and assets it now owns,
leases and operates.


 


Since
the Accounts Date, save as disclosed in writing by Rebel Group to TCK or in the Accounts (if any):


 


		(a)	it
                                         has not carried on any business other than the existing business of Rebel Group;



 


		(b)	its
                                         business has been lawfully carried on in the ordinary course;



 


		(c)	there
                                         has been no material adverse change in its financial position, operations, assets or
                                         prospects and no event, fact or matter has occurred which will give rise to any such
                                         change;



 


		(d)	its
                                         business has not been materially and adversely affected by the loss of any important
                                         customer or by any abnormal factor not affecting similar businesses to a like extent
                                         and there are no facts which are likely to give rise to any such effects;



 


		(e)	it
                                         has not repaid any shareholders loan or inter-Rebel Group loan owing by it or paid any
                                         accrued directors’ fees to any of its directors, whether in the ordinary and usual
                                         course of business or not;



 


		(f)	no
                                         dividend or other distribution has been declared, made or paid to its members;



 






    	 	16	 



     


    

 


		(g)	no
                                         share or loan capital or any other security giving rise to a right over the capital has
                                         been allotted or issued or agreed to be allotted or issued;



 


		(h)	it
                                         has not redeemed or purchased or agreed to redeem or purchase any of its share capital;



 


		(i)	it
                                         has not made or received any surrender relating to group relief or any surrender of a
                                         Tax refund;



 


		(j)	no
                                         insurance claims have been refused or settled below the amount claimed;



 


		(k)	it
                                         has not entered into any unusual, long term and onerous commitments and contracts; and



 


		(l)	it
                                         has not disposed of any assets which are material for the business of Rebel Group.



 


		4.	Litigation



 


		(a)	Rebel
                                         Group is not present engaged whether as plaintiff or defendant or otherwise any legal
                                         action, proceeding or arbitration or being prosecuted for any criminal offence and no
                                         such legal action, proceeding, arbitration or prosecution is pending or threatened by
                                         or against Rebel Group (or any person for whose acts or defaults Rebel Group may be vicariously
                                         liable).



 


		(b)	There
                                         are no circumstances known to Rebel Group which, to the best knowledge of Rebel Group,
                                         are likely to lead to any such claim or legal action, proceeding or arbitration or prosecution
                                         against Rebel Group.



 


		(c)	Neither
                                         Rebel Group, nor any of the properties, assets or operations which it owns or in which
                                         it is interested, is subject to any continuing injunction, judgment or order of any Court,
                                         arbitrator, governmental agency or regulatory body, nor in default under any order, licence,
                                         regulation or demand of any governmental agency or regulatory body or with respect to
                                         any order, suit, injunction or decree of any Court.



 


		5.	Taxation



 


		(a)	Rebel
                                         Group has not been the subject of an investigation, discovery or access order by or involving
                                         any Taxation authority and there are no circumstances existing which make it likely that
                                         an investigation, discovery or order will be made.



 


		(b)	All
                                         returns, computations, notices and information which are or have been required to be
                                         made or given Rebel Group for any Taxation purpose:



 


		(i)	have
                                         been made or given within the requisite periods and on a proper basis and are up-to-date
                                         and correct; and



 


		(ii)	none
                                         of them is, or is likely to be, the subject of any dispute with the Inland Revenue or
                                         other Taxation authorities.



 






    	 	17	 



     


    

 


		(c)	Rebel
                                         Group is in possession of sufficient information to enable it to compute its liability
                                         to Taxation insofar as it depends on any transaction occurring on or before the Completion
                                         Date.



 


		(d)	No
                                         transaction has been effected by Rebel Group in respect of which any consent or clearance
                                         from the relevant Taxation authorities or other governmental authorities was required
                                         or was or could have been sought (i) without such consent or clearance having been validly
                                         obtained before the transaction was effected, (ii) otherwise than in accordance with
                                         the terms of and so as to satisfy any conditions attached to such consent or clearance,
                                         and (iii) otherwise than at a time when in circumstances in which such consent or clearance
                                         was valid and effective.



 


		(e)	All
                                         particulars furnished to the relevant Taxation authorities or other governmental authorities,
                                         in connection with the application for any consent or clearance by Rebel Group, fully
                                         and accurately disclosed all facts and circumstances relevant to the decision of the
                                         relevant Taxation authorities.



 


		(f)	Rebel
                                         Group has not paid nor has any director or officer of Rebel Group paid, or become liable
                                         to pay, any fine, penalty or interest charged by virtue of any other statutory provision
                                         relating to Taxation.



 


		(g)	Rebel
                                         Group has complied in all respects with all statutory provisions relating to Taxation
                                         and requiring the deduction of Tax from any payment made by it, and has properly accounted
                                         for, and remitted or paid to the Inland Revenue or other Taxation authorities within
                                         the time required.



 


		(h)	Rebel
                                         Group has not since its incorporated engaged in, or been a party to, any transaction
                                         or series of transaction or scheme or arrangement of which the main purpose, or one of
                                         the main purposes, was or could be said to be the avoidance of, or deferral of or a reduction
                                         in liability to, Taxation.



 


		(i)	All
                                         documents to which Rebel Group is a party or which form part of Rebel Group’s title
                                         to any asset owned or possessed by it or which it may need to enforce or produce in evidence
                                         in the courts of Singapore have been duly stamped and (where appropriate) adjudicated.



 


		6.	Employees



 


		(a)	There
                                         are no amounts owing to any present or former director of Rebel Group other than any
                                         amounts reimbursable to such director for any expenses properly incurred by such director
                                         in the ordinary course of performing his duties as a director or employee.



 


		(b)	There
                                         are no employees employed in Rebel Group other than those whose details have been disclosed
                                         in writing to TCK.



 


		(c)	Full
                                         details, in relation to Rebel Group, of the terms of all consultancy and employment agreements
                                         have been disclosed in writing to TCK.



 






    	 	18	 



     


    

 


		(d)	To
                                         the best knowledge of Rebel Group, no liability has been incurred, and no liability is
                                         expected to be incurred, by Rebel Group for breach of any contract of employment or consultancy
                                         agreement with any employee or consultant, including redundancy payments, protective
                                         awards, compensation for wrongful dismissal, unfair dismissal or for failure to comply
                                         with any order for the reinstatement or re-engagement of any employee.



 


		(e)	Save
                                         as disclosed in writing to TCK, Rebel Group has not made or agreed to make any payment
                                         or provided or agreed to provide any benefit to any employee or consultant or former
                                         employee or consultant or any dependant of any such persons in connection with the proposed
                                         termination or suspension of employment or variation of any contract of employment or
                                         consultancy agreement of any such employee or consultant or former employee or consultant.



 


		7.	Debts
                                         to, and Contracts with, Connected Persons



 


		(a)	There
                                         are:



 


		(i)	no
                                         loans made by Rebel Group to its shareholders and/or directors or any affiliate of a
                                         shareholder or director (each a “Connected Person”);



 


		(ii)	no
                                         debts owing to Rebel Group by any Connected Person;



 


		(iii)	no
                                         securities for any such loans or debts as aforesaid; and



 


		(iv)	no
                                         claim or circumstance which may reasonably be expected to give rise to a claim against
                                         Rebel Group by any Connected Person or employee of Rebel Group.



 


		(b)	There
                                         are no existing contracts or arrangement to which Rebel Group is a party and in which
                                         any shareholder and/or any director is interested.



 


		(c)	No
                                         director has any right or interest, direct or indirect, in any business other than those
                                         now carried on by Rebel Group which is of a similar nature to or is, or is likely to
                                         become, competitive with any of the businesses or any proposed new business of Rebel
                                         Group other than right or interest in shares or securities of any such public listed
                                         company which is listed and traded on any stock exchange where such right or interest
                                         does not exceed 4% of such public listed company’s total share capital.



 


		8.	Capital
                                         Commitments, Unusual Contracts and Guarantees



 


Save
as disclosed to TCK in writing or in the Accounts (if any) Rebel Group:


 


		(a)	has
                                         no other capital commitments;



 


		(b)	has
                                         not delegated any powers under a power of attorney which remains in effect;



 


		(c)	has
                                         not entered into or is bound by any guarantee or indemnity under which any liability
                                         or contingent liability is outstanding;



 


		(d)	is
                                         not or has not agreed to become a member of any joint venture, consortium, partnership
                                         or other unincorporated association; is or has agreed to become, a party to any agreement
                                         or arrangement for participating with others in any business sharing commissions or other
                                         income;



 






    	 	19	 



     


    

 


		(e)	is
                                         not a party to any agreement or arrangement of any nature whatsoever which restricts
                                         its freedom to carry on its business in any part of the world in any manner; or



 


		(f)	is
                                         or has been a party to any contract, commitment, arrangement, transaction, understanding,
                                         obligation or liability which:



 


		(i)	is
                                         outside the ordinary and usual course of business;



 


		(ii)	is
                                         not wholly on an arm’s length basis;



 


		(iii)	is
                                         of a long-term nature (that is, unlikely to have been fully performed in accordance with
                                         its terms more than six months after the date it was entered into or undertaken or incapable
                                         of termination by Rebel Group on six months’ notice or less); or



 


		(iv)	involves,
                                         or is likely to involve, obligations or liabilities which by reason of their nature or
                                         magnitude, ought reasonably to be made known to an intending investor in Rebel Group.



 


		9.	Book
                                         Debts 



 


Save
as disclosed to TCK in writing or in the Accounts (if any), Rebel Group does not have any book debts.


 


		10.	Title
                                         to Assets



 


Save
as disclosed to TCK in writing or in the Accounts, if any:


 


		(a)	the
                                         assets owned by Rebel Group comprise all the assets necessary to enable Rebel Group to
                                         carry on its business in the ordinary course as carried on up to the present time and
                                         no such assets are used wholly or partly for any purpose other than its business.



 


		(b)	all
                                         assets of Rebel Group, including all debts due to Rebel Group which have been represented
                                         as being the property of or due to Rebel Group or used or held for the purposes of its
                                         business, were on the relevant date the absolute property of Rebel Group and (save for
                                         those subsequently disposed of or realised in the ordinary and usual course of business)
                                         all such assets and all assets and debts which have subsequently have been acquired or
                                         arisen are the absolute property of Rebel Group and none is the subject of any assignment
                                         or Encumbrance (excepting only liens arising by operation of law in the normal course
                                         of trading) or the subject of any factoring arrangement, hire purchase, conditional sale
                                         or credit sale agreement.



 






    	 	20	 



     


    

 


		(c)	all
                                         such assets are, where capable of possession, in the possession of or under the control
                                         of Rebel Group or Rebel Group is entitled to take possession or control of such assets.



 


		(d)	The
                                         property, rights and assets owned, leased or otherwise used by Rebel Group comprise all
                                         the property, rights and assets necessary or convenient for the carrying on of the business
                                         of Rebel Group fully and effectively in the manner in, and to the extent to, which it
                                         is presently conducted.



 


		11.	Property,
                                         Leases



 


		(a)	Rebel
                                         Group has not entered into any leases, tenancies, licenses, concessions, agencies and
                                         agreements of whatsoever nature.



 


		(b)	Rebel
                                         Group does not own any real property.



 


		12.	Statutory
                                         and Other Requirements, Consents and License 



 


		(a)	Rebel
                                         Group has carried on its business in accordance with applicable laws, regulations and
                                         bylaws in the countries it operates and there is no investigation or enquiry by, or order,
                                         decree or judgment of, any court or any government agency or regulatory body outstanding
                                         or anticipated against Rebel Group.



 


		(b)	There
                                         is no investigation disciplinary proceeding or enquiry by, or order, decree, decision
                                         or judgment of, any court, tribunal, arbitrator, governmental agency or regulatory body
                                         outstanding or to the best knowledge of Rebel Group, anticipated against Rebel Group
                                         or any person for whose acts or defaults it may be vicariously liable.



 


		(c)	Rebel
                                         Group has not received any notice or other communication (official or otherwise) from
                                         any court, tribunal, arbitrator, governmental agency or regulatory body with respect
                                         to an alleged, actual or potential violation and/or failure to comply with any such applicable
                                         law, bye-law or regulation, or requiring it to take or omit any action.



 


		(d)	None
                                         of the directors, officers, agents, employees or other persons acting on behalf of Rebel
                                         Group has been party to the use of any of the assets of Rebel Group for unlawful contributions,
                                         gifts, entertainment or other unlawful expenses relating to political activity or to
                                         the making of any direct or indirect unlawful payment to government officials or employees
                                         from such assets; to the establishment or maintenance of any unlawful or unrecorded fund
                                         of monies or other assets; to the making of any false or fictitious entries in the books
                                         or records of Rebel Group; or to the making of any unlawful or undisclosed payment.



 


		13.	Books
                                         and Records



 


The
statutory records, registers and books and the books of account of Rebel Group have been properly kept, are duly entered up and
maintained in accordance with all legal requirements applicable thereto on a proper and consistent basis and contain complete
and accurate records of all matters required to be dealt with in such books and all such books and records and all other documents
(including documents of title and copies of all subsisting agreements to which Rebel Group is a party) which are the property
of Rebel Group or ought to be in its possession are in its possession (or under its control) and no notice or allegation that
any is incorrect or should be rectified has been received. All accounts, documents and returns required by law to be delivered
or made to the Registrar of Companies or any other authority have been duly and correctly delivered or made.


 






    	 	21	 



     


    

 


		14.	Options
                                         on Share Capital or Assets



 


There
is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance on, over or affecting
the shares or capital in, or any of the assets or businesses of, Rebel Group and there is no agreement or commitment to give or
create any of the foregoing.


 


		15.	Intellectual
                                         Property



 


For
the purposes of this paragraph of Schedule 3:


 


“Business
IP” means all Intellectual Property which has been used in the business of Rebel Group;


 


“Intellectual
Property” means trademarks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered
and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights in
any part of the world (including Know-how) including, where such rights are obtained or enhanced by registration, any registration
of such rights and applications and rights to apply for such registrations;


 


“Know-how”
means confidential, industrial and commercial information and techniques in any form including drawings, formulae, test results,
reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts,
lists and particulars of customers and suppliers;


 


“Licensed
Business IP” means Business IP other than Owned Business IP; and


 


“Owned
Business IP” means Business IP which is owned by Rebel Group.


 


		(a)	All
                                         Business IP is either legally and beneficially owned by Rebel Group or lawfully used
                                         with the consent of the owner.



 


		(b)	All
                                         Owned Business IP is not being infringed or attacked or opposed by any person.



 


		(c)	All
                                         Business IP is not subject to any Encumbrance or any licence or authority in favour of
                                         another.



 


		(d)	The
                                         Owned Business IP is valid and enforceable.



 


		(e)	There
                                         has been and is no misuse of Know-how by Rebel Group and Rebel Group has not made any
                                         disclosure of Know-how to any person other than TCK, except property and in the ordinary
                                         and usual course of business and on the basis that such disclosure is to be treated as
                                         being of a confidential character.



 






    	 	22	 



     


    




 


		(f)	Neither
                                         entering into, nor compliance with, nor completion of this Agreement will, or is likely
                                         to result in a breach of, or give any third party a right to terminate or vary any license
                                         to use any Licensed Business IP.



 


		(g)	No
                                         moral rights have been asserted or, to the best knowledge of Rebel Group, are likely
                                         to be asserted which would affect the use of any of the Business IP.



 


		(h)	The
                                         Business IP comprises all the rights and interests in Intellectual Property necessary
                                         or convenient for the carrying on of the business of Rebel Group in the manner in and
                                         to the extent to which it is presently conducted.



 


		16.	Banking
                                         and Finance



 


Save
as disclosed in writing to TCK:


 


		(a)	Rebel
                                         Group has no liabilities in the nature of borrowings or in respect of debentures or negotiable
                                         instruments other than cheques drawn in the ordinary course of business on its bank accounts
                                         and is not a party to any loan agreement, facility letter or other agreement for the
                                         provision of credit or financing facilities to it or any agreement for the sale, factoring
                                         or discounting of debts.



 


		(b)	Rebel
                                         Group has not given or undertaken to give any security or guarantee for any liability
                                         of any person.



 


		17.	Material
                                         Contracts



 


Save
as disclosed in writing to TCK, Rebel Group has not entered into any Material Contract. As used herein, “Material Contract”
means an agreement or arrangement to which Rebel Group is a party or is bound by and which is of material importance to its business,
affairs, operations, assets, profits or financial condition.


 


		18.	Insolvency,
                                         etc



 


		(a)	No
                                         order has been made or petition presented or resolution passed for the winding-up or
                                         administration of Rebel Group and to the best knowledge of Rebel Group, there are no
                                         grounds on which any person would be entitled to have Rebel Group wound-up or placed
                                         in administration, nor has any person threatened to present such a petition or convened
                                         or threatened to convene a meeting of Rebel Group to consider a resolution to wind up
                                         Rebel Group or any other resolutions, nor has any step been taken in relation to Rebel
                                         Group under the law relating to insolvency or the relief of debtors in any part of the
                                         world.



 


		(b)	No
                                         petition has been presented or other proceedings have been commenced for an administration
                                         or judicial management order to be made (or any other order to be made by which during
                                         the period it is in force, the affairs, business and assets of the company concerned
                                         are managed by a person appointed for the purpose by a court, governmental agency or
                                         similar body) in relation to Rebel Group, nor has any such other been made.



 






    	 	23	 



     


    

 


		(c)	No
                                         receiver (including an administrative receiver), liquidator, judicial manager trustee,
                                         administrator, custodian or similar official has been appointed in any jurisdiction in
                                         respect of the whole or any part of the business or assets of Rebel Group and no step
                                         has been taken for or with a view to the appointment of such a person.



 


		(d)	In
                                         relation to any property or assets held by Rebel Group under any hire purchase, conditional
                                         sale, chattel leasing or retention of title agreement or otherwise belonging to a third
                                         party, no event has occurred which entitles, or which upon intervention or notice by
                                         the third party may entitle, the third party to repossess the property or assets concerned
                                         or terminate the agreement or any license in respect of the same.



 






    	 	24	 



     


    

 





IN
WITNESS WHEREOF this Agreement has been duly executed on the date stated at the beginning of this Contract.


 


	REBEL
    GROUP	 
	 	 
	Signed
        by:

         

         

         

         

        For
        and on behalf of

        REBEL
        GROUP INC.
	 
	 	 
	 	 
	In
    the presence of:	 
	 	 
	 	 
	 	 
	Witness
    name:	 
	Passport
    Number:	 
	Address:	 
	 	 
	 	 
	PURE
    HEART	 
	 	 
	Signed
        by:

         

        Leong
        Aan Yee, Justin (Director)

         

         

         

        For
        and on behalf of

        PURE
        HEART ENTERTAINMENT PTE LTD
	 
	 	 
	 	 
	In
    the presence of:	 
	 	 
	 	 
	 	 
	Witness
    name:	 
	Passport
    Number:	 
	Address:	 



 






    	 	25	 



     


    

 


	LKK	 
	 	 
	Signed
        by:

         

        LEONG
        KHIAN KIEE 

         

         

         

        In
        the presence of:
	 
	 	 
	 	 
	 	 
	Witness
    name:	 
	Passport
    Number:	 
	Address:	 
	 	 
	 	 
	TCK	 
	 	 
	Signed
        by:

         

        TENG
        CHEE KEONG 

         

         

         

        In
        the presence of:
	 
	 	 
	 	 
	 	 
	Witness
    name:	 
	Passport
    Number:	 
	Address:	 




 


 


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