Exhibit 10.1


 


CONVERTIBLE
LOAN AGREEMENT


 


This
Agreement is entered into this 8th day of March 2017.


 


BY
AND AMONGST:


 


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.


 


AND


 


Leong
Khian Kiee (NRIC No.S0170169Z), having his residential address at 65 Shelford Road #02-11 Shelford Regency, Singapore 288455,
and a majority shareholder of Pure Heart’s ultimate holding company, Rebel Group Inc.


 


(collectively
referred to as “Pure Heart’s Shareholders”)


 


AND


 


Lee
Bon Peng (NRIC No: S2534716A) (the “Investor”), having his residential address at Apt Blk 215 Choa Chu
Kang Central Singapore 2368.


 


(each
a “Party” and collectively, “Parties”).


 


WHEREAS:


 


	(A)	The
                                         Investor has agreed to extend an unsecured loan to Pure Heart in the amount of S$50,000
                                         (Singapore Dollars Fifty Thousand Only, amount equivalent to USD35,715) (the “Loan”)
                                         to be used by Pure Heart for event operations in China.



 


	(B)	That,
                                         subject to the terms of this Agreement, the Loan shall be disbursed by the Investor to
                                         Pure Heart on or before 8th March 2017 and shall be repayable on 7th March
                                         2018 (the “Repayment Date”).



 


	(C)	Interest
                                         calculated at a rate of 10% per annum on the Loan shall be paid in cash to the Investor
                                         over four quarters. For the avoidance of doubt, interest of S$1,250 (Singapore Dollars
                                         One Thousand Two Hundred and Fifty Only) is payable at each quarter. (ie. On 8th
                                         June, 8th September, 8th December 2017 and 8th
                                         March 2018)



 


	(D)	The
                                         Investor shall be granted an option (the “Option”), to acquire 71,430
                                         (Seventy One Thousands Four Hundred and Thirty) shares in Rebel Group Inc. (as defined
                                         in OTC: Rebl Inc.) without payment (the “Option Shares”).



 


	(E)	The
                                         Investor agrees that should it decide to exercise the Option during the period of its
                                         validity that such exercise shall be in full and final satisfaction of Pure Heart’s
                                         obligation to make payment of the Loan.



 






     


     


    

 


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.


 


“Clause”
means clauses in this Contract.


 


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


 


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


 


“Year”
means one calendar year.


 


	1.2	The
                                         headings in this Agreement are for convenience of reference only and shall not affect
                                         the interpretation or be used in the construction of this Agreement.



 


	1.3	References
                                         to the Parties in this Agreement shall include its respective successors and permitted
                                         assigns.



 


	2	loan



 


Pure
Heart and the Investor hereby agree as follows:-


 


	2.1	On
                                         8th March 2017, the Investor has made available to Pure Heart the sum of S$50,000
                                         (Singapore Dollars Fifty Thousand Only, amount equivalent to USD35,715), the Loan to
                                         be used by Pure Heart for event operations in China.



 


	2.2	Subject
                                         to clause 3 below, the Loan shall be repayable by Pure Heart to the Investor on the Repayment
                                         Date. The Loan shall be guaranteed by Mr. Leong Khian Kiee.



 


	2.3	Interest
                                         calculated at a rate of 10% per annum on the Loan shall be paid in cash to the Investor
                                         over four quarters. For the avoidance of doubt, interest of S$1,250 (Singapore Dollars
                                         One Thousand Two Hundred and Fifty Only) is payable at each quarter. (ie. On 8th
                                         June, 8th September, 8th December 2017 and 8th
                                         March 2018).



 


	2.4	For
                                         the avoidance of doubt, nothing herein shall be construed as creating and/or imposing
                                         an obligation on any Party to make payment of the Loan other than Pure Heart.



 


	3	option



 


Pure
Heart, Pure Heart’s Shareholders and the Investor hereby agree as follows:-


 


	3.1	Pure
                                         Heart and Pure Heart’s Shareholders hereby agree to grant to the Investor an option
                                         (the “Option”) to acquire 71,430 (Seventy One Thousands Four
                                         Hundred and Thirty) shares in Rebel Group Inc. (as defined in OTC: Rebl Inc.) (the “Option
                                         Shares”) on the terms set out herein.



 


	3.2	Should
                                         the Investor decide to exercise the Option, notice of such exercise must be communicated
                                         to the Pure Heart in writing.



 






    	 	2	 



     


    

 


	3.3	The
                                         Option shall only be open to exercise between the date hereof and the Repayment Date.
                                         For the avoidance of doubt, if the Investor fails, neglects and/or refuses to exercise
                                         the Option within the period of its validity, the Option will be deemed to have irrevocably
                                         and unconditionally lapsed. In such case, Pure Heart shall make payment of S$50,000 to
                                         the Investor within 7 days of expiry of the Repayment Date.



 


	3.4	Where
                                         the Investor exercises the Option in accordance with the terms and conditions above,
                                         the Investor unconditionally and irrevocably agrees that such exercise shall be in full
                                         and final satisfaction of Pure Heart’s obligation to make payment of the Loan.
                                         For the avoidance of doubt, the issuance, allotment and/or transfer of the Option Shares
                                         to the Investor shall fully and irrevocably extinguish the Pure Heart’s obligation
                                         to make payment of the Loan and Pure Heart shall forever be discharged from any and all
                                         liability to the Investor in respect of the Loan.



 


	3.5	For
                                         the avoidance of doubt, nothing herein shall affect the Loan and/or the Repayment Date
                                         in the event that the Investor elects not to exercise the Option.



 


	4	CONDITIONS
                                         & WARRANTIES



 


	4.1	Each
                                         of the Parties represents and warrants to and undertakes with each other and their respective
                                         successors in title that, each of them has full power and capacity to enter into and
                                         perform this Agreement and this Agreement when executed will constitute valid and binding
                                         obligations on and against the Parties.



 


	4.2	Each
                                         of the Parties warrants that they have read and/or understood all the terms of this Agreement
                                         and have entered into this Agreement on their own free will and volition.



 


	4.3	Each
                                         Party shall perform such acts and execute such documents as may be reasonably required
                                         for securing to or vesting in another Party the rights agreed to be granted to it under
                                         or pursuant to this Agreement.



 


	5	CONFIDENTIALITY



 


The
Parties agree to keep the terms of this Agreement confidential and will not disclose the same to any other persons, save that
this obligation does not apply to information the disclosure of which is required by any applicable law, regulation, prevailing
governmental policies or order of court or any competent tribunal.


 


	6	ENTIRE
                                         AGREEMENT



 


	6.1	Each
                                         Party acknowledges that this Agreement (a) together constitutes the entire agreement
                                         and understanding between the Parties with respect to the subject matter of this Agreement
                                         and (b) in relation to such subject matter supersedes all prior discussions, understanding
                                         and agreements between the Parties and their agents.



 


	6.2	
        Each Party agrees and warrants that in entering into this
        Agreement and the documents referred to in it, it is not relying on any statements, warranties or representations given
        or made (whether negligently or innocently and whether expressed or implied), or any acts or omissions by or on the part of
        any Party in relation to the subject matter of this Agreement, except those expressly set out in this Agreement.



 


	6.3	No
                                         change or amendment will be made to this Agreement except by an instrument in writing
                                         signed on behalf of each of the Parties to such Agreement.



 






    	 	3	 



     


    

 


	6.4	This
                                         Agreement may be executed in any number of counterparts, all of which taken together
                                         shall constitute one and the same instrument. Any of the Parties may enter into this
                                         Agreement by executing any such counterpart.



 


	7.	GOVERNING LAW AND DISPUTE RESOLUTION




 


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



 


	7.2	The
                                         Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.



 


	8	THIRD PARTIES & ASSIGNMENT




 


	8.1	A
                                         person who is not party to this Agreement (a “third party”) shall have
                                         no rights pursuant to the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce
                                         any term of this Agreement. Any right or remedy of a third party which exists or is available
                                         apart from the Contracts (Rights of Third Parties) Act is not affected.



 


	8.2	No
                                         Party shall without the prior written consent of the other Parties assign, transfer,
                                         convey and/or declare a trust over this Agreement or make any other disposition (whether
                                         in whole or in part) of any of its rights and obligations hereunder to any third party.



 


	9	TERMINATION



 


This
Agreement shall terminate upon the date of the receipt of by the Investor of the Loan or upon the acquisition of the Option Shares
by the Investor, whichever is the earlier.


 


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


 


Signed
for and on behalf of


PURE
HEART ENTERTAINMENT PTE LTD


 


	 	 	 
	Leong
    Aan Yee, Justin	 	 
	Director	 	 
	 	 	 
	 	 	 
	Leong
    Khian Kiee	 	Lee Bon Peng
	S0170169Z	 	S2534716A


 


 


4