Exhibit 10.2


 


CONVERTIBLE
LOAN AGREEMENT


 


This
Agreement is entered into this 24th day of March 2017.


 


BY
AND AMONGST:


 


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;


 


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;


 


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


 


(collectively
referred to as the “Company”)


 


AND


 


CHIAM
MUI KEN (NRIC No: S1464310I) (the “Lender”), of Blk 42 Beo Crescent #04-107, Singapore 160042.


 


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


 


WHEREAS:


 


	(A)	As
                                         at the date of this Agreement, Rebel Group has 23,381,548 shares issued and outstanding,
                                         and LKK is a majority shareholder of Rebel Group.



 


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



 


	(C)	The
                                         Lender has agreed, upon and subject to the terms and conditions contained in this Agreement,
                                         to make available to Pure Heart, the Loan (with an option to convert the Loan into Conversion
                                         Shares) in the manner and to the extent set forth 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;


 


“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;


 


“Conversion
Amount” means the aggregate amount of the Loan, being S$200,000;


 


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


 


“Conversion
Notice” means a notice in writing issued by the Lender to the Company 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 285,715 Shares to be issued by the Rebel Group upon the conversion of the Loan in accordance with Clause
7, 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 the 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 9;


 


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


 


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


 


“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;


 


“Tax”
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”
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.



 






    	 	2	 



     


    

 


	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	The
                                         Lender has agreed to grant to Pure Heart a loan of an aggregate principal amount of Singapore
                                         Dollars S$200,000 (the “Loan”) subject to the terms of
                                         this Agreement.



 


	2.2	Unless
                                         otherwise notified by the Company in writing, the Loan shall be disbursed by the Lender
                                         no later than 24th March 2017. The Loan shall be disbursed in immediately
                                         available funds to the following account of Pure Heart in S$:



 


	 	A/C
    Name	:
    	Pure
    Heart Entertainment Pte Ltd
	 	A/C
    Number	:
    	392-303-860-2
	 	Bank
    Name	:
    	United
    Overseas Bank Limited
	 	Bank
    Address	:
    	80
    Raffles Place UOB Plaza Singapore 048624
	 	SWIFT
    Address	:
    	UOVBSGSG


 


	2.3	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	USE
                                         OF PROCEEDS



 


The
Company shall utilise the extent of the Loan paid by the Lender (in accordance with this Agreement) for Mixed Martial Arts event
operations in China and Singapore.


 


	4	REPAYMENT



 


	4.1	Pure
                                         Heart shall repay the principal amount of the Loan (to the extent actually received by
                                         Pure Heart 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
                                         23rd March 2018 (the “Maturity Date”).



 


	4.2	The
                                         Lender shall have the option to extend the term of the Loan from the Maturity Date to
                                         23rd March 2019 (the “Extended Maturity Date”).



 


	5	INTEREST



 


	5.1	Subject
                                         to Clause 5.2 below, Pure Heart 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 Singapore Dollars S$5,000 is payable at each quarter (e.g. on 23rd June,
                                         23rd September, 23rd December 2017 and 23rd March 2018).



 






    	 	3	 



     


    

 


	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 the Lender punctual payment by Pure Heart of all of Pure Heart’s obligations
                                         under this Agreement;



 


		(ii)	undertakes
                                         with the Lender that whenever Pure Heart 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 the Lender 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 the Lender immediately on demand against any cost, loss or liability
                                         which the Lender incurs as a result of Pure Heart not paying any amount which would,
                                         but for such unenforceability, invalidity or illegality, have been payable by Pure Heart
                                         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 it 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 Pure Heart 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 Pure
                                         Heart or any security for those obligations or otherwise) is made by the Lender 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
                                         the Lender) including:



 


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



 


		(ii)	the
                                         release of Pure Heart, LKK or any other person under the terms of any composition or
                                         arrangement with any creditor of Pure Heart, 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 Pure Heart,
                                         LKK or any other person, any non-execution of this Agreement by Pure Heart, 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;



 


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



 






    	 	4	 



     


    

 


		(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 the Lender in exercising its rights under this Agreement;



 


		(x)	the
                                         Lender obtaining a judgement against Pure Heart in any court for performance of any obligation
                                         under this Agreement;



 


		(xi)	the
                                         Lender agreeing to Pure Heart making an assignment for the benefit of Pure Heart’s
                                         creditors or any arrangement with creditors under insolvency laws; or



 


		(xii)	any
                                         arrangement made between the Lender and Pure Heart with or without the consent of LKK.



 


	6.5	LKK
                                         waives any right he may have of first requiring Pure Heart (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 the Lender.



 


	6.7	If
                                         the Lender deems Pure Heart and LKK has failed to perform or unable to perform their
                                         respective obligations, Rebel Group guarantees the full repayment of the loan and this
                                         entire agreement shall still remain in full force. Any extension of loan tenure and its
                                         terms is at the full discretion of the Lender.



 


	7	CONVERSION



 


	7.1	The
                                         Lender 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 23rd March 2019 (“Conversion Period”),
                                         in full and not in part, by the Lender serving a Conversion Notice on the Company. A
                                         Conversion Notice, once received by the Company, 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 the Lender being issued the Conversion Shares based
                                         on the share price of USD0.50 per Share.



 






    	 	5	 



     


    

 


		(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 the
                                         Lender being issued the Conversion Shares based on the share price of USD0.60 per Share.



 


	7.4	Upon
                                         receipt by the Company of the Conversion Notice and its enclosures, in each case duly
                                         executed by the Lender:



 


		(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
                                         the Lender the Conversion Shares; and



 


		(ii)	the
                                         Lender 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 the Lender.



 


	7.5	On
                                         the Conversion Date, the Company shall deliver to the Lender 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 the Lender’s
                                         name entered thereon as a member of Rebel Group in respect of the Conversion Shares.



 


	8	REPRESENTATIONS,
                                         WARRANTIES AND UNDERTAKINGS



 


	8.1	Each
                                         of Rebel Group, Pure Heart and LKK jointly and severally represent and warrant to the
                                         Lender 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 the Company 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.



 






    	 	6	 



     


    

 


	8.2	Each
                                         of Rebel Group, Pure Heart and LKK further jointly and severally represent, warrant and
                                         undertake to the Lender 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 the Lender, 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



 


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



 


it/he
will promptly notify the Lender 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.


 


	8.3	The
                                         Lender represents and warrants to the Company that as the date hereof:



 


		(i)	this
                                         Agreement has been duly executed and delivered by the Lender and constitutes a valid
                                         and legally binding obligation of the Lender, 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.



 


	9	EVENTS
                                         OF DEFAULT



 


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



 


		(i)	the
                                         Company 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 the Lender notifying such breach;



 






    	 	7	 



     


    

 


		(ii)	the
                                         Company 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 the Company 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 the
                                         Company;



 


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



 


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



 


	9.2	On
                                         and at any time after the occurrence of an Event of Default the Lender may, by notice
                                         to the Company, declare that all or part of the Loan (to the extent actually received
                                         by the Company 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.



 


	10	CONFIDENTIALITY



 


	10.1	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.



 


	10.2	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



 


		(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.



 


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



 






    	 	8	 



     


    

 


	11	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


 


The
Lender


 


	 	Address	:	Blk
    42 Beo Crescent #04-107, Singapore 160042
	 	Email	:	mkchiam@yahoo.com.sg
	 	Facsimile	:	-
	 	Attention:	:	Ms
    Chiam Mui Ken 


 


	12	COSTS



 


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


 


	13	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.


 


	14	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.


 


	15	TIME
                                         OF ESSENCE



 


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


 






    	 	9	 



     


    

 


	16	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.


 


	17	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.


 


	18	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.


 


	19	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.


 


	20	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.


 


	21	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.


 


	22	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


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



 


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



 






    	 	10	 



     


    







 


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
                                         Convertible Loan Agreement (the “Agreement”) dated [●] 2017
                                         made between yourselves and myself in accordance with Clause 6 (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 6 (Conversion),
                                         and hereby give you notice that the Conversion Amount is S$200,000.



 


Yours
faithfully,


 


	 	 
	Name:	 


 






     


     


    







 


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:	 


 






     


     


    







 


LKK


 


	

        Signed
by:

         

        LEONG
        KHIAN KIEE

         

         

         

        In
        the presence of:
	


 


	 	 
	Witness
    name:	 
	Passport
    Number:	 
	Address:	 


 






     


     


    







 


THE
LENDER


 


	

        Signed
        by:

         

        CHIAM
        MUI KEN

         

         

         

        In
        the presence of:
	 


 


	 	 
	Witness
    name:	 
	Passport
    Number:	 
	Address: