Exhibit 10.1


 


Note: July 15, 2019


 


NEITHER THESE SECURITIES NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 


 


THIS NOTE DOES NOT REQUIRE PHYSICAL
SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF
ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED
INTEREST SET FORTH BELOW.


  


10% FIXED CONVERTIBLE PROMISSORY NOTE


 


OF


 


JRSIS
HEALTH CARE CORP


 


Issuance Date: July 15, 2019


Total Face Value of Note: $275,000


Initial Consideration: $175,000


Initial Original Issue Discount: $17,500


Initial Principal Sum Due: $192,500


 


This
Note is a duly authorized Fixed Convertible Promissory Note of JRSIS Health Care Corp a corporation duly organized and existing
under the laws of the State of Florida (the “Company”), designated
as the Company’s 10% Fixed Convertible Promissory Note in the principal amount of $275,000 (the “Note”). This
Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder
(the “Effective Date”).


 


For
Value Received, the Company hereby promises to pay to the order of Harbor Gates Capital, LLC or its registered assigns
or successors-in-interest (the “Holder”) the principal sum of $275,000 (the “Total Face Value of Note”)
or such lesser amount of aggregate Consideration, defined below, plus the applicable OID thereon (as provided herein) drawn by
the Company hereunder and to pay interest at an annual rate of 10% of the Principal Sum (as defined below), such interest shall
be calculated on the basis of a year of 365 days, to the extent that such Principal Sum and interest and any other interest, fees,
liquidated damages and/or items due to Holder herein have not been repaid or converted into the Company's common stock (the “Common
Stock”), in accordance with the terms hereof. The sum of $175,000 (the “Initial Consideration”) shall
be remitted and delivered to the Company, and $17,500 (the “Initial Original Issue Discount”) shall be retained
by the Holder through an original issue discount (the “OID”) for due diligence and legal bills related to this
transaction. The OID is set at 10% of any Consideration, defined below, paid. The Company covenants that within  months
of the Effective Date of the Note, it shall utilize approximately $175,000 of the proceeds in the manner set forth on Schedule
1, attached hereto (the “Use of Proceeds”), and shall promptly provide evidence thereof to Holder, in sufficient
detail as reasonably requested by Holder.


 






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The Holder may pay additional
consideration, plus (each, a “Consideration”), plus the prorated 10% OID (each Consideration and its respective
10% OID, shall together be referred to as a “Tranche”) to the Company in such amounts and at such dates (each,
an “Additional Tranche Date”) as Holder may choose in its sole discretion. The Principal Sum due to Holder shall
be prorated based on the Consideration actually paid by Holder, plus the 10% OID, such that the Company is only required to repay
the amount funded and the Company is not required to repay any unfunded portion of this Note. The Maturity Date is six months from
the Effective Date of each payment (the “Maturity Date”) and is the date upon which the Principal Amount of
this Note, as well as any unpaid interest and other fees, shall be due and payable.


 


In addition to the interest
referenced above, and in the Event of Default pursuant to Section 3.00(a), additional interest will accrue from the date of the
Event of Default at the rate equal to the lower of 20% per annum or the highest rate permitted by law (the “Default Rate”).


 


This Note will become
effective only upon the execution by both parties, including the execution of Exhibits B, C, D, E, Schedule 1 (collectively, the
“Exhibits”), and the Irrevocable Transfer Agent Instructions (the “Date of Execution”) and
delivery of the initial payment of consideration by the Holder (the “Effective Date”). The Company acknowledges
and agrees the Exhibits are material provisions of this Note.


 


For purposes hereof the
following terms shall have the meanings ascribed to them below:


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


 


“Fixed Conversion
Price” shall be fixed at a price equal to $5.00.


 


“Principal Sum” shall refer to the sum of all Tranches funded under the Note.


 


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount,
prorated if the Note has not been funded in full), (ii) all accrued but unpaid interest hereunder, (iii) any fees due hereunder,
(iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid or added to the Principal
Amount.


 


“Principal Market”
shall refer to the primary exchange on which the Company’s common stock is traded or quoted.


 


“Trading Day”
shall mean a day on which there is trading or quoting for any security on the Principal Market.


 






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“Underlying
Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated
damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The following terms and
conditions shall apply to this Note:


 


Section 1.00Repayment.


 


(a) The
Company may pay this Note, in whole or in part, in cash or in other good funds, according to the following schedule:


 


	Days Since Effective Date	Payment Amount
	Under 90	125% of Principal Amount so paid
	91-180	135% of Principal Amount so paid




 


(b) After
180 days from the Effective Date, the Company may not pay this Note, in whole or in part, in cash or in other good funds, without
prior written consent from Holder, which consent may be withheld, delayed, denied, or conditioned in Holder’s sole and absolute
discretion. Whenever any amount expressed to be due by the terms of this Note is due on any day that is not a Business Day, the
same shall instead be due on the next succeeding day that is a Business Day. Upon the occurrence of an Event of Default, the Company
may not pay the Note, in whole or in part, in cash or in other good funds without written consent of the Holder, which consent
may be withheld, delayed, denied, or conditioned in Holder’s sole and absolute discretion. Further, the Company shall provide
the Holder with two weeks’ prior written notice of the Company’s determination to pay any or all of its obligations
hereunder. During such two-week period, the Holder may exercise any or all of its conversion rights hereunder. In the event that
the Holder does not exercise its conversion rights in respect of any or all of such noticed, prospective payment, the Company shall
tender the full amount set forth in such notice (less any amount in respect of which the Holder has exercised its conversion rights)
to the Holder within 2 Business Days following the Holder’s exercise (or notification to the Company of non-exercise) of
the Holder’s conversion rights in respect of the amount set forth in such notice. Any such payment by the Company in connection
with this provision shall be deemed to have been made on the date that the Holder first receives the above-referenced notice.


 


Section 2.00Conversion.


 


(a) Conversion
Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the
Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal Amount
under this Note into shares of Common Stock as per the Conversion Price, but not to exceed the Restricted Ownership Percentage,
as defined in Section 2.00(f). The date of any conversion notice (“Conversion Notice”) hereunder shall be referred
to herein as the “Conversion Date”. The Conversion Price shall be equitably adjusted in the event of a forward
split, stock dividend, or the like, but shall not be adjusted in the event of a reverse split, recombination, or the like.


 






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(b) Stock
Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading
Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading
restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption
pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares
of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares
of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in Depository Trust
Company’s (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company
shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon
conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with
DTC through its Deposits and Withdrawal at Custodian (“DWAC”) program (provided that the same time periods herein
as for stock certificates shall apply).


 


(c) Charges and Expenses.
Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the
Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with
respect to the issuance of such Common Stock. Company shall pay all transfer agent fees incurred from the issuance of the Common
Stock to Holder, as well as any and all other fees and charges required by the transfer agent as a condition to effectuate such
issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays,
outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective
Date for purposes of Rule 144.


 


(d) Delivery
Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program)
pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates
are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual
damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts
are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will
be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.


 


(e) Reservation
of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its
authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder, ten times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 2.00, but without regard to any ownership limitations
contained herein) upon the conversion of this Note (consisting of the Principal Amount), under the formula in Section 3.00(c) below,
to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be
issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If
the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the
Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase
the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to
increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction
as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance
of the Required Reserve is a material term of this Note and any breach of this Section 2.00(e) will result in a default of the
Note.


 






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(f) Conversion
Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more
than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).


 


(g) Conversion
Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 2.00(d), the Holder, at any
time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable
to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares
returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.


 


(h) Shorting
and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock
of the Company prior to conversion.


 


(i) Conversion
Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations to deliver
Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach
by the Holder of any obligation to the Company.


 


Section 3.00Defaults
and Remedies.


 


(a) Events
of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder; (ii) a default
in the timely issuance of underlying shares upon and in accordance with terms of Section 2.00, which default continues for 2 Trading
Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion
Date; (iii) if the Company does not issue the press release or file the Current Report on Form 8-K, in each case in accordance
with the provisions and the deadlines referenced Section 5.00(j); (iv) failure by the Company for 3 days after notice has been
received by the Company to comply with any material provision of this Note; (v) any representation or warranty of the Company in
this Note that is found to have been incorrect in any material respect when made, including, without limitation, the Exhibits;
(vi) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (vii) any default
of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for
money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness
or guarantee now exists or shall be created hereafter; (viii) if the Company is subject to any Bankruptcy Event; (ix) any failure
of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934
Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (x) failure
of the Company to remain in good standing under the laws of its state of domicile; (xi) any failure of the Company to provide the
Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding
shares, public float, etc. within 3 Trading Day of request by Holder; (xii) failure by the Company to maintain the Required Reserve
in accordance with the terms of Section 2.00(e); (xiii) failure of Company’s Common Stock to maintain a closing bid price
in its Principal Market for more than 3 consecutive Trading Days; (xiv) any delisting from a Principal Market for any reason; (xv)
failure by Company to pay any of its transfer agent fees in excess of $2,000 or to maintain a transfer agent of record; (xvi) failure
by Company to notify Holder of a change in transfer agent within 24 hours of such change; (xvii) any trading suspension imposed
by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934
Act; (xviii) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or
its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered
with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xix)
failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Holder of a change in the Use of
Proceeds.


 






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(b) Remedies.
If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration,
shall become, at the Holder's election, immediately due and payable in cash at the “Mandatory Default Amount”.
The Mandatory Default Amount means 35% of the outstanding Principal Amount of this Note will be automatically added to the Principal
Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event
of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the
Note’s interest rate of 10% per annum, at a rate equal to the lesser of 20% per annum or the maximum rate permitted under
applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives,
any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such
acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights
as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 3.00(b). No such
rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall
limit the Holder's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver certificates representing
shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 


(c)Variable Conversion Price.
If the Note is not retired on or before the Maturity Date, then at any time and from time to time after the Maturity Date, and
subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's
sole option, to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock
at the Variable Conversion Price. The “Variable Conversion Price” (together with the Fixed Conversion
Price, the “Conversion Price”) shall be equal to the Fixed Conversion Price. For the purpose of calculating
the Variable Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered
to be the beginning of the next Business Day. If the Company is placed on “chilled” status with the DTC, the discount
shall be increased by 10%, i.e., from 40% to 50%, until such chill is remedied. If the Company is not DWAC eligible
through their transfer agent and DTC’s FAST system, the discount will be increased by 5%, i.e., from 40% to
45%. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 40% to 55%.


 






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Section 4.00 Representations
and Warranties of Holder.


 


Holder hereby represents and warrants to
the Company that:


 


(a)Holder is an “accredited
investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the “1933 Act”),
and will acquire this Note and the Underlying Shares (collectively, the “Securities”) for its own account and
not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would
require registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience in financial and
business matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can bear the economic
risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk
of investment in the Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the
securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933
Act or unless an exemption from registration is available. Holder has carefully considered and has, to the extent Holder believes
such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment
in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and
has determined that the Securities are a suitable investment for it. Holder has not been offered the Securities by any form of
general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published
in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holders’
knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.
Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting
on behalf of the Company, concerning the terms and conditions of the Securities and the Company, and all such questions have been
answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding the Securities or an
investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation
of the Company and the Securities and not on any other information.


 


(b)The Holder is a limited liability
company duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite
corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and
is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business
or properties.


 


(c)All limited liability company
action has been taken on the part of the Holder, its officers, directors, managers and members necessary for the authorization,
execution and delivery of this Note. The Holder has taken all limited liability company action required to make all of the obligations
of the Holder reflected in the provisions of this Note, valid and enforceable obligations.


 






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(d)Each certificate or instrument
representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or until registered
under the 1933 Act or exempt from registration:


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE
144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section 5.00General.


 


(a)  Payment
of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may
be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.


 


(b)  Assignment,
Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon
the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


 


(c) Amendments.
This Note may not be modified or amended, or any of the provisions of this Note waived, except by written agreement of the Company
and the Holder.


 


(d) Funding
Window. The Company agrees that it will not enter into a convertible debt financing transaction, including 3(a)9 and 3(a)10
transactions, with any party other than the Holder for a period of 30 Trading Days following the Effective Date and each Additional
Tranche Date, as relevant, other than convertible debt financing transactions with Labrys Fund, LP and Auctus Fund, LLC (each,
a “Funding Party”) for up to an aggregate amount of $250,000, in one or more transactions, per Funding Party.
The Company agrees that this is a material term of this Note and any breach of this Section 5.00(d) will result in a default of
the Note.


 


(e) Piggyback
Registration Rights. The Company shall include on the next registration statement that the Company files with the SEC (or on
the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this
Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than
$20,000, being immediately due and payable to the Holder at its election in the form of a cash payment or an addition to the Principal
Sum of this Note.


 


(f) Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any
convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any
term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such
term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained
in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion discounts, terms addressing maturity, conversion look back periods, interest rates, original issue discount percentages
and warrant coverage.


 






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(g) Governing
Law; Jurisdiction.


 


(i) Governing
Law. This Note will be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of
Puerto Rico without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the
law of any other jurisdiction.


 


(ii) Jurisdiction
and Venue. Any dispute, claim, suit, action or other legal proceeding arising out of or relating to this Note or the rights
and obligations of each of the parties shall be brought only in the San Juan, Puerto Rico or in the federal courts of the United
States of America located in San Juan, Puerto Rico.


 


(iii) No
Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect
to any litigation based on, or arising out of, under, or in connection with, this Note.


 


(iv) Delivery
of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only
by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in
any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email,
fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney
as set forth in its most recent SEC filing.


 


(v) Notices.
Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent
by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission
if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service
for delivery.


 


(h) No
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as
amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance
Guide published by the SEC.


 


(i) Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage
of any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or
interest on this Note.


 






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(j) Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. Eastern Time on the Trading Day immediately following the Date
of Execution, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current
Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC within the time required by the 1934 Act.
From and after the filing of such press release, the Company represents to the Holder that it shall have publicly disclosed all
material, non-public information delivered to the Holder by the Company, or any of its officers, directors, employees, or agents
in connection with the transactions contemplated by this Note. The Company and the Holder shall consult with each other in issuing
any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue
any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any
press release of the Holder, or without the prior consent of the Holder, with respect to any press release of the Company, none
of which consents shall be unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by law,
in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of the Holder
in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of the Holder, except
to the extent such disclosure is required by law or Principal Market regulations, in which case the Company shall provide the Holder
with prior notice of such disclosure permitted hereunder.


 


The Company agrees that this is a material
term of this Note and any breach of this Section 5.00(j) will result in a default of the Note.


 


(k) Attempted
Below-par Issuance. In the event that (i) any requested conversion hereunder shall be at a Conversion Price that is less than
then-current par value of the Company’s Common Stock and that any or all of such requested conversion would be precluded
by state law or otherwise and (ii) within three business days of the requested conversion, the Company shall not have reduced its
par value such that all of the requested conversion may then be accomplished, then the Company and the Holder agree to the following
conversion protocol: the Holder shall generate and transmit to the Company (X) a “preliminary” Conversion Notice for
the full number of shares of Common Stock of the above-referenced conversion at the Conversion Price without regard to any below-par
value conversion issues; (Y) a “par value” Conversion Notice for the number of shares of Common Stock for the above-referenced
conversion with the Conversion Price increased from the Conversion Price set forth in the “preliminary” Conversion
Notice to a Conversion Price at par value; and (Z) a “liquidated damages” Conversion Notice for that number of shares
of Common Stock that represents the difference between the number of shares of Common Stock in the “preliminary” Conversion
Notice and the number of shares of Common Stock in the “par value” Conversion Notice and the Conversion Price of such
“liquidated damages Common Shares” would be the par value of the Common Stock. The Company acknowledges that any failure
by it to provide the Holder with its full conversion rights under this Note (as a result of a proposed “below par”
conversion) will cause the Holder to incur substantial economic damages and losses of types and in amounts that are impossible
to compute and ascertain with certainty as a basis for recovery by the Holder of actual damages and that liquidated damages would
represent a fair, reasonable, and appropriate estimate thereof. Accordingly, in the event that the Holder is precluded from exercising
any or all of its conversion rights hereunder as a result of a proposed “below par” conversion, the Company agrees
that, in lieu of actual damages for such failure, liquidated damages may be assessed and recovered by the Holder without being
required to present any evidence of the amount or character of actual damages sustained by reason thereof. The amount of such liquidated
damages shall be an amount equivalent to the trading price (without discount) utilized in the “preliminary” Conversion
Notice multiplied by the number of shares calculated on the “liquidated damages” Conversion Notice. Such amount shall
be assessed and become immediately due and payable to the Holder (at its election) in the form of a cash payment, an addition to
the Principal Sum of this Note, or the immediate issuance of that number of shares of Common Stock as calculated on the “liquidated
damages” Conversion Notice. Such liquidated damages are intended to represent estimated actual damages and are not intended
to be a penalty, but, by virtue of their genesis and subject to the election of the Holder (as set forth in the immediately preceding
sentence), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule
144.


  


[Signature Page to Follow.]


 






    10


     


    

 


IN WITNESS WHEREOF, the Company has caused this Fixed
Convertible Promissory Note to be duly executed on the day and in the year first above written.


 





	 	JRSIS HEALTH CARE CORP
	 	 	 
	 	By:	/s/ Lihua Sun
	 	Name:	Lihua Sun
	 	Title:  	CHIEF EXECUTIVE OFFICER
	 	Email:	 
	 	Address: 	1st - 7th Floor Industrial and Commercial Xingfu
    Street,
	 	 	Hulan District Heilongjiang Province 150025 China




 


This Fixed Convertible Promissory Note of July 15, 2019 is
accepted this ___ day of , 2019 by


 





HARBOR GATES CAPITAL, LLC


 





	By:	 	 
	 	Name: 	 
	 	Title: Manager	 










 






    11


     


    

 


EXHIBIT A


 


FORM OF CONVERSION NOTICE


 


(To be executed by the Holder in order
to convert all or part of that certain $275,000 Fixed Convertible Promissory Note identified as the Note)


 


DATE:  ____________________________


FROM:Harbor Gates Capital, LLC (the
“Holder”)


 


		Re:	$275,000 Fixed Convertible Promissory Note (this “Note”) originally issued by
JRSIS Health Care Corp, a Florida corporation, to Harbor Gates Capital, LLC on July 15, 2019.



 


The undersigned on behalf of Harbor
Gates Capital, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount
(as defined in the Note) indicated below of this Note into shares of Common Stock, $0.001 par value per share, of JRSIS Health
Care Corp (the “Company”), according to the conditions hereof, as of the date written below. If shares are to
be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto
and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee
will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the
date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not
exceed the “Restricted Ownership Percentage” contained in this Note.


Conversion
information:


 





	 	 
	 	Date to Effect Conversion
	 	 
	 	 
	 	Aggregate Principal Sum of Note Being Converted
	 	 
	 	 
	 	Aggregate Interest/Fees of Principal Amount Being Converted
	 	 
	 	 
	 	Remaining Principal Balance
	 	 
	 	 
	 	Number of Shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable Conversion Price
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address




 






    12


     


    

 


EXHIBIT B


 


WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF


 


JRSIS HEALTH CARE CORP


 


 


The undersigned, being directors of JRSIS Health Care Corp,
a Florida corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve
and adopt the following preamble and resolutions:


 


Convertible Note with Harbor Gates Capital, LLC


 


The board of directors of the Company has reviewed and authorized
the following documents relating to the issuance of a Fixed Convertible Promissory Note in the amount of $275,000 with Harbor Gates
Capital, LLC.


 


The documents agreed to and dated July 15, 2019 are as follows:


 


10% Fixed Convertible Promissory Note of JRSIS Health Care Corp


Irrevocable Transfer Agent Instructions


Certificate of Corporate Chief Executive Officer


Disbursement Instructions


Schedule 1 – Use of Proceeds


 


The board of directors further agree to authorize and approve
the issuance of shares to the Holder at Conversion prices that are below the Company’s then current par value.


 


IN WITNESS WHEREOF, the undersign member(s) of the board of
the Company executed this unanimous written consent as of July 15, 2019.


 


 





 



By: Junsheng Zhang, Lihua Sun, Xuewei
Zhang, Yanhui Xing, Yanming Zhang and Guoqing Jin


 


Its: Directors


 






    13


     


    

 


EXHIBIT C


 


CERTIFICATE OF CORPORATE CHIEF EXECUTIVE
OFFICER OF


 


JRSIS HEALTH CARE CORP


 


(Two Pages)


 


The undersigned, _______________________
is the duly elected Corporate Chief Executive Officer of JRSIS Health Care Corp, a Florida corporation (the “Company”).


 


I hereby warrant and
represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books and records,
including, but not limited to, the Company’s records relating to the following:


 


		(A)	The issuance of that certain convertible promissory note dated July 15, 2019 (the “Note
Issuance Date”) issued to Harbor Gates Capital, LLC (the “Holder”) in the stated original principal
amount of $275,000 (the “Note”);



 


		(B)	The Company’s Board of Directors duly approved the issuance of the Note to the Holder;



 


		(C)	The Company has not received and does not contemplate receiving any new consideration from any
persons in connection with any later conversion of the Note and the issuance of the Company’s Common Stock upon any said
conversion;



 


		(D)	To my best knowledge and after completing the aforementioned review of the Company’s stockholder
and corporate records, I am able to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors,
or directly or indirectly, ten percent (10.00%) or more stockholders of the Company and none of said persons has had any such status
in the one hundred (100) days immediately preceding the date of this Certificate;



 


		(E)	The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable
Instructions to the Company’s Stock Transfer Agent dated July 15, 2019;



 


		(F)	Mark the appropriate selection:



 


___ The Company represents that
it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended,
and has never been a shell company, as so defined; or


 


___ The Company represents that
(i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended,
(ii) since ______, 201__, it has no longer been a shell company, as so defined, and (iii) on _______, 201__, it provided Form
10-type information in a filing with the United States Securities and Exchange Commission.


 






    14


     


    

 


		(G)	I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to
be “affiliates,” as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.



 


		(H)	I understand that all of the representations set forth in this Certificate will be relied upon
by counsel to Harbor Gates Capital, LLC in connection with the preparation of a legal opinion.



 


 


I hereby affix my signature to this Certificate
and hereby confirm the accuracy of the statements made herein.


 


	Signed:	 	 	Date:                                              
	 	 	 	 
	Name:	 	 	Title:                                               



 






    15


     


    

 


EXHIBIT D


 


		TO:	Harbor Gates Capital, LLC



		FROM:	JRSIS Health Care Corp



		DATE:	July 15, 2019



		RE:	Disbursement of Funds



 


Pursuant to that certain Fixed Convertible Promissory Note between
the parties listed above and dated July 15, 2019, a disbursement of funds will take place in the amount and manner described below:


 


	Please disburse to:	 
	Amount to disburse:	$175,000
	Form of distribution	Wire
	Name	JRSIS Health Care Corp
	Company Address	
         

         

         

	Wire Instructions:	
        Bank: 

        ABA Routing Number: 

        Account Number: 

        SWIFT Code:

        Account Name:

        Phone:



 


TOTAL: $175,000


 


For: JRSIS Health Care Corp


 


	By:		 	Dated: July 15, 2019



Name:


Its:


 






    16


     


    

 


EXHIBIT E


 


COMPANY CAPITALIZATION TABLE AS OF JULY
15, 2019


 


COMMON STOCK AND COMMON STOCK EQUIVALENTS


ISSUED, OUTSTANDING AND RESERVED


 


	DESCRIPTION	    AMOUNT
	Authorized Common Stock	  
	    Authorized Capital Stock	 
	    Authorized Common Stock	  
	    Issued Common Stock  	   
	    Outstanding Common Stock	 
	    Treasury Stock	    
	*Authorized, but unissued	 
	 	 
	Authorized Preferred Stock	 
	Issued Preferred Stock	    
	 	 
	Reserved for Equity Incentive Plans	 
	Reserved for Convertible Debt	 
	Reserved for Options and Warrants	 
	Reserved for Other Purposes	 
	 	 
	
        TOTAL COMMON STOCK AND COMMON

        STOCK EQUIVALENTS OUTSTANDING
	
         

         



 


* This number includes all shares reserved
for Convertible Debt


 


Note: If not applicable, enter “n/a”
or “zero” in Column 2.


 






    17


     


    

 


CURRENT DEBT AND LIABILITIES TABLE


 


CONVERTIBLE PROMISSORY NOTE BALANCES
AND PROMISSORY NOTE BALANCES


 


	DESCRIPTION	     ISSUANCE DATE	AMOUNT
	Convertible Promissory Note	  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Promissory Note	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Other Debt and Liabilities	  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


Note: If not applicable, enter “n/a”
or “zero” in Column 2.


 


To my best knowledge and after completing
the aforementioned review of the Company’s stockholder and corporate records, I am able to certify the accuracy of the statements
made herein.


 


JRSIS HEALTH CARE CORP


 


	By:		 	Dated: July 15, 2019



Name:


Title: 


 






    18


     


    

 


SCHEDULE 1


 


USE OF PROCEEDS


 


Pursuant to that certain Fixed Convertible Promissory Note between
the parties listed above and dated July 15, 2019, the Company covenants that it will within,                            month(s) of the Effective
Date of the Note, it shall use approximately $175,000 of the proceeds in the manner set forth below (the “Use of
Proceeds”):


 


 





 



 





 



 





 



 





 



  


JRSIS HEALTH CARE CORP


 


	By:		 	Dated: July 15, 2019



Name:


Title: 


 


 


19