Exhibit
4.1


 


[FORM
OF [SERIES A SENIOR [SECURED] CONVERTIBLE NOTE][SERIES B

SENIOR SECURED CONVERTIBLE NOTE]]


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS
NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.


 


THIS NOTE HAS BEEN ISSUED WITH ORIGINAL
ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), [        ], A REPRESENTATIVE OF THE COMPANY
HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION
DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). [       ] MAY BE REACHED AT TELEPHONE NUMBER (        ) - .


 


China
SXT Pharmaceuticals, Inc.


 


[Series
A][Series B] Senior [[INSERT IN SERIES B
NOTE ONLY:] Secured] Convertible Note


 


	Issuance
    Date:  [●] 20__ (the “Issuance Date”)	Original
    Principal Amount: U.S.  $[●]


 






     


     


    

 


FOR
VALUE RECEIVED, China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands (the “Company”),
hereby promises to pay to the order of [BUYER] or its registered assigns (“Holder”) the amount set forth above
as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the
“Principal”) when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment
Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance
with the terms hereof), to pay interest (“Interest”) on any outstanding Principal at the applicable Interest
Rate (as defined below) from the Issuance Date until the same becomes due and payable, whether upon the Maturity Date, on any
Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption
or otherwise (in each case in accordance with the terms hereof). This [Series A][Series B] Senior [INSERT IN SERIES B NOTES ONLY:
Secured] Convertible Note (including all Senior [INSERT IN SERIES B NOTES ONLY: Secured] Convertible Notes issued in exchange,
transfer or replacement hereof, this “Note”) is one of an issue of Senior [INSERT IN SERIES B NOTES ONLY: Secured]
Convertible Notes issued pursuant to the Securities Purchase Agreement, dated as of April 16, 2019 (the “Subscription
Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended
from time to time (collectively, the “Notes”, and such other Series A Senior Convertible Notes and Series B
Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement, collectively, the “Other Notes”).
Certain capitalized terms used herein are defined in Section 31.


 


1.
PAYMENTS OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment
Amount due on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an
amount in cash (excluding any amounts paid in Ordinary Shares on the Maturity Date in accordance with Section 8) representing
all outstanding Principal, accrued and unpaid Interest, any Make-Whole Amount and accrued and unpaid Late Charges (as defined
in Section 24(c)) on such Principal, Interest and Make-Whole Amount. [INSERT IN SERIES B NOTES ONLY:, except that any Restricted
Principal hereunder shall be satisfied on the Maturity Date (in lieu of a cash payment) by Maturity Netting (as defined in the
Investor Note)]. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding
Principal, accrued and unpaid Interest, Make-Whole Amount or accrued and unpaid Late Charges on Principal, Interest and Make-Whole
Amount, if any. [INSERT IN SERIES A NOTES ONLY: Notwithstanding anything herein to the contrary, with respect to any conversion
or redemption hereunder, as applicable, the Company shall convert or redeem, as applicable, First, all accrued and unpaid
Interest and Make-Whole Amount hereunder and under any other Series A Notes held by such Holder, Second, all accrued and
unpaid Late Charges on any Principal, Interest and Make-Whole Amount hereunder and under any other Series A Notes held by such
Holder, Third, all other amounts (other than Principal) outstanding under any other Series A Notes held by such Holder
and, Fourth, all Principal outstanding hereunder and under any other Series A Notes held by such Holder, in each case,
allocated pro rata among this Note and such other Series A Notes held by such Holder.]


 


[INSERT
IN SERIES B NOTES ONLY:


 


(a)
Securities Contract. The Company and the Holder hereby acknowledge and agree that the Securities Purchase Agreement and
the Note Purchase Agreement (as defined in the Securities Purchase Agreement) each is a “securities contract” as defined
in 11 U.S.C. § 741 and that Holder shall have all rights in respect of this Note, the Master Netting Agreement (as defined
in the Securities Purchase Agreement), the Investor Note, the Securities Purchase Agreement and the Note Purchase Agreement as
are set forth in 11 U.S.C. § 555 and 11 U.S.C. § 362(b)(6), including, without limitation, all rights of credit, deduction,
setoff, offset and/or netting (collectively, “Netting” or “Net”) as are available under
this Note, the Master Netting Agreement and the Investor Note and all Netting provisions of this Note, the Investor Note and the
Master Netting Agreement, including without limitation the provisions set forth in Section 7 of the Investor Note, are hereby
incorporated in this Note and made a part hereof as if such provisions were set forth herein.


 






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(b)
Investor Prepayments; No Share Issuance or Sales until Fully Paid. Upon the consummation of any Investor Prepayment, the
aggregate outstanding Restricted Principal under this Note shall automatically become Unrestricted Principal hereunder, on a dollar-for-dollar
basis, in an amount equal to the aggregate amount of cash paid in such Investor Prepayment. Notwithstanding anything herein to
the contrary, the Ordinary Shares issuable upon conversion of Restricted Principal hereunder shall not be issued by the Company
and may not be sold by Holder until such portion of the Investor Note equivalent to the Restricted Principal subject to such conversion
(each, an “Investor Prepayment Amount”) has been Fully Paid (as defined below) pursuant to an Investor Prepayment
or otherwise upon maturity of the Investor Note (to the Company or to such other Persons as directed by the Company in writing)
and such Restricted Principal becomes Unrestricted Principal in accordance with the preceding sentence. “Fully Paid”
means, with respect to any applicable Investor Prepayment, that the Holder shall have either (x) delivered evidence to the Company
that the Holder irrevocably instructed its bank or other financial institution, with respect to an account of the Holder (or an
affiliate of the Holder) containing at least an amount in cash equal to the applicable Investor Prepayment Amount, to deliver
such Investor Prepayment Amount from such account by wire transfer to the Company in accordance with wire instructions set forth
in the Flow of Funds Letter (as defined in the Securities Purchase Agreement) (unless modified by the Company prior to the date
of such Investor Prepayment by delivery to the Holder of new wire instructions, duly executed by an executive officer of the Company,
on letterhead of the Company), or (y) if the Company and the Holder have accounts at the same bank or other financial institution,
by an internal “ledger” transfer by such financial institution of such Investor Prepayment Amount, in each case, as
evidenced by either an e-mail or other written or oral confirmation by the applicable receiving financial institution that such
transfer has been completed or wire has arrived, in each case, of such Investor Prepayment Amount.


 


(c)
Prohibited Transfer or Severability Reduction. Upon any Prohibited Transfer (as defined in the Investor Note) of, or Severability
Event (as defined in the Investor Note) under, the Investor Note, (x) the Investor Note shall be deemed paid in full and shall
be null and void, and (y) 75% of the remaining Restricted Principal of this Note shall be automatically cancelled (with the remaining
25% of the Restricted Principal of this Note automatically becoming Unrestricted Principal hereunder).


 


(d)
Investor Netting Right Reduction. Upon any exercise by the Holder of Investor Netting Rights (as defined in the Investor
Note), the Restricted Principal hereunder shall automatically and simultaneously be reduced, on a dollar-for-dollar basis, by
such portion of the aggregate principal of the Investor Note cancelled pursuant to such Investor Netting Rights (as defined in
the Investor Note).


 






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(e)
Single Integrated Transaction. The Company hereby acknowledges and agrees that (i) the Holder shall be entitled to exercise
the Investor Netting Rights through any means permissible under applicable law, including without limitation, Netting and (ii)
the obligations of the Holder under the Investor Note and the obligations of the Company under this Note arise in a single integrated
transaction and constitute related and interdependent obligations within such transaction.


 


(f)   
Grant of Security Interest. The Company hereby grants and pledges to the Holder a continuing security interest in the Investor
Note of the Holder, including any and all cash, proceeds, funds, credits, rights and other assets therein or arising therefrom,
from time to time, and any additions, dividends, profits and interest in the foregoing and any replacements or substitutions therefore
(collectively, the “Collateral”) to secure prompt repayment of any and all amounts outstanding hereunder from
time to time and to secure prompt performance by the Company of each of its covenants and duties under this Note. Such security
interest constitutes a valid, first priority security interest in the Collateral, and will constitute a valid, first priority
security interest in later-acquired Collateral. Notwithstanding any filings undertaken related to the Holder’s rights under
the New York Uniform Commercial Code, the Holder’s Lien (as defined in Section 14(c) below) on the Collateral shall remain
in effect for so long as any Restricted Principal remains outstanding.


 


(g)
Order of Conversion and/or Redemption. Notwithstanding anything herein to the contrary, with respect to any conversion
or redemption hereunder, as applicable, the Company shall convert or redeem, as applicable, First, all accrued and unpaid
Interest and Make-Whole Amount hereunder and under any other Series B Notes held by such Holder, Second, all accrued and
unpaid Late Charges on any Principal and Interest hereunder and under any other Series B Notes held by such Holder, Third,
all other amounts outstanding (other than Principal) hereunder and under any other Series B Notes held by such Holder and, Fourth,
all Principal (other than Restricted Principal) outstanding hereunder and under any other Series B Notes held by such Holder,
in each case, prior to any conversion or redemption, as applicable, of any Restricted Principal hereunder, in each case, allocated
pro rata among this Note and such other Series B Notes held by such Holder.]


 


2.
INTEREST; INTEREST RATE.


 


(a)
Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve
30-day months and shall be payable in arrears on each Interest Date, with the first Interest Date being May 1, 2019, and shall
compound each calendar month and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each
Interest Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on
the applicable Installment Date and (ii) with respect to each other Interest Date, on such Interest Date in cash.


 






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(b)
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by
way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any
redemption in accordance with Section 11 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence
and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to eighteen percent (18.0%)
per annum (the “Default Rate”). In the event that such Event of Default is subsequently cured (and no other
Event of Default then exists (including, without limitation, for the Company’s failure to pay such Interest at the Default
Rate on the applicable Interest Date)), the adjustment referred to in the preceding sentence shall cease to be effective as of
the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased
rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence
of such Event of Default through and including the date of such cure of such Event of Default.


 


3.
CONVERSION OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid
and non-assessable Ordinary Shares (as defined below), on the terms and conditions set forth in this Section 3.


 


(a)
Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued,
fully paid and non-assessable Ordinary Shares in accordance with Section 3(c), at the Conversion Rate (as defined below). The
Company shall not issue any fraction of a Ordinary Share upon any conversion. If the issuance would result in the issuance of
a fraction of a Ordinary Share, the Company shall round such fraction of a Ordinary Share up to the nearest whole share. The Company
shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and
expenses of the transfer agent of the Company (the “Transfer Agent”)) that may be payable with respect to the
issuance and delivery of Ordinary Shares upon conversion of any Conversion Amount.


 


(b)
Conversion Rate. The number of Ordinary Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a)
shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i) “Conversion Amount” means the sum of (w) the portion of the Principal to be converted, redeemed or otherwise
with respect to which this determination is being made, (x) all accrued and unpaid Interest with respect to such portion of the
Principal amount (y) the Make-Whole Amount, if any, and (z) accrued and unpaid Late Charges with respect to such portion of such
Principal, such Interest and Make-Whole Amount, if any.


 


(ii)
“Conversion Price” means, as of any Conversion Date or other date of determination, $8.38, subject to adjustment
as provided herein.


 



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(c)
Mechanics of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion
Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to
11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit
I (the “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading
Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the
case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following
the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of
confirmation and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective
and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice
to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such
Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which
the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable
law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Ordinary Shares
issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1)
provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast
Automated Securities Transfer Program, credit such aggregate number of Ordinary Shares to which the Holder shall be
entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as
specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of
Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for
conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of
the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than two (2)
Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note
(in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person or Persons entitled to
receive the Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or
holders of such Ordinary Shares on the Conversion Date. [INSERT IN SERIES B NOTES ONLY: In the event of a partial conversion
of this Note pursuant hereto, (x) the Principal amount converted shall be deducted from the Installment Amount(s) relating to
the Installment Date(s) as set forth in the applicable Conversion Notice and (y) the amount of Restricted Principal
converted, if any, shall be set forth in the applicable Conversion Notice.] Notwithstanding anything to the contrary
contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as
defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period
(as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary
Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration
Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the
prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has
not yet settled.


 






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(ii) Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable
Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Ordinary Shares to which the
Holder is entitled and register such Ordinary Shares on the Company’s share register or, if the Transfer Agent is
participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the
Holder’s designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s
conversion of this Note (as the case may be) or (II) if the Registration Statement covering the resale of the Ordinary Shares
that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available for
the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required
pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically
without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant
to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At
Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice
Failure” and together with the event described in clause (I) above, a “Conversion Failure”),
then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day
after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 2% of
the product of (A) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery
Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Ordinary Shares selected by the
Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the
applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice
with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted
pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the
Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section
3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver
to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, if
the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to
credit the balance account of the Holder or the Holder’s designee with DTC for the number of Ordinary Shares to which
the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to
clause (II) below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an
open market transaction or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares
issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company
in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in
addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the
Holder’s request and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the
Ordinary Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder)
(the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such
certificate (and to issue such Ordinary Shares) or credit the balance account of such Holder or such Holder’s
designee, as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s
conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its
obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit
the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares
to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares
multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the
date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the
“Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or
to electronically deliver such Ordinary Shares) upon the conversion of this Note as required pursuant to the terms
hereof.


 






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(iii) Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names
and addresses of the holders of each Note and the principal amount of the Notes [INSERT IN SERIES B NOTES ONLY:
and Restricted Principal] held by such holders (the “Registered Notes”). The entries in the Register shall
be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each
Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the
right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may
be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon
its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the
Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same
aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or
transferee pursuant to Section 18, provided that if the Company does not so record an assignment, transfer or sale (as
the case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the Register
shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding
anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full
Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company
following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior
written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical
surrender of this Note. The Holder and the Company shall maintain records showing the Principal, Interest, Make-Whole Amount
and Late Charges converted and/or paid (as the case may be) [INSERT IN SERIES B NOTES ONLY: or Restricted Principal
becoming unrestricted] and the dates of such conversions [INSERT IN SERIES B NOTES ONLY:, Investor Prepayments] and/or
payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as
not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such
Principal, Interest, Make-Whole Amount and Late Charges converted and/or paid (as the case may be) [INSERT IN SERIES B NOTES
ONLY: or Restricted Principal becoming unrestricted] and the dates of such conversions, [INSERT IN SERIES B NOTES ONLY:
Investor Prepayment] and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register
shall be automatically deemed updated to reflect such occurrence.


 


(iv) Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes
for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted
for conversion, the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes
converted on such date a pro rata amount of such holder’s portion of its Notes submitted for conversion based on the
principal amount of Notes submitted for conversion on such date by such holder relative to the aggregate principal amount of
all Notes submitted for conversion on such date. In the event of a dispute as to the number of Ordinary Shares issuable to
the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of Ordinary Shares
not in dispute and resolve such dispute in accordance with Section 23.


 






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(d)
Limitations on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall
not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion
shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together
with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,
the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number
of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion
of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would
be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of
the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any convertible notes or convertible preferred shares or warrants, including, without
limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion
or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership
shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Ordinary
Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on
the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report
of Foreign Issuer on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by
the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary
Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from
the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number,
the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such
Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d),
to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant
to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within
one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding.
In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported
Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this
Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the
Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number
of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds
the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company,
the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after
delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such
notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the
other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of
clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed
to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934
Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary to
correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial
ownership limitation contained in this Section 3(d) or to make changes or supplements necessary or desirable to properly give
effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder
of this Note.


 






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(e)
Right of Alternate Conversion Upon an Event of Default.


 


(i) General.
Subject to Section 3(d), at any time during an Event of Default Redemption Right Period (regardless of whether such Event of
Default has been cured or if the Holder has delivered an Event of Default Redemption Notice to the Company), the Holder may,
at the Holder’s option, convert (each, an “Alternate Conversion”, and the date of such Alternate
Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion
of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into
Ordinary Shares at the Alternate Conversion Price.


 


(ii) Mechanics
of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate
Conversion Amount pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion
Price” for all purposes hereunder with respect to such Alternate Conversion and with “Redemption Premium of the
Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above
with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of
this Note that the Holder is electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to
the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers Ordinary Shares representing the
applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into
Ordinary Shares pursuant to Section 3(c) without regard to this Section 3(e).


 






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4.
RIGHTS UPON EVENT OF DEFAULT.


 


(a)
Event of Default. Each of the following events shall constitute an “Event of Default” and each of the
events in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:


 


(i) the failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC
on or prior to the date that is five (5) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement)
or the failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is five
(5) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);


 


(ii)
while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights
Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the
issuance of a stop order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of
Registrable Securities (as defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities
in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of
five (5) consecutive days or for more than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable
Grace Period (as defined in the Registration Rights Agreement));


 


(iii)
the suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Ordinary Shares to be
trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;


 


(iv)
the Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery
of the required number of Ordinary Shares within five (5) Trading Days after the applicable Conversion Date or exercise date
(as the case may be) or (B) notice, written or oral, to any holder of the Notes or Warrants, including, without limitation,
by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with a
request for conversion of any Notes into Ordinary Shares that is requested in accordance with the provisions of the Notes,
other than pursuant to Section 3(d), or a request for exercise of any Warrants for Ordinary Shares in accordance with the
provisions of the Warrants;


 






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(v)
except to the extent the Company is in compliance with Section 10(b) below, at any time following the tenth (10th)
consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 10(a) below) is less than (A) the number
of Ordinary Shares that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without
regard to any limitations on conversion set forth in Section 3(d) or otherwise) at the Alternate Conversion Price in effect as
of such date of determination, and (B) the number of Ordinary Shares that the Holder would be entitled to receive upon exercise
in full of the Holder’s Warrants (without regard to any limitations on exercise set forth in the Warrants);


 


(vi)    
the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Make-Whole Amount,
Late Charges or other amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s
failure to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase
Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated
hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such
failure remains uncured for a period of at least two (2) Trading Days;


 


(vii)
the Company fails to remove any restrictive legend on any certificate or any Ordinary Shares issued to the Holder upon conversion
or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under
the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement,
unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five
(5) Business Days;


 


(viii)
the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $50,000 of
Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries, other than with
respect to any Other Notes;


 


(ix)
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third
party, shall not be dismissed within thirty (30) days of their initiation;


 






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(x)
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company
or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part
of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,
or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability
to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance
of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other
similar action under federal, state or foreign law;


 


(xi)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary
of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any
Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization,
arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable federal, state
or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment
or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a
period of thirty (30) consecutive days;


 


(xii)
a final judgment or judgments for the payment of money aggregating in excess of $100,000 are rendered against the Company and/or
any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled
or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however,
any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the
$100,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity
provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered
by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance
or indemnity within thirty (30) days of the issuance of such judgment;


 






    - 13 -


     


    

 


(xiii)
the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any
applicable grace period, any payment with respect to any Indebtedness in excess of $100,000 due to any third party (other
than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may
be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment
thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an
amount in excess of $100,000, which breach or violation permits the other party thereto to declare a default or otherwise
accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the
passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or
any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business,
assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or
prospects of the Company or any of its Subsidiaries, individually or in the aggregate;


 


(xiv)
other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any
representation, warranty, covenant or other term or condition of any Transaction Document, except, in the case of a breach of
a covenant or other term or condition that is curable, only if such breach remains uncured for a period of two (2)
consecutive Trading Days;


 


(xv)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A)
the Equity Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of
Default has occurred;


 


(xvi)
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this
Note;


 


(xvii)
any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xviii)
any provision of any Transaction Document (including, without limitation, the Security Documents) shall at any time for any
reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties
thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be
commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to
establish the invalidity or unenforceability thereof (including, without limitation, the Security Documents);


 


(xix)
[INSERT IN SERIES B NOTE ONLY: this Note and/or any Security Document shall for any reason fail or cease to create a
separate valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (as
defined in the Securities Purchase Agreement) on the Collateral hereunder in favor of the Holder or] any material provision
of this Note and/or any Security Document shall at any time for any reason cease to be valid and binding on or enforceable
against the Company or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall
be commenced by the Company or any governmental authority having jurisdiction over the Company, seeking to establish the
invalidity or unenforceability thereof; or


 






    - 14 -


     


    

 


(xx)
any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout,
labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15)
consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or
any Subsidiary, if any such event or circumstance could have a Material Adverse Effect;


 


(xxi)
if Mr. Feng Zhou ceases to be the chief executive officer of the Company and a qualified replacement, acceptable to the
Holder, in its sole discretion, is not appointed within 15 Business Days; or


 


(xxii)
any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 


(b)
Notice of an Event of Default: Event of Default Redemption Right. Upon the occurrence of an Event of Default with respect
to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or
electronic mail and overnight courier (with next day delivery specified) (an “Event of Default Notice”) to
the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming
aware of an Event of Default (such earlier date, the “Event of Default Right Commencement Date”) and ending
(such ending date, the “Event of Default Right Expiration Date”, and each such period, an “Event of
Default Redemption Right Period”) on the twentieth (20th) Trading Day after the later of (x) the date such
Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes (I) a reasonable description
of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is
capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of
Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event
of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless
of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion
of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company,
which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion
of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal
to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii)
the product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers an
Event of Default Redemption Notice multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest
Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date immediately preceding such
Event of Default and ending on the date the Company makes the entire payment required to be made under this Section 4(b) (the
“Event of Default Redemption Price”). [INSERT IN SERIES B NOTES ONLY (except, solely if any Restricted Principal
is included in such Conversion Amount subject to redemption pursuant to the applicable Event of Default Notice (such amount of
Restricted Principal, the “Eligible Event of Default Restricted Principal Amount”) and the Holder elects to
effect Event of Default Netting (as defined in the Investor Note) pursuant to the terms of the Investor Note, such Event of Default
Redemption Price shall be reduced, on a dollar-for-dollar basis, by such portion of the Event of Default Restricted Principal
Amount subject to such Event of Default Netting (each, an “Event of Default Restricted Principal Amount”) and
such Event of Default Restricted Principal Amount shall be satisfied on such Redemption Date by Event of Default Netting (as defined
in the Investor Note) (solely if the applicable Event of Default does not include a Bankruptcy Event of Default) or automatically
satisfied on such Redemption Date by Event of Default Bankruptcy Netting (as defined in the Investor Note) (solely if the applicable
Event of Default includes a Bankruptcy Event of Default), as applicable, with respect thereto)]. Redemptions required by this
Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section
4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions
shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 3(e), but subject to Section
3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is satisfied in full, the Conversion
Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or
in part, by the Holder into Ordinary Shares pursuant to the terms of this Note. In the event of a partial redemption of this Note
pursuant hereto, (x) the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable
Installment Date(s) as set forth in the Event of Default Redemption Notice and (y) the amount of Restricted Principal redeemed,
if any, shall be set forth in the applicable Event of Default Redemption Notice. In the event of the Company’s redemption
of any portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties
to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a
penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder, and all other rights
and remedies of the Holder shall be preserved.


 






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(c)
Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding
any conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following
the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal,
accrued and unpaid Interest, Make-Whole Amount and accrued and unpaid Late Charges on such Principal, Interest and Make-Whole
Amount, multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement
for any notice or demand or other action by the Holder or any other person or entity, [INSERT IN SERIES B NOTES ONLY:, except
that any Restricted Principal then outstanding hereunder shall be satisfied through Bankruptcy Event of Default Netting (as defined
in the Investor Note) (in lieu of such cash payment hereunder)]; provided that the Holder may, in its sole discretion, waive such
right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other
rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion,
and any right to payment of the Event of Default Redemption Price or any other Redemption Price, as applicable.


 


5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


(a)
Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity
assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with
the provisions of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved
by the Holder prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such
Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the
Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding
and the interest rates of the Notes [INSERT IN SERIES B NOTES ONLY: and, if applicable, a restricted principal equal in amount
to the Restricted Principal then outstanding hereunder], respectively, held by such holder, having similar conversion rights as
the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity
(including its Parent Entity) is a publicly traded corporation whose common equity or ordinary shares, as applicable, is quoted
on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note
and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other
Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation
of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion
or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares
(or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue
to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction, such
shares of the publicly traded common equity or ordinary shares, as applicable (or their equivalent) of the Successor Entity (including
its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had
this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion
of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect,
at its sole option, by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction
without the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive Fundamental
Transactions and shall be applied without regard to any limitations on the conversion of this Note.


 






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(b)
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading
Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the
public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail
and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning
after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change
of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending
on the later of twenty (20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change
of Control Notice, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof
(“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate
the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section
5(b) shall be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control
Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption
Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by
dividing (I) the greatest Closing Sale Price of the Ordinary Shares during the period beginning on the date immediately preceding
the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change
of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then
in effect and (iii) the product of (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion
Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any
non-cash consideration per Ordinary Share to be paid to the holders of the Ordinary Shares upon consummation of such Change of
Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing
Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing
Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control
and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed
Change of Control) divided by (II) the Conversion Price then in effect (the “Change of Control Redemption Price”)
[INSERT IN SERIES B NOTES ONLY (except, solely if any Restricted Principal is included in such Conversion Amount subject to redemption
pursuant to the applicable Change of Control Notice (such amount of Restricted Principal, the “Eligible Change of Control
Restricted Principal Amount”) and the Holder elects to effect Redemption Netting (as defined in the Investor Note) pursuant
to the terms of the Investor Note, such Change of Control Redemption Price shall be reduced, on a dollar-for-dollar basis, by
such portion of the Change of Control Restricted Principal Amount subject to such Redemption Netting (each a “Change
of Control Restricted Principal Amount”) and such Change of Control Restricted Principal Amount shall be automatically
satisfied on such Redemption Date by Redemption Netting (as defined in the Investor Note) with respect thereto)]. Redemptions
required by this Section 5(b) shall be made in accordance with the provisions of Section 11 and shall have priority to payments
to shareholders in connection with such Change of Control. To the extent redemptions required by this Section 5(b) are deemed
or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed
to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 3(d), until
the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted
for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the
Holder into Ordinary Shares pursuant to Section 3. [INSERT IN SERIES B NOTES ONLY: In the event of a partial redemption of this
Note pursuant hereto, (x) the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable
Installment Date(s) as set forth in the Change of Control Redemption Notice and (y) the amount of Restricted Principal redeemed,
if any, shall be set forth in the applicable Change of Control Redemption Notice.] In the event of the Company’s redemption
of any portion of this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties
to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a
penalty.


 






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6.
RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to
all or substantially all of the record holders of any class of Ordinary Shares (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this
Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose
that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary
Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right
to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,
such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time
or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such
initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration
date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable))
to the same extent as if there had been no such limitation).


 






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(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets
with respect to or in exchange for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate
provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s
option (i) in addition to the Ordinary Shares receivable upon such conversion, such securities or other assets to which the Holder
would have been entitled with respect to such Ordinary Shares had such Ordinary Shares been held by the Holder upon the consummation
of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii)
in lieu of the Ordinary Shares otherwise receivable upon such conversion, such securities or other assets received by the holders
of Ordinary Shares in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled
to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to Ordinary
Shares) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding
sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and
equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption
of this Note.


 


7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


(a) Adjustment
of Conversion Price upon Issuance of Ordinary Shares. If and whenever on or after the Subscription Date the Company
issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any Ordinary Shares (including the
issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded
Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance
Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or
deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance,
the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the
foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this
Section 7(a)), the following shall be applicable:


 






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(i) Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one
Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of
any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 7(a)(i),
the “lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any such Option
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to any one Ordinary Share upon the granting or sale of such
Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon
exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option
for which one Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise
of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such
Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such
Option (or any other Person) with respect to any one Ordinary Share upon the granting or sale of such Option, upon exercise
of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or
otherwise pursuant to the terms thereof plus the value of any other consideration consisting of cash, debt forgiveness,
assets or any other property received or receivable by, or benefit conferred on, the holder of such Option (or any other
Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance
of such Ordinary Share or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms
thereof or upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Convertible
Securities.


 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest
price per share for which one Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price
per share. For the purposes of this Section 7(a)(ii), the “lowest price per share for which one Ordinary Share is at any
time issuable (or may become issuable assuming all possible market conditions) upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to one Ordinary Share upon the issuance or sale of the Convertible
Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and
(y) the lowest conversion price set forth in such Convertible Security for which one Ordinary Share is issuable upon conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the
holder of such Convertible Security (or any other Person) with respect to any one Ordinary Share upon the issuance or sale of
such Convertible Security plus the value of any other consideration received or receivable consisting of cash, debt forgiveness,
assets or other property by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as
contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Ordinary Shares
upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such
issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price
has been or is to be made pursuant to other provisions of this Section 7(a), except as contemplated below, no further adjustment
of the Conversion Price shall be made by reason of such issuance or sale.


 






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(iii) Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the
additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or
the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Ordinary Shares
increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in
connection with an event referred to in Section 7(b) below), the Conversion Price in effect at the time of such increase or
decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or
Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or
decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section
7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are increased
or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the
Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the
date of such increase or decrease. No adjustment pursuant to this Section 7(a) shall be made if such adjustment would result
in an increase of the Conversion Price then in effect.


 


(iv) Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with
the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder,
the “Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the
“Secondary Securities”), together comprising one integrated transaction (or one or more transactions if
such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor or
purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan
of financing), the aggregate consideration per Ordinary Share with respect to such Primary Security shall be deemed to be
equal to the difference of (x) the lowest price per share for which one Ordinary Share was issued (or was deemed to be issued
pursuant to Section 7(a)(i) or 7(a)(ii) above, as applicable) in such integrated transaction solely with respect to such
Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value
of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black Scholes
Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the
Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this
Section 7(a)(iv). If any Ordinary Shares, Options or Convertible Securities are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such
Ordinary Shares, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes
Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary
Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of
such consideration received by the Company (for the purpose of determining the consideration paid for such Ordinary Shares,
Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be
the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case
the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such
security for each of the five (5) Trading Days immediately preceding the date of receipt. If any Ordinary Shares, Options or
Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid
for such Ordinary Shares, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes
Consideration Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such Ordinary Shares, Options or Convertible Securities (as the case may be). The fair value of
any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If
such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the
“Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days
after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected
by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 






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(v)
Record Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Ordinary Shares, Options or in Convertible Securities or (B) to subscribe for or purchase
Ordinary Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale
of the Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).


 


(b)
Adjustment of Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section
6, Section 15 or Section 7(a), if the Company at any time on or after the Subscription Date subdivides (by any share split, share
dividend, share combination, recapitalization or other similar transaction) one or more classes of its outstanding Ordinary Shares
into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision of Section 4(c) or Section 7(a), if the Company at any time on or after the
Subscription Date combines (by any share split, share dividend, share combination, recapitalization or other similar transaction)
one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section
7(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall
be adjusted appropriately to reflect such event.


 


(c)
Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this
Section 7, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Ordinary Shares, Options
or Convertible Securities (any such securities, “Variable Price Securities”), after the Subscription Date that
are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for Ordinary Shares at a price which
varies or may vary with the market price of the Ordinary Shares, including by way of one or more reset(s) to a fixed price, but
exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share
dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable
Price”), the Company shall provide written notice thereof via facsimile and overnight courier to the Holder on the date
of such agreement and the issuance of such Convertible Securities or Options. From and after the date the Company enters into
such agreement or issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its sole
discretion to substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion
Notice delivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable
Price rather than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular
conversion of this Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note. In addition,
from and after the date the Company enters into such agreement or issues any such Variable Price Securities, for purposes of calculating
any Installment Conversion Price as of any time of determination, the “Conversion Price” as used therein shall mean
the lower of (x) the Conversion Price as of such time of determination and (y) the Variable Price as of such time of determination.


 






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(d)
Stock Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs
any share split, share dividend, share combination recapitalization or other similar transaction involving the Ordinary Shares
(each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”)
and the Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section
7(a) above), then on the sixteenth (16th) Trading Day immediately following such Stock Combination Event Date, the
Conversion Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in Section
7(a) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment
in the immediately preceding sentence would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall
be made.


 


(e)
Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are
not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the
type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation,
the granting of share appreciation rights, phantom share rights or other rights with equity features), then the Company’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect
the rights of the Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as
otherwise determined pursuant to this Section 7(e), provided further that if the Holder does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree,
in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


(f) Calculations.
All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th of
a share, as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by
or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of
Ordinary Shares.


 


(g)
Voluntary Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent
of the Required Holders (as defined in the Securities Purchase Agreement), reduce the then current Conversion Price of each of
the Notes to any amount and for any period of time deemed appropriate by the board of directors of the Company.


 






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8.
INSTALLMENT CONVERSION OR REDEMPTION.


 


(a)
General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay
to the Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance
with this Section 8 (a “Installment Conversion”); provided, however, that the Company may, at
its option following notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount
in cash (a “Installment Redemption”) or by any combination of an Installment Conversion and an Installment
Redemption so long as all of the outstanding applicable Installment Amount due on any Installment Date shall be converted and/or
redeemed by the Company on the applicable Installment Date, subject to the provisions of this Section 8. On the date which is
the twenty-first (21st) Trading Day prior to each Installment Date (each, an “Installment Notice Due Date”),
the Company shall deliver written notice (each, a “Installment Notice” and the date all of the holders receive
such notice is referred to as to the “Installment Notice Date”), to each holder of Notes and such Installment
Notice shall (i) either (A) confirm that the applicable Installment Amount of such holder’s Note shall be converted in whole
pursuant to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for
cash in accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment
Redemption and (2) specify the portion of such Installment Amount which the Company elects or is required to redeem pursuant to
an Installment Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”) and the
portion of the applicable Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment
Conversion (such amount of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred
to herein as the “Installment Conversion Amount”), which amounts when added together, must at least equal the
entire applicable Installment Amount and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant
to an Installment Conversion, certify that there is not then an Equity Conditions Failure as of the applicable Installment Notice
Date. Each Installment Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance
with this Section 8 with respect to a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable
Installment Notice confirming an Installment Conversion of the entire Installment Amount payable on such Installment Date and
shall be deemed to have certified that there is not then an Equity Conditions Failure in connection with such Installment Conversion.
Except as expressly provided in this Section 8(a), the Company shall convert and/or redeem the applicable Installment Amount of
this Note pursuant to this Section 8 and the corresponding Installment Amounts of the Other Notes pursuant to the corresponding
provisions of the Other Notes in the same ratio of the applicable Installment Amount being converted and/or redeemed hereunder.
The applicable Installment Conversion Amount (whether set forth in the applicable Installment Notice or by operation of this Section
8) shall be converted in accordance with Section 8(b) and the applicable Installment Redemption Amount shall be redeemed in accordance
with Section 8(c). Notwithstanding the foregoing, if the Holder elects to use an Alternate Installment Measuring Period for any
given Installment Date, the Company shall not be required to deliver any shares of Common Stock pursuant to such Installment Conversion
or any Acceleration related thereto until the later of (x) the second (2nd) Trading Day after the date the Holder delivers
notice to the Company that it has elected to use an Alternate Installment Measuring Period with respect thereto and (y) the applicable
Installment Date with respect to such Installment Conversion or Share Delivery Date with respect to such Acceleration, as applicable.


 






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(b)
Mechanics of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed
to have delivered an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment
Conversion in accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion
Amount, if any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company
shall, on such Installment Date, deliver to the Holder’s account with DTC such Ordinary Shares issued upon such conversion
(subject to the reduction contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this
Section 8(b)), provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment
Date and an Installment Conversion is not otherwise prohibited under any other provision of this Note. If the Company confirmed
(or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable Installment Conversion Amount,
in whole or in part, and there was no Equity Conditions Failure as of the applicable Installment Notice Date (or is deemed to
have certified that the Equity Conditions in connection with any such conversion have been satisfied by operation of Section 8(a))
but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any time through the applicable Installment
Date (the “Interim Installment Period”), the Company shall provide the Holder a subsequent notice to that effect.
If there is an Equity Conditions Failure (which is not waived in writing by the Holder) during such Interim Installment Period
or an Installment Conversion is not otherwise permitted under any other provision of this Note, then, at the option of the Holder
designated in writing to the Company, the Holder may require the Company to do any one or more of the following: (i) the Company
shall redeem all or any part designated by the Holder of the unconverted Installment Conversion Amount (such designated amount
is referred to as the “Designated Redemption Amount”) and the Company shall pay to the Holder within two (2)
days of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal to 115% of such Designated
Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with respect to all or any part designated by
the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all the rights of a holder of
this Note with respect to such designated part of the Installment Conversion Amount; provided, however, the Conversion Price for
such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the lesser of (A)
the Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B) the Installment
Conversion Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating thereto as if such
date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following
the applicable Installment Date by payment of such amount by such date, then the Holder shall have the rights set forth in Section
11(a) as if the Company failed to pay the applicable Installment Redemption Price (as defined below) and all other rights under
this Note (including, without limitation, such failure constituting an Event of Default described in Section 4(a)(iv)). Notwithstanding
anything to the contrary in this Section 8(b), but subject to 3(d), until the Company delivers Ordinary Shares representing the
Installment Conversion Amount to the Holder, the Installment Conversion Amount may be converted by the Holder into Ordinary Shares
pursuant to Section 3. In the event that the Holder elects to convert the Installment Conversion Amount prior to the applicable
Installment Date as set forth in the immediately preceding sentence, the Installment Conversion Amount so converted shall be deducted
from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice.
The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any Ordinary Shares in
any Installment Conversion hereunder.


 






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(c)
Mechanics of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole
or in part, in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company
in cash on the applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to
the applicable Installment Redemption Amount (the “Installment Redemption Price”). If the Company fails to
redeem such Installment Redemption Amount on such Installment Date by payment of the Installment Redemption Price, then, at the
option of the Holder designated in writing to the Company (any such designation shall be a “Conversion Notice”
for purposes of this Note), the Holder may require the Company to convert all or any part of the Installment Redemption Amount
at the Installment Conversion Price (determined as of the date of such designation as if such date were an Installment Date).
Conversions required by this Section 8(c) shall be made in accordance with the provisions of Section 3(c). Notwithstanding anything
to the contrary in this Section 8(c), but subject to Section 3(d), until the Installment Redemption Price (together with any Late
Charges thereon) is paid in full, the Installment Redemption Amount (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Ordinary Shares pursuant to Section 3. In the event the Holder elects to convert all or
any portion of the Installment Redemption Amount prior to the applicable Installment Date as set forth in the immediately preceding
sentence, the Installment Redemption Amount so converted shall be deducted from the Installment Amounts relating to the applicable
Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this Section 8(c) shall be made
in accordance with the provisions of Section 11.


 


(d) Deferred
Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may, at its option and
in its sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the
applicable Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such
Installment Date deferred (such amount deferred, the “Deferral Amount”, and such deferral, each a
“Deferral”) until any subsequent Installment Date selected by the Holder, in its sole discretion, in which
case, the Deferral Amount shall be added to, and become part of, such subsequent Installment Amount and such Deferral Amount
shall continue to accrue Interest hereunder. Any notice delivered by the Holder pursuant to this Section 8(d) shall set forth
(i) the Deferral Amount and (ii) the date that such Deferral Amount shall now be payable.


 


(e) Acceleration
of Installment Amounts. Acceleration of Installment Amounts. Notwithstanding anything herein to the contrary,
during the period commencing on an Installment Date (a “Current Installment Date”) and ending on the
Trading Day immediately prior to the next Installment Date (each, an “Installment Period”), if the
Installment Conversion Price for such Current Installment Date is greater than or equal to $1.50 (as adjusted for share
splits, share dividends, recapitalizations and similar events) at the option of the Holder, at one or more times, the Holder
may convert other Installment Amounts (each, an “Acceleration”, and each such amount, an
“Acceleration Amount”), in whole or in part, at the Installment Conversion Price of such Current
Installment Date in accordance with the conversion procedures set forth in Section 3 hereunder, mutatis mutandis.
Notwithstanding the foregoing, with respect to any given Installment Period, the Holder may not elect to effect any
Acceleration (a “Current Acceleration”) during such Installment Period if the sum of (x) the Acceleration
Amounts with respect to Accelerations previously consummated by the Holder during the applicable Installment Period and (y)
the Acceleration Amount of such Current Acceleration, collectively, exceeds four (4) times the Installment Amount with
respect to such Current Installment Date.


 






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9.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the
rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the
other Transaction Documents, the Company (a) shall not increase the par value of any Ordinary Shares receivable upon conversion
of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Ordinary Shares upon the conversion of this
Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date,
the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section
3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining
such consents or approvals as necessary to permit such conversion into Ordinary Shares.


 


10.
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number
of Ordinary Shares as shall from time to time be necessary to effect the conversion, including without limitation, Installment
Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding (without regard to any limitations
on conversions and assuming such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect
(the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase
in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal
amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the
“Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s
Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary
Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes,
pro rata based on the principal amount of the Notes then held by such holders.


 


(b)
Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any
of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved Ordinary Shares to
satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Ordinary Shares equal to the
Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action
necessary to increase the Company’s authorized Ordinary Shares to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as
practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase
in the number of authorized Ordinary Shares. In connection with such meeting, the Company shall provide each shareholder with
a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized Ordinary
Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal. In the event that
the Company is prohibited from issuing Ordinary Shares pursuant to the terms of this Note due to the failure by the Company to
have sufficient Ordinary Shares available out of the authorized but unissued Ordinary Shares (such unavailable number of Ordinary
Shares, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder,
the Company shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible into such Authorized
Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest
Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date the Holder delivers the
applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance
and payment under this Section 10(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise)
Ordinary Shares to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 10(a) or this
Section 10(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






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11.
REDEMPTIONS.


 


(a)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five
(5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice (each, an “Event
of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section
5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash concurrently with the
consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within
five (5) Business Days after the Company’s receipt of such notice otherwise (each, a “Change of Control Redemption
Date”). The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable
Installment Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder
is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing
to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder
under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s
payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount
of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section
18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable
Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid
Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to
the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which
the applicable Redemption Price (together with any Late Charges thereon) has not been paid. [INSERT IN SERIES B NOTES ONLY: Notwithstanding
the foregoing, if any Restricted Principal is included in such Conversion Amount subject to redemption pursuant to the applicable
Redemption Notice (such amount of Restricted Principal, the “Eligible Redemption Restricted Principal Amount”)
and the Holder elects to effect Redemption Netting pursuant to the terms of the Investor Note, such Redemption Price shall be
reduced, on a dollar-for-dollar basis, by such portion of the Eligible Redemption Restricted Principal Amount subject to redemption
pursuant to the applicable Redemption Notice and such Eligible Redemption Restricted Principal Amount shall be automatically satisfied
on the applicable Redemption Date by either Redemption Netting (if such redemption is pursuant to Section 5(b), Event of Default
Netting (if such redemption is pursuant to Section 3(e) without regard to the occurrence of any Bankruptcy Event of Default) or
Bankruptcy Event of Default Netting (if such redemption is pursuant to Section 3(e) as a result of the occurrence of a Bankruptcy
Event of Default)).] Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void
with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance
with Section 18(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may
be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and
as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for
redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with
respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date
on which the applicable Redemption Notice is voided, (B) 75% of the lowest Closing Bid Price of the Ordinary Shares during the
period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on
and including the date on which the applicable Redemption Notice is voided and (C) 75% of the quotient of (I) the sum of the five
(5) lowest VWAPs of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the applicable
Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted
for any share dividend, share split, share combination or other similar transaction during such period). The Holder’s delivery
of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s
obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion
Amount subject to such notice.


 






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(b)
Redemption by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for
redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in
Section 4 or Section 5(b) (each, an “Other Redemption Notice”), the Company shall immediately, but no later
than one (1) Business Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice.
If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is two (2) Business Days prior to the Company’s receipt of the Holder’s
applicable Redemption Notice and ending on and including the date which is two (2) Business Days after the Company’s receipt
of the Holder’s applicable Redemption Notice and the Company is unable to redeem all principal, interest and other amounts
designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then
the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the principal amount
of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company
during such seven (7) Business Day period.


 


12.
VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including,
without limitation, the BVI Business Companies Act 2004) and as expressly provided in this Note.


 


13.
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a)
Rank. All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to
all other Indebtedness of the Company and its Subsidiaries.


 


(b)
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this
Note and the Other Notes and (ii) other Permitted Indebtedness).


 


(c)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or
assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”)
other than Permitted Liens.


 


(d)
Restricted Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or
in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on,
such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event
constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being
cured would constitute an Event of Default has occurred and is continuing.


 






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(e)
Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries
to not, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its share capital.


 


(f)   
Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any
assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related
transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets
or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales
of inventory and product in the ordinary course of business.


 


(g)
Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity
Date.


 


(h)
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly
contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially
related or incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, modify its or their corporate structure or purpose.


 


(i) Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly
qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or
in which the transaction of its business makes such qualification necessary.


 


(j) Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and
condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with
the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss
or forfeiture thereof or thereunder.


 


(k)
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary
or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company
and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.


 






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(l) Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and
reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard,
rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by
it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction
with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses
similarly situated.


 


(m) Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a
party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease,
transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate,
except transactions in the ordinary course of business in a manner and to an extent consistent with past practice and
necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it
or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an
affiliate thereof.


 


(n)
Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of
a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the
Securities Purchase Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default under the
Notes or the Warrants.


 


(a)
Financial Test; Announcement of Operating Results.


 


(i) Financial
Tests


 


(1)
Available Cash Test. At any time any Notes remain outstanding, the Company’s Available Cash as of each Fiscal Quarter
shall equal or exceed, as applicable: (x) if prior to the Mandatory Prepayment Event (as defined in the Investor Note), $1,000,000
or (y) from and after the Mandatory Prepayment Event, $2,000,000 (the “Available Cash Test”).


 


(2)
Minimum Cash Flow Test. At any time any Notes remain outstanding, the Company’s Free Cash Flow shall not be less
than $500,000 (the “Free Cash Flow Test”, and together with the Available Cash Test, the “Financial
Tests”).


 






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(ii)
Operating Results Announcement. Commencing with the Fiscal Quarter ending June 30, 2019,
the Company shall publicly disclose and disseminate (such date, the “Announcement Date”), if any Financial
Tests have not been satisfied for such Fiscal Quarter or Fiscal Year, as applicable, a statement to that effect no later than
(x) the forty-fifth (45th) day after the end of such Fiscal Quarters ending June 30 and December 31, as applicable
or (y) the ninetieth (90th) day after the end of the six-month period ending September 30 and such Fiscal Year, as
applicable, and such announcement, in each case, shall include a statement to the effect that the Company is (or is not, as applicable)
in breach of any Financial Test for such Fiscal Quarter or Fiscal Year, as applicable. On the Announcement Date, the Company shall
also provide to the Holders a certification, executed on behalf of the Company by the Chief Financial Officer of the Company,
certifying that the Company satisfied the Financial Tests for such Fiscal Quarter if that is the case. If the Company has failed
to meet any Financial Test for such Fiscal Quarter (a “Financial Covenant Failure”), the foregoing written
certification that the Company provides to the Holders shall also state a Financial Test has not been met (a “Financial
Covenant Failure Notice”). Concurrently with the delivery of each Financial Covenant Failure Notice to the Holders,
the Company shall also make publicly available (as part of an Annual Report on Form 20-F or on a Report of Foreign Issuer on Form
6-K, or otherwise) the Financial Covenant Failure Notice and the fact that an Event of Default has occurred under the Notes.


 


(b)
Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and
is continuing, (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event
of Default or (z) at any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company
shall hire an independent, reputable investment bank selected by the Company and approved by the Holder to investigate as to whether
any breach of this Note has occurred (the “Independent Investigator”). If the Independent Investigator determines
that such breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company
shall deliver written notice to each holder of a Note of such breach. In connection with such investigation, the Independent Investigator
may, during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties
of the Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain
them, the records of its legal advisors and accountants (including the accountants’ work papers) and any books of account,
records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client
or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent
Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating
data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably
request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with,
and to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent
public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent
Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice,
and as often as may be reasonably requested.


 






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14.
[[INSERT IN SERIES A NOTE ONLY: [INTENTIONALLY OMITTED]][INSERT IN SERIES B NOTES ONLY: SECURITY. This Note is secured
to the extent and in the manner set forth in Section 1(f) of this Note.]][SECURITY. This Note and the Other Notes are secured
to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Documents).]


 


15.
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any
dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of Ordinary Shares, by way
of return of capital or otherwise (including without limitation, any distribution of cash, shares or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the
number of Ordinary Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions
on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion Price
as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such
record is taken, the date as of which the record holders of Ordinary Shares are to be determined for such Distributions (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result
of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be
held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held
similarly in abeyance) to the same extent as if there had been no such limitation).


 


16.
AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto,
the prior written consent of the Required Holders shall be required for any amendment, modification or waiver to this Note. Any
amendment, modification or waiver so approved shall be binding upon all existing and future holders of this Note and any Other
Notes; provided, however, that no such change, waiver or, as applied to any of the Notes held by any particular holder of Notes,
shall, without the written consent of that particular holder, (i) reduce the amount of Principal, reduce the amount of accrued
and unpaid Interest, or extend the Maturity Date, of the Notes, (ii) disproportionally and adversely affect any rights under the
Notes of any holder of Notes; or (iii) modify any of the provisions of, or impair the right of any holder of Notes under, this
Section 16.


 


17.
TRANSFER. This Note and any Ordinary Shares issued upon conversion of this Note may be offered, sold, assigned or transferred
by the Holder without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase Agreement.


 






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18.
REISSUANCE OF THIS NOTE.


 


(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 18(d)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 18(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by
this Note may be less than the Principal stated on the face of this Note.


 


(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note,
the Company shall execute and deliver to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding
Principal.


 


(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Note or Notes (in accordance with Section 18(d) and in principal amounts of at least
$1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion
of such outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new
Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal
remaining outstanding (or in the case of a new Note being issued pursuant to Section 18(a) or Section 18(c), the Principal designated
by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does
not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have
an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have
the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Make-Whole Amount and Late
Charges on the Principal, Interest and Make-Whole Amount of this Note, from the Issuance Date.


 






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19.
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law
or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. No failure
on the part of the Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at
law or equity or under this Note or any of the documents shall not be deemed to be an election of Holder’s rights or remedies
under such documents or at law or equity. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent
injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving
actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions
of this Note (including, without limitation, compliance with Section 7).


 


20.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership
of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the
Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The
Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that
the purchase price paid for this Note was less than the original Principal amount hereof.


 


21.
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall
not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and
shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun
herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like
import refer to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise,
all section references are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in
the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other Transaction
Documents unless otherwise consented to in writing by the Holder.


 






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22.
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in
this Section 22 shall permit any waiver of any provision of Section 3(d).


 


23.
DISPUTE RESOLUTION.


 


(a)
Submission to Dispute Resolution.


 


(i)
In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion
Price, an Event Market Price, an Alternate Conversion Price, a Black Scholes Consideration Value, a VWAP or a fair market
value or the arithmetic calculation of a Conversion Rate, the Restricted Principal, or the applicable Redemption Price (as
the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the
Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A)
if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B)
if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the
Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such
Conversion Price, such Installment Conversion Price, such Event Market Price, such Alternate Conversion Price, such Black
Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate, the
Restricted Principal or such applicable Redemption Price (as the case may be), at any time after the second (2nd)
Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company
or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank
to resolve such dispute.


 


(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 23 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of
the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required
Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


 






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(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the
Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission
Deadline. The fees and expenses of such investment bank shall be borne solely by the Company, and such investment
bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate
between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil
Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration
pursuant to CPLR § 7503(a) in order to compel compliance with this Section 23, (ii) a dispute relating to a Conversion Price
includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Ordinary Shares occurred
under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of Ordinary Shares occurred, (C) whether
any issuance or sale or deemed issuance or sale of Ordinary Shares was an issuance or sale or deemed issuance or sale of Excluded
Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E)
whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve
as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled
(and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are
required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such
investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction
Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described
in this Section 23 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the
procedures set forth in this Section 23 and (v) nothing in this Section 23 shall limit the Holder from obtaining any injunctive
relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 23).


 


24.
NOTICES; CURRENCY; PAYMENTS.


 


(a)
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason
therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Ordinary Shares, (B) with respect to any grant, issuances, or sales of any Options, Convertible
Securities or rights to purchase shares, warrants, securities or other property to holders of Ordinary Shares or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 






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(b)
Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall
be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S.
Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed
that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date
of such period of time).


 


(c)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise
expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn
on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to
the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer
of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s
wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a
Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other
amounts due under the Transaction Documents which is not paid when due [(except to the extent such amount is simultaneously accruing
Interest at the Default Rate hereunder)] shall result in a late charge being incurred and payable by the Company in an amount
equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the same
is paid in full (“Late Charge”).


 


25.
CANCELLATION. After all Principal, accrued Interest and Make-Whole Amount, Late Charges and other amounts at any time owed
on this Note have been satisfied in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company
for cancellation and shall not be reissued.


 


26.
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest
and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note
and the Securities Purchase Agreement.


 






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27.
GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required
by Section 23 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Company hereby appoints
Joan Wu, Esq. of Hunter Taubman Fischer & Li LLC, as its agent for service of process in New York. Nothing contained herein
(i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any
other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed
or construed to limit, any provision of Section 23. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR
ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws of the State of New York as the governing law of this Note is
a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction
in the British Virgin Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are
revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted
under the laws of the British Virgin Islands. The choice of laws of the State of New York as the governing law of this Note will
be honored by competent courts in the People’s Republic of China, subject to compliance with relevant People’s Republic
of China civil procedural requirements. The Company or any of their respective properties, assets or revenues does not have any
right of immunity under British Virgin Islands, the People’s Republic of China or New York law, from any legal action, suit
or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from
the jurisdiction of any British Virgin Islands and the People’s Republic of China, New York or United States federal court,
from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution
of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any
such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this
Note; and, to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become entitled
to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives such
right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Note and the other
Transaction Documents.


 






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28.
JUDGMENT CURRENCY.


 


(a)
If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 28 referred to as the “Judgment
Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:


 


(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date: or


 


(ii)
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date
as of which such conversion is made pursuant to this Section 28(a)(ii) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(b)
If in the case of any proceeding in the court of any jurisdiction referred to in Section 28(a)(ii) above, there is a change in
the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 


(c)
Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of this Note.


 


29.
SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 






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30.
MAXIMUM PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be
deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such
law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded
to the Company.


 


31.
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a)
“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(b)
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(c)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of Ordinary Shares (other than rights
of the type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the Company
in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment
or other similar rights).


 


(d)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the shares having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(e)
“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the
lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion,
(ii) 80% of the VWAP of the Ordinary Shares as of the Trading Day immediately preceding the delivery or deemed delivery of the
applicable Conversion Notice, (iii) 80% of the VWAP of the Ordinary Shares as of the Trading Day of the delivery or deemed delivery
of the applicable Conversion Notice and (iv) 80% of the price computed as the quotient of (I) the sum of the VWAP of the Ordinary
Shares for each of the three (3) Trading Days with the lowest VWAP of the Ordinary Shares during the fifteen (15) consecutive
Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable
Conversion Notice, divided by (II) three (3) (such period, the “Alternate Conversion Measuring Period”). All
such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar
transaction that proportionately decreases or increases the Ordinary Shares during such Alternate Conversion Measuring Period.


 






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(f)   
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of
the Company prior to or subsequent to the Subscription Date pursuant to which Ordinary Shares and standard options to purchase
Ordinary Shares may be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 


(g)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary
Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of
the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties
to the Maximum Percentage.


 


(h)
“Available Cash” means, with respect to any date of determination, an amount equal to the aggregate amount
of the Cash of the Company and its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable
for unrestricted use by the Company or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts
of financial banking institutions in the United States of America.


 


(i)
“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the
Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the public announcement of the execution
of definitive documents with respect to the issuance of such Option, Convertible Security or Adjustment Right (as the case
may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option,
Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such
Option, Convertible Security or Adjustment Right (as the case may be).


 


(j)
“Bloomberg” means Bloomberg, L.P.


 


(k)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 


(l)
“Cash” of the Company and its Subsidiaries on any date shall be determined from such Persons’ books
maintained in accordance with GAAP, and means, without duplication, the cash, cash equivalents and Eligible Marketable
Securities accrued by the Company and its wholly owned Subsidiaries on a consolidated basis on such date.


 






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(m)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of
its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization,
recapitalization or reclassification of the Ordinary Shares in which holders of the Company’s voting power immediately
prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or
reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders
of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the
board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization,
recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the
jurisdiction of incorporation of the Company or any of its Subsidiaries.


 


(n)
“Change of Control Redemption Premium” means 115%.


 


(o)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m.,
New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market
for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall be
appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions
during such period.


 


(p)
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date
the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement.


 






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(q)
“Ordinary Shares” means (i) the Company’s shares of ordinary shares, $0.001 par value per share, and
(ii) any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification
of such ordinary shares.


 


(r)
“Consolidated Capital Expenditures” means, for any period, any cash payments to any Person by the Company
or any of its Subsidiaries, in the aggregate, for property, plant and equipment during such period, reported in accordance
with GAAP.


 


(s)
“Consolidated Lease Expense” means, for any period, any lease payments to any Person by the Company or
any of its Subsidiaries, in the aggregate, related to any capital leases and equipment leases made in such period (other than
such payments included in Consolidated Capital Expenditures), recorded in accordance with GAAP.


 


(t)
“Consolidated Net Operating Cash” means, for any period, the net Cash provided by (used in) the business
of the Company and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.


 


(u)
“Convertible Securities” means any shares or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any Ordinary Shares.


 


(v)
“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly,
(i) owns any of the outstanding share capital or holds any equity or similar interest of such Person or (ii) controls or operates
all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current
Subsidiaries”.


 


(w)
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market,
the Nasdaq Global Market or the Principal Market.


 


(x)
“Eligible Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated
balance sheet of the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under
the Company’s investment policies as in effect on the Issuance Date or approved thereafter by the Company’s Board
of Directors.


 






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(y)
“Equity Conditions” means, with respect to a given date of determination: (i) on each day during the period
beginning thirty calendar days prior to such applicable date of determination and ending on and including such applicable date
of determination (the “Equity Conditions Measuring Period”), either (x) one or more Registration Statements filed
pursuant to the Registration Rights Agreement shall be effective and the prospectus contained therein shall be available on such
applicable date of determination (with, for the avoidance of doubt, any Ordinary Shares previously sold pursuant to such prospectus
deemed unavailable) for the resale of all Ordinary Shares to be issued in connection with the event requiring this determination
(or issuable upon conversion of the Conversion Amount being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of Restricted Principal
subject to an Investor Prepayment, as applicable,] in the event requiring this determination at the Alternate Conversion Price
then in effect (without regard to any limitations on conversion set forth herein)) (each, a “Required Minimum Securities
Amount”), in each case, in accordance with the terms of the Registration Rights Agreement and there shall not have been
during such period any Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall
be eligible for sale pursuant to Rule 144 (as defined in the Securities Purchase Agreement) without the need for registration
under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other
issuance of securities with respect to the Notes and exercise of the Warrants) and no Current Information Failure (as defined
in the Registration Rights Agreement) exists or is continuing; (ii) on each day during Equity Conditions Measuring Period, the
Ordinary Shares (including all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market
and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and
occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension
by an Eligible Market have been threatened (with a highly possible prospect of delisting occurring after giving effect to all
applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by delisting
decision by the hearing panel of such Eligible Market; (iii) during the Equity Conditions Measuring Period, the Company shall
have delivered all Ordinary Shares issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and
all other shares required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv)
any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion
Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d) hereof;
(v) any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the
Conversion Amount being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of Restricted Principal subject to an Investor Prepayment,
as applicable] in the event requiring this determination at the Conversion Price then in effect (without regard to any limitations
on conversion set forth herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which
the Ordinary Shares is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions
Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which
has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably
be expected to cause (1) any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not
be effective or the prospectus contained therein to not be available for the resale of the applicable Required Minimum Securities
Amount of Registrable Securities in accordance with the terms of the Registration Rights Agreement or (2) any Registrable Securities
to not be eligible for sale pursuant to Rule 144 without the need for registration under any applicable federal or state securities
laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes
and exercise of the Warrants) and no Current Information Failure exists or is continuing; (viii) the Holder shall not be in (and
no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company,
any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives or agents; (ix) on each day
during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have
breached any representation or warranty in any material respect (other than representations or warranties subject to material
adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction
Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction
Document; (x) on each Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Volume Failure
or Price Failure as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share
Failure shall exist or be continuing and the applicable Required Minimum Securities Amount of Ordinary Shares are available under
the certificate of incorporation of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all Ordinary
Shares to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount
being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of Restricted Principal subject to an Investor Prepayment, as applicable,]
in the event requiring this determination at the Conversion Price then in effect (without regard to any limitations on conversion
set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during the Equity
Conditions Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event that with
the passage of time or giving of notice would constitute an Event of Default; (xiii) no bone fide dispute shall exist, by and
among any of any holder of Notes or Warrants, the Company, the Principal Market (or such applicable Eligible Market in which the
Ordinary Shares of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or
any other Transaction Document and (xiv) the Ordinary Shares issuable pursuant the event requiring the satisfaction of the Equity
Conditions (or issuable upon conversion of the Conversion Amount being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of Restricted
Principal subject to an Investor Prepayment, as applicable,] in the event requiring this determination at the Conversion Price
then in effect (without regard to any limitations on conversion set forth herein)) are duly authorized and listed and eligible
for trading without restriction on an Eligible Market.


 






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(z)
“Equity Conditions Failure” means, as applicable, that with respect to any date of determination, any day during
the period commencing five (5) Trading Days prior to such date of determination, the Equity Conditions have not been satisfied
(or waived in writing by the Holder).


 


(aa)
“Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by
dividing (x) the sum of the VWAP of the Ordinary Shares for each of the five (5) Trading Days with the lowest VWAP of the
Ordinary Shares during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately
preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5).


 






    - 46 -


     


    

 


(bb)
“Excluded Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to
directors, officers employees, or advisors of the Company for services rendered to the Company in their capacity as such
pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the Ordinary
Shares issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the
aggregate, exceed more than 10% of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date and
(B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares
issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner
that adversely affects any of the Buyers; (ii) Ordinary Shares issued upon the conversion or exercise of Convertible
Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are
covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such
Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan
that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to
purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to
increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible
Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are
covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii)
the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the
terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution
adjustments pursuant to the terms thereof in effect as of the Subscription Date), (iv) the Ordinary Shares issuable upon
exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the
Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date)
and (v) any shares of Common Stock issued or issuable in connection with any bona fide strategic or commercial alliances,
acquisitions, mergers, licensing arrangements, and strategic partnerships, provided, that (x) the primary purpose of such
issuance is not to raise capital as reasonably determined, and (y) the purchaser or acquirer or recipient of the securities
in such issuance solely consists of either (A) the actual participants in such strategic or commercial alliance, strategic or
commercial licensing arrangement or strategic or commercial partnership, (B) the actual owners of such assets or securities
acquired in such acquisition or merger or (C) the stockholders, partners, employees, consultants, officers, directors or
members of the foregoing Persons, in each case, which is, itself or through its subsidiaries, an operating company or an
owner of an asset, in a business synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, and (z) the number or amount of securities issued to such Persons by the
Company shall not be disproportionate to each such Person’s actual participation in (or fair market value of the
contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of such assets or
securities to be acquired by the Company, as applicable.


 






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(cc)
“Fiscal Quarter” means each of the fiscal quarters adopted by the Company for financial reporting
purposes that correspond to the Company’s fiscal year as of the date hereof that ends on March 31.


 


(dd)
“Fiscal Year” means the fiscal year adopted by the Company for financial reporting purposes as of the
date hereof that ends on March 31.


 


(ee)
“Free Cash Flow” means, with respect to any given Fiscal Quarter, the difference of (i) Consolidated Net
Operating Cash, less (ii) the sum of (x) Consolidated Capital Expenditures, and (y) Consolidated Lease Expense, in each case,
measured as of the last day in such Fiscal Quarter. Free Cash Flow shall be adjusted to the extent that any portion of (x) or
(y) is already captured in Consolidated Net Operating Cash. Payments, to the extent captured in (x) or (y) that would
otherwise be partially or fully deducted in deriving Consolidated Net Operating Cash, shall be added back to derive Free Cash
Flow, and receipts, to the extent captured in (x) or (y) that would otherwise be partially or fully included in deriving
Consolidated Net Operating Cash, shall be deducted to derive Free Cash Flow. In addition, Consolidated Capital Expenditures
shall be exclusive of any payments or receipts derived from (y). Notwithstanding anything to the contrary in this Note, it is
the intent of the Company and the Holder that no amounts will be double counted in the calculation of Free Cash Flow, such
that any amounts already captured in any clause (or definition of any defined term in any clause) of the foregoing definition
of Free Cash Flow above shall not be counted more than once in such clause (including in any definition of any defined term
in such clause) or counted in any other clause of Free Cash Flow (including in any other definition of any defined term
referenced therein).


 


(ff)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender
or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the
outstanding Ordinary Shares calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated
with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number
of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to,
such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act)
of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject
Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding
Ordinary Shares, (y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Subject
Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other
business combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively
the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (v)
reorganize, recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject
Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding
Ordinary Shares, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement,
reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the
aggregate ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Ordinary Shares not held by all such Subject Entities as of the date of this
Note calculated as if any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate
ordinary voting power represented by issued and outstanding Ordinary Shares or other equity securities of the Company sufficient
to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the
Company to surrender their Ordinary Shares without approval of the shareholders of the Company or (C) directly or indirectly,
including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering
into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition
in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.


 






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(gg)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(hh)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


(ii)
“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this
Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the
initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.


 


(jj)
“Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase
Agreement.


 






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(kk)
“Installment Amount” means the sum of (A) (i) with respect to any Installment Date other than the
Maturity Date, the lesser of (x) the quotient of (I) the Principal amount outstanding under this Note as of the initial
Installment Date, divided by (II) the number of Installment Dates occurring hereunder (as determined as of the initial
Installment Date assuming no Deferrals, Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and
(y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to the
Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date
(in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion,
redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in
accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment
Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid
Interest and Make-Whole Amount with respect thereto as of such Installment Date under this Note, if any, and accrued and
unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or otherwise
transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment Amount
hereunder.


 


(ll)
“Installment Conversion Price” means, with respect to a particular date of determination, the lowest of (i)
the Conversion Price then in effect, (ii) 88.5% of the VWAP of the Ordinary Shares as of the Trading Day immediately preceding
the applicable Installment Date and (iii) 88.5% of the quotient of (A) the sum of the VWAP of the Ordinary Shares for each of
the three (3) Trading Days (or, with respect to any Alternate Installment Measuring Period Election (as defined below), if less,
the number of Trading Days in the applicable Alternate Installment Measuring Period (as defined below)) with the lowest VWAP of
the Ordinary Shares during the applicable Installment Measuring Period, divided by (B) three (3) (or, with respect to any Alternate
Installment Measuring Period Election, if less, the number of Trading Days in the applicable Alternate Installment Measuring Period).
All such determinations to be appropriately adjusted for any share split, share dividend, share combination or other similar transaction
during any such measuring period.


 


(mm)
“Installment Date” means (i) June 28, 2019, (ii) each three week anniversary of the previous Installment Date
(assuming, solely for the purpose of this definition, that such previous Installment Date occurred immediately following a Standard
Installment Measuring Period and without regard to any Alternate Installment Measuring Period Election for such previous Installment
Date) for any Standard Installment Measuring Period (or, if applicable, the Trading Day immediately following the last Trading
Day in such applicable Alternate Installment Measuring Period) until the Maturity Date (each, an “Interim Installment
Date”), and (iii) the Maturity Date.


 


(nn)
“Installment Measuring Period” means, with respect to any given Installment Date, the ten (10) Trading
Day period (the “Standard Installment Measuring Period”) ending, and including, the Trading Day
immediately prior to such Installment Date; provided, that with respect to any given Interim Installment Date, if the Holder
delivers a written notice to the Company on or after the initial Trading Day in such Standard Installment Measuring Period
electing to shorten such Standard Installment Measuring Period to one or more Trading Days (each, an “Alternate
Installment Measuring Period Election”), such Standard Installment Measuring Period shall be shortened to such
lesser period (not less than one (1) Trading Day) as set forth in such written notice (each, a “Alternate
Installment Measuring Period”).


 






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(oo)
“Interest Date” means, with respect to any given calendar month, (x) if prior to the initial Installment
Date or after the Maturity Date, the first Trading Day of such calendar month or (y) if on or after the initial Installment
Date, but on or prior to the Maturity Date, such Installment Date, if any, in such calendar month.


 


(pp)
“Interest Rate” means eight percent (8%) per annum, as may be adjusted from time to time in accordance
with Section 1(a).


 


(qq)
[INSERT IN SERIES A NOTE ONLY: [INTENTIONALLY OMITTED]] [INSERT IN SERIES B NOTES ONLY: “Investor Note”
means that certain promissory note of the Holder issued to the Company at the Closing Date, pursuant to the Securities
Purchase Agreement, with an aggregate principal amount outstanding equal to the Restricted Principal outstanding hereunder
and secured by a cash amount set forth in a bank account of the Holder (or its affiliates) at least equal to the Restricted
Principal outstanding hereunder.]


 


(rr)
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED]] [INSERT IN SERIES B NOTE ONLY: “Investor Notes” means those
certain promissory notes of the holders of Series B Notes (including the Investor Note) issued to the Company at the Closing Date,
pursuant to the Securities Purchase Agreement.]


 


(ss)
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED]] [INSERT IN SERIES B NOTE ONLY: “Investor Prepayment”
means any Prepayment (as defined in the Investor Note) of the Investor Note.]


 


(tt)
“Make-Whole Amount” means, as to any Outstanding Amount on any Conversion Date, and as to any redemption hereunder,
the amount of any Interest that, but for such conversion or redemption hereunder, would have accrued with respect to the Outstanding
Amount being converted or redeemed under this Note at the Interest Rate for the period from the applicable Conversion Date or
redemption date, as the case may be, through the Maturity Date. The Company hereby acknowledges and agrees that the Make-Whole
Amount is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity as a result of a conversion or redemption of this Note prior to the Maturity Date and not as a penalty. Notwithstanding
anything herein to the contrary, no Make-Whole Amount shall be payable hereunder with respect to any portion of Restricted Principal
hereunder after the cancellation thereof pursuant to Netting under this Note, the Investor Note and/or the Master Netting Agreement,
as applicable.


 


(uu)
“Maturity Date” shall mean October 2, 2020; provided, however, the Maturity Date may be extended at the
option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or
any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an
Event of Default or (ii) through the date that is twenty (20) Business Days after the consummation of a Fundamental
Transaction in the event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered
prior to the Maturity Date, provided further that if a Holder elects to convert some or all of this Note pursuant to Section
3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall
automatically be extended until such time as such provision shall not limit the conversion of this Note.


 






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(vv)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the
Subscription Date, directly or indirectly, (i) owns or acquires any of the outstanding share capital or holds any equity or
similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of
such Person, and all of the foregoing, collectively, “New Subsidiaries”.


 


(ww)
“Options” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or
Convertible Securities.


 


(xx)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one
such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of
consummation of the Fundamental Transaction.


 


(yy)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii)
Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date and
(iii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of
Permitted Liens.


 


(zz)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith
by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien
arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent,
(iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar
liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are
being contested in good faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the
Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness incurred solely for the
purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its
acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds
of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $100,000, (v) Liens
incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described
in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by
the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in
connection with the importation of goods, and (vii) Liens arising from judgments, decrees or attachments in circumstances not
constituting an Event of Default under Section 4(a)(xii).


 






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(aaa)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(bbb)
“Price Failure” means, with respect to a particular date of determination, the VWAP of the Ordinary Shares
on any Trading Day during any Trading Day during the thirty (30) Trading Day period ending on the Trading Day immediately preceding
such date of determination fails to exceed $2.14 (as adjusted for any share splits, share dividends, share combinations, recapitalizations
or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for
any share splits, share dividends, share combinations, recapitalizations or other similar transactions during any such measuring
period.


 


(ccc)
“Principal Market” means the Nasdaq Capital Market.


 


(ddd)
“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Installment
Notices with respect to any Installment Redemption and the Change of Control Redemption Notices, and each of the foregoing,
individually, a “Redemption Notice.”


 


(eee)
“Redemption Date” means, as applicable, the Event of Default Redemption Date and the Change of Control
Redemption Date.


 


(fff)
“Redemption Premium” means 115%.


 


(ggg)
“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control
Redemption Prices, and the Installment Redemption Prices, and each of the foregoing, individually, a “Redemption
Price.”


 


(hhh)
“Registration Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date,
by and among the Company and the initial holders of the Notes relating to, among other things, the registration of the resale
of the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the
Warrants, as may be amended from time to time.


 



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(iii)
[INSERT IN SERIES A NOTE ONLY: [INTENTIONALLY OMITTED]][INSERT IN SERIES B NOTE ONLY: “Restricted
Principal” means, initially $[       ], subject to reduction as provided herein, including, without limitation, pursuant
to Investor Prepayments, Maturity Netting or Investor Netting Rights.]


 


(jjj)
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(kkk)
“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the
Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the
Notes, as may be amended from time to time.


 


(lll)
“Series A Notes” shall have the meaning as set forth in the Securities Purchase Agreement.


 


(mmm)
“Series B Notes” shall have the meaning set forth as set forth in the Securities Purchase
Agreement.


 


(nnn)
“Subscription Date” means April 16, 2019.


 


(ooo)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New
Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”


 


(ppp)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(qqq)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity)
with which such Fundamental Transaction shall have been entered into.


 


(rrr)
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations
relating to the Ordinary Shares, any day on which the Ordinary Shares is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities
market on which the Ordinary Shares is then traded, provided that “Trading Day” shall not include any day on
which the Ordinary Shares is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the
Ordinary Shares is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or
market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at
4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with
respect to all determinations other than price determinations relating to the Ordinary Shares, any day on which The New York
Stock Exchange (or any successor thereto) is open for trading of securities.


 






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(sss)
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED]][INSERT IN SERIES B NOTE ONLY: “Unrestricted Principal” means
any Principal outstanding under this Note that is not Restricted Principal outstanding under this Note.]


 


(ttt)
“Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar
trading volume (as reported on Bloomberg) of the Ordinary Shares on the Principal Market on any Trading Days during the
thirty (30) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the
“Volume Failure Measuring Period”), is less than $1,500,000 (as adjusted for any share splits, share
dividends, share combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All
such determinations to be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations
or other similar transactions during such Volume Failure Measuring Period.


 


(uuu)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the
principal securities exchange or securities market on which such security is then traded), during the period beginning at
9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP”
function (set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period
beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on
such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of
such security, then such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations
shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar
transaction during such period.


 


(vvv)
“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include
all warrants issued in exchange therefor or replacement thereof.


 






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32.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the
Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day of such receipt or prior to
(or simultaneous with) such delivery, as applicable, publicly disclose such material, non-public information on a Report of Foreign
Private Issuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information
relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery
of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to
such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries. If the Company
or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Report
of Foreign Private Issuer on Form 6-K and the Holder has not agreed to receive such material non-public information, the Company
hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing
not to trade on the basis of, such material non-public information. . Nothing contained in this Section 32 shall limit any obligations
of the Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement.


 


[signature
page follows]


 






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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


 


	 	CHINA SXT PHARMACEUTICALS, INC.



	 	 	 
	 	By:	                         
	 		Name:
	 		Title:


 


 


 


 


 


 


 


 


 


 


 


 


 


Senior Convertible
Note - Signature Page






     


     


    

 


EXHIBIT
I


 


CHINA
SXT PHARMACEUTICALS, INC.

CONVERSION NOTICE


 


Reference
is made to the [Series A][Series B] Senior [Secured] Convertible Note (the “Note”) issued to the undersigned
by China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands (the “Company”).
In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the
Note) of the Note indicated below into Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”),
of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the
Note.


 


	Date
    of Conversion:  	 



 


	Aggregate
    Principal to be converted:  	 
	 	 
	Aggregate
    accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and
    such Aggregate Interest to be converted:  	 
	 	 
	Aggregate
    Make-Whole Amount (if any):  	 
	 	 
	AGGREGATE
    CONVERSION AMOUNT  TO BE CONVERTED:  	 
	 	 
	Please
    confirm the following information:	 



 


	Conversion
    Price:  	 



 


	Number
    of Ordinary Shares to be issued (the “Shares”)::  	 
	 	 
	[Installment
Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:]  	 



 


	[INSERT
                                         IN SERIES B NOTES ONLY: ☐Check here if all or any portion of the aggregate
                                         Principal being converted includes any Restricted Principal. Please specify the amount
                                         Restricted Principal being converted:__________________]

                                                                                

                                                                                

                                                                                

                                                                                

	 
	☐      If
    this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use
    the following Alternate Conversion Price:____________
	 
	☐      If
    this Conversion Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use _________
    as the Installment Conversion Price (as applicable) related to the following Installment Date:_________
	 
	☐      If
    the Installment Conversion Price being used in this Conversion Notice was calculated pursuant to an Alternate Installment
    Measuring Period ending on, and including:__________________

	 
	Please
    issue the Ordinary Shares into which the Note is being converted to Holder, or for its benefit, as follows:



 


☐      Check here if requesting delivery as a certificate to the following name and to the following address:




 


	 	Issue
    to:                                                                                                                                                   
	 	  
                                                                                                                                                    
	 	  
                                                                                                                                                    



   


☐      Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


DTC
Participant:                                                                                                                                                     


 


DTC
Number:                                                                                                                                                     


 


Account
Number:                                                                                                                                                     





 


	Date:
    _____________ __, 	 
	 	 	 
	Name
    of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Tax
    ID:  
                                                  	 
	 	Facsimile:
                                                  	 
	E-mail
    Address:	 








     


     


    





 


Exhibit
II


 


ACKNOWLEDGMENT


 


The
Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of Ordinary Shares [are][are
not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery
to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby
directs _________________ to issue the above indicated number of Ordinary Shares in accordance with the Transfer Agent Instructions
dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	CHINA
    SXT PHARMACEUTICALS, INC.



	 	 	 
	 	By:	                         
	 		Name:
	 		Title: