SECURITIES PURCHASE AGREEMENT


This Securities Purchase
Agreement (this “Agreement”) is made and entered into as of [AGREEMENT DATE ], 2019 by and
between MU Global Holding Limited, a Nevada corporation (the “Company”) and the undersigned (the “Purchaser”).
The Purchaser, together with the Company shall be referred to as the “Parties”.


WHEREAS, the Company desires
to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company a promissory note described below under
Section 1 of this Agreement pursuant to an exemption from registration under Section 4(2), Regulation D, and/or Regulation S under
the Securities Act of 1933, as amended (the “1933 Act”) or other applicable exemptions on the terms and conditions
set forth in this Agreement.


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Securities
                                         Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser
                                         agrees to purchase from the Company a convertible promissory note in the form of Exhibit
                                         A (the “Note” or the “Securities”) in the principal
                                         amount of $[ PURCHASE PRICE] (the “Purchase Price”) pursuant to an
                                         exemption from registration provided by Section 4(2), Regulation D, and/or Regulation
                                         S promulgated under the 1933 Act or other applicable exemption.



		2.	Closing.  At
                                         the closing, the Company will deliver to the Purchaser the Note and the Purchase Price
                                         shall be paid by the Purchaser via wire transfer of immediately available funds to an
                                         account designated by the Company. The closing shall be held on such date as the parties
                                         may agree upon (the “Closing” and the “Closing Date”) at the
                                         offices of MU Global Holding Limited, 5F & 5F.-1, No.106, Chang An W. Rd., Datong
                                         Dist., Taipei City 10351, Taiwan, R.O.C. at 10:00 a.m., or at such other location
                                         or by such other means upon which the parties may agree; provided, that all of the conditions
                                         set forth in Section 2 hereof and applicable to the Closing shall have been fulfilled
                                         or waived in accordance herewith.



		3.	Subscription
                                         payment.  Payment for subscription for the Company by telegraphic transfer
                                         should be made to: 



		-	Account
                                         name: MU Global Holding Ltd.



		-	Account
                                         number: 382561101067201



		-	Beneficiary
                                         Bank Name: Bank of Communications Co., Ltd. Hong Kong Branch



		-	Beneficiary
                                         Bank Address: Wheelock House, 20 Pedder Street, Central, Hong Kong



		-	Beneficiary
                                         Bank Code:



		-	SWIFT
                                         Address: COMMHKHH



		4.	Representations,
                                         Warranties and Covenants of the Company. The Company represents and warrants to the
                                         Purchaser, as of the date hereof, as follows:



		a.	Organization
                                         and Standing. The Company is a duly organized corporation, validly existing and in
                                         good standing under the laws of the State of Nevada, has full power to carry on its business
                                         as and where such business is now being conducted and to own, lease and operate the properties
                                         and assets now owned or operated by it and is duly qualified to do business and is in
                                         good standing in each jurisdiction where the conduct of its business or the ownership
                                         of its properties requires such qualification.



		b.	Authorization
                                         and Power. The execution, delivery and performance of this Agreement and the consummation
                                         of the transaction contemplated hereby have been duly authorized by the Board of Directors
                                         of the Company. The Agreement has been (or upon delivery will be) duly executed by the
                                         Company is or, when delivered in accordance with the terms hereof, will constitute, assuming
                                         due authorization, execution and delivery by each of the parties thereto, the valid and
                                         binding obligation of the Company enforceable against the Company in accordance with
                                         its terms.



		c.	No
                                         Conflict.  The execution, delivery and performance of this Agreement and
                                         the consummation of the transactions contemplated hereby do not (i) violate or conflict
                                         with the Company’s Certificate of Incorporation, By-laws or other organizational
                                         documents, (ii) conflict with or result (with the lapse of time or giving of notice or
                                         both) in a material breach or default under any material agreement or instrument to which
                                         the Company is a party or by which the Company is otherwise bound, or (iii) violate any
                                         order, judgment, law, statute, rule or regulation applicable to the Company, except where
                                         such violation, conflict or breach would not have a Material Adverse Effect on the Company.  This
                                         Agreement when executed by the Company will be a legal, valid and binding obligation
                                         of the Company enforceable in accordance with its terms (except as may be limited by
                                         bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles
                                         relating to or limiting creditors’ rights generally).



		d.	Authorization.  Issuance
                                         of the Note to Purchasers has been duly authorized by all necessary corporate actions
                                         of the Company.



		e.	Litigation
                                         and Other Proceedings. There are no actions, suits, proceedings or investigations
                                         pending or, to the knowledge of the Company, threatened against the Company at law or
                                         in equity before or by any court or Federal, state, municipal or their governmental department,
                                         commission, board, bureau, agency or instrumentality, domestic or foreign which could
                                         materially adversely affect the Company. The Company is not subject to any continuing
                                         order, writ, injunction or decree of any court or agency against it which would have
                                         a material adverse effect on the Company.



		f.	Use
                                         of Proceeds.  The proceeds of this Offering and sale of the Note, net of
                                         payment of placement expenses, will be used by the Company for working capital and other
                                         general corporate purposes.



		g.	Consents/Approvals.  No
                                         consents, filings (other than Federal and state securities filings relating to the issuance
                                         of the Note pursuant to applicable exemptions from registration, which the Company hereby
                                         undertakes to make in a timely fashion), authorizations or other actions of any governmental
                                         authority are required to be obtained or made by the Company for the Company’s
                                         execution, delivery and performance of this Agreement which have not already been obtained
                                         or made or will be made in a timely manner following the Closing.



		h.	No
                                         Commissions.  The Company has not incurred any obligation for any finder’s,
                                         broker’s or agent’s fees or commissions in connection with the transaction
                                         contemplated hereby.



		i.	Disclosure. No
                                         representation or warranty by the Company in this Agreement, the Agreement, nor in any
                                         certificate, Schedule or Exhibit delivered or to be delivered pursuant to this Agreement
                                         or the Transaction Documents: contains or will contain any untrue statement of material
                                         fact or omits or will omit to state a material fact necessary to make the statements
                                         contained herein or therein not misleading.  To the knowledge of the Company
                                         and its subsidiaries at the time of the execution of this Agreement, there is no information
                                         concerning the Company and its subsidiaries or their respective businesses which has
                                         not heretofore been disclosed to the Purchasers that would have a Material Adverse Effect.



		j.	Compliance
                                         with Laws. The business of the Company and its subsidiaries has been and is
                                         presently being conducted so as to comply with all applicable material federal, state
                                         and local governmental laws, rules, regulations and ordinances.



		5.	Purchaser
                                         Representations, Warranties and Agreements. The Purchaser hereby acknowledges,
                                         represents and warrants as follows:



		a.	Organization;
                                         Authority.  Such Purchaser is an entity duly organized, validly existing
                                         and in good standing under the laws of the jurisdiction of its organization with the
                                         requisite corporate or partnership power and authority to enter into and to consummate
                                         the transactions contemplated by the applicable Documents and otherwise to carry out
                                         its obligations thereunder. The execution, delivery and performance by such Purchaser
                                         of the transactions contemplated by this Agreement has been duly authorized by all necessary
                                         corporate or, if such Purchaser is not a corporation, such partnership, limited liability
                                         company or other applicable like action, on the part of such Purchaser.  Each
                                         of this Agreement and other Documents has been duly executed by such Purchaser, and when
                                         delivered by such Purchaser in accordance with the terms hereof, will constitute the
                                         valid and legally binding obligation of such Purchaser, enforceable against it in accordance
                                         with its terms, except as such enforceability may be limited by applicable bankruptcy,
                                         insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
                                         generally the enforcement of, creditors’ rights and remedies or by other equitable
                                         principles of general application.



		b.	Investment
                                         Intent.  Such Purchaser is acquiring the Note as principal for its own
                                         account for investment purposes only and not with a view to or for distributing or reselling
                                         such Note or any part thereof, without prejudice, however, to such Purchaser’s
                                         right at all times to sell or otherwise dispose of all or any part of such Note in compliance
                                         with applicable federal and state securities laws.  Subject to the immediately
                                         preceding sentence, nothing contained herein shall be deemed a representation or warranty
                                         by such Purchaser to hold the Note for any period of time.  Such Purchaser
                                         is acquiring the Note hereunder in the ordinary course of its business. Such Purchaser
                                         does not have any agreement or understanding, directly or indirectly, with any Person
                                         to distribute any of the Securities.



		c.	Purchaser
                                         Status.



		i.	The
                                         Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined
                                         below) at the time the Purchaser was offered the Note and as of the date hereof:



		1.	Any
                                         natural person resident in the United States;



		2.	Any
                                         partnership or corporation organized or incorporated under the laws of the United States;



		3.	Any
                                         estate of which any executor or administrator is a U.S. person;



		4.	Any
                                         trust of which any trustee is a U.S. person;



		5.	Any
                                         agency or branch of a foreign entity located in the United States;



		6.	Any
                                         non-discretionary account or similar account (other than an estate or trust) held by
                                         a dealer or other fiduciary for the benefit or account of a U.S. person;



		7.	Any
                                         discretionary account or similar account (other than an estate or trust) held by a dealer
                                         or other fiduciary organized, incorporated, or (if an individual) resident of the United
                                         States; and



		8.	Any
                                         partnership or corporation if (i) organized or incorporated under the laws of any foreign
                                         jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing
                                         in securities not registered under the 1933 Act, unless it is organized or incorporated,
                                         and owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated
                                         under the 1933 Act) who are not natural persons, estates or trusts.



 


“United
States” or “U.S.” means the United States of America, its territories and possessions, any State
of the United States, and the District of Columbia.


 


		ii.	The
                                         Purchaser understands that no action has been or will be taken in any jurisdiction by
                                         the Company that would permit a public offering of the Note in any country or jurisdiction
                                         where action for that purpose is required.



		iii.	The
                                         Purchaser (i) as of the execution date of this Agreement is not located within the United
                                         States, and (ii) is not purchasing the Note for the account or benefit of any U.S. Person,
                                         except in accordance with one or more available exemptions from the registration requirements
                                         of the 1933 Act or in a transaction not subject thereto.



		iv.	The
                                         Purchaser will not resell the Securities except in accordance with the provisions of
                                         Regulation S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration
                                         statement under the 1933 Act, or pursuant to an available exemption from registration;
                                         and agrees not to engage in hedging transactions with regard to such securities unless
                                         in compliance with the 1933 Act.



		v.	The
                                         Purchaser will not engage in hedging transactions with regard to Note of the Company
                                         prior to the expiration of the distribution compliance period specified in Category 2
                                         or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless
                                         in compliance with the 1933 Act; and as applicable, shall include statements to the effect
                                         that the securities have not been registered under the 1933 Act and may not be offered
                                         or sold in the United States or to U.S. persons (other than distributors) unless the
                                         securities are registered under the 1933 Act, or an exemption from the registration requirements
                                         of the 1933 Act is available.



		vi.	No
                                         form of “directed selling efforts” (as defined in Rule 902 of Regulation
                                         S under the 1933 Act), general solicitation or general advertising in violation of the
                                         1933 Act has been or will be used nor will any offers by means of any directed selling
                                         efforts in the United States be made by the Purchaser or any of their representatives
                                         in connection with the offer and sale of the Note.



		d.	General
                                         Solicitation.  Such Purchaser is not purchasing the Note as a result of
                                         any advertisement, article, notice or other communication regarding the Note published
                                         in any newspaper, magazine or similar media or broadcast over television or radio or
                                         presented at any seminar or any other general solicitation or general advertisement.



		e.	Access
                                         to Information.  Such Purchaser acknowledges that it has reviewed the disclosure
                                         materials and has been afforded (i) the opportunity to ask such questions as it has deemed
                                         necessary of, and to receive answers from, representatives of the Company concerning
                                         the terms and conditions of the offering of the Note and the merits and risks of investing
                                         in the Note; (ii) access to information about the Company and the Subsidiaries and their
                                         respective financial condition, results of operations, business, properties, management
                                         and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
                                         to obtain such additional information that the Company possesses or can acquire without
                                         unreasonable effort or expense that is necessary to make an informed investment decision
                                         with respect to the investment.  Neither such inquiries nor any other investigation
                                         conducted by or on behalf of such Purchaser or its representatives or counsel shall modify,
                                         amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness
                                         of the Disclosure Materials and the Company’s representations and warranties contained
                                         in the Transaction Documents.



		f.	Independent
                                         Investment Decision.  Such Purchaser has independently evaluated the merits
                                         of its decision to purchase the Note pursuant to the Agreement, and such Purchaser confirms
                                         that it has not relied on the advice of any other Purchaser’s business and/or legal
                                         counsel in making such decision.  Such Purchaser has not relied on the business
                                         or legal advice of the Company or any of its agents, counsel or Affiliates in making
                                         its investment decision hereunder, and confirms that none of such Persons has made any
                                         representations or warranties to such Purchaser in connection with the transactions contemplated
                                         by the Transaction Documents.



		6.	Miscellaneous



		a.	Confidentiality.  The
                                         Purchaser covenants and agrees that it will keep confidential and will not disclose or
                                         divulge any confidential or proprietary information that such Purchaser may obtain from
                                         the Company pursuant to financial statements, reports, and other materials submitted
                                         by the Company to such Purchaser in connection with this offering or as a result of discussions
                                         with or inquiry made to the Company, unless such information is known, or until such
                                         information becomes known, to the public through no action by the Purchaser; provided,
                                         however, that a Purchaser may disclose such information (i) to its attorneys, accountants,
                                         consultants, and other professionals to the extent necessary in connection with his or
                                         her investment in the Company so long as any such professional to whom such information
                                         is disclosed is made aware of the Purchaser’s obligations hereunder and such professional
                                         agrees to be likewise bound as though such professional were a party hereto, (ii) if
                                         such information becomes generally available to the public through no fault of the Purchaser,
                                         or (iii) if such disclosure is required by applicable law or judicial order.



		b.	Successors.  The
                                         covenants, representations and warranties contained in this Agreement shall be binding
                                         on the Purchaser’s and the Company’s heirs and legal representatives and
                                         shall inure to the benefit of the respective successors and assigns of the Company.  The
                                         rights and obligations of this Subscription Agreement may not be assigned by any party
                                         without the prior written consent of the other party.



		c.	Counterparts.  This
                                         Agreement may be executed in counterparts, each of which shall be deemed an original
                                         agreement, but all of which together shall constitute one and the same instrument.



		d.	Execution
                                         by Facsimile.  Execution and delivery of this Agreement by facsimile transmission
                                         (including the delivery of documents in Adobe PDF format) shall constitute execution
                                         and delivery of this Agreement for all purposes, with the same force and effect as execution
                                         and delivery of an original manually signed copy hereof.



		e.	Governing
                                         Law and Jurisdiction.  This Agreement shall be governed by and construed
                                         in accordance with the laws of the State of Nevada applicable to contracts to be wholly
                                         performed within such state and without regard to conflicts of laws provisions. Any legal
                                         action or proceeding arising out of or relating to this Subscription Agreement and/or
                                         the Offering Documents may be instituted in the courts of the State of Nevada sitting
                                         in Nevada County, and the parties hereto irrevocably submit to the jurisdiction of each
                                         such court in any action or proceeding.  Purchaser hereby irrevocably waives
                                         and agrees not to assert, by way of motion, as a defense, or otherwise, in every suit,
                                         action or other proceeding arising out of or based on this Subscription Agreement and/or
                                         the Offering Documents and brought in any such court, any claim that Purchaser is not
                                         subject personally to the jurisdiction of the above named courts, that Purchaser’s
                                         property is exempt or immune from attachment or execution, that the suit, action or proceeding
                                         is brought in an inconvenient forum or that the venue of the suit, action or proceeding
                                         is improper.



		f.	Notices.  All
                                         notices, requests, demands, claims and other communications hereunder shall be in writing
                                         and shall be delivered by certified or registered mail (first class postage pre-paid),
                                         guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed
                                         by delivery by certified or registered mail (first class postage pre-paid) or guaranteed
                                         overnight delivery, to the following addresses and facsimile numbers (or to such other
                                         addresses or facsimile numbers which such party shall subsequently designate in writing
                                         to the other party):



 


		i.	if
                                         to the Company:



 


MU Global Holding
Limited


Attn: Niu Yen-Yen


5F & 5F.-1,
No.106, Chang An W. Rd., 


Datong
Dist., Taipei City 10351, 


Taiwan,
R.O.C.


Fax:
+886 2 2559 1155


Email:
Claudianiu168@gmail.com


 


		ii.	if
                                         to the Purchasers:



 


 


 


 


 


 


 


 


To
the addresses set forth on the signature pages.


 


		g.	Entire
                                         Agreement.  This Agreement (including the Exhibits attached hereto) and
                                         other Transaction Documents delivered at the Closing pursuant hereto, contain the entire
                                         understanding of the parties in respect of its subject matter and supersede all prior
                                         agreements and understandings between or among the parties with respect to such subject
                                         matter.  The Exhibits constitute a part hereof as though set forth in full
                                         above.



		h.	Amendment;
                                         Waiver.  This Agreement may not be modified, amended, supplemented, canceled
                                         or discharged, except by written instrument executed by the Company and the Purchasers
                                         of not less than a majority of the principal amount of the Notes.  No failure
                                         to exercise, and no delay in exercising, any right, power or privilege under this Agreement
                                         shall operate as a waiver, nor shall any single or partial exercise of any right, power
                                         or privilege hereunder preclude the exercise of any other right, power or privilege.
                                         No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding
                                         or succeeding breach of the same or any other provision, nor shall any waiver be implied
                                         from any course of dealing between the parties.  No extension of time for performance
                                         of any obligations or other acts hereunder or under any other agreement shall be deemed
                                         to be an extension of the time for performance of any other obligations or any other
                                         acts.  The rights and remedies of the parties under this Agreement are in addition
                                         to all other rights and remedies, at law or equity, that they may have against each other.



		i.	Severability.  If
                                         any provision of this Agreement is held to be invalid or unenforceable in any respect,
                                         the validity and enforceability of the remaining terms and provisions of this Agreement
                                         shall not in any way be affected or impaired thereby and the parties will attempt to
                                         agree upon a valid and enforceable provision that is a reasonable substitute therefore,
                                         and upon so agreeing, shall incorporate such substitute provision in this Agreement.



 


[SIGNATURE
PAGE FOLLOWS]




    	 



    	 



    

IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	MU
    Global Holding Limited
	 	 

         

         

         

         

	 	Niu
    Yen-Yen
	 	Director
    and Chief Executive Officer


 


	 	Purchaser
	 	 

         

         

         

         

	 	Name:
    [NAME OF PURCHASER]
	 	Passport
    Number: [PASSPORT OF PURCHASER]
	 	Address:
        [ADDRESS OF PURCHASER]

         

         

         

         

	 	Contact
    Number: [CONTACT OF PURCHASER]
	 	E-mail:
    [EMAIL ADDRESS OF PURCHASER]


 


 




    	 



    	 



    

Exhibit A


CONVERTIBLE PROMISSORY NOTE


For U.S. Investors:


[THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE
THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT,
OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND
THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY SATISFACTORY TO THE COMPANY.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.]


 


For Non-U.S. Investors:


[THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO
REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  ACCORDINGLY,
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.]




    	 



    	 



    

MU Global
Holding Limited


 


A Nevada Corporation


CONVERTIBLE PROMISSORY NOTE


DUE DECEMBER 31, 2019


	Original
    Issuance Date:[AGREEMENT  DATE]	Amounted
    (US$):[PRINCIPAL AMOUNT]


 


FOR VALUE RECEIVED, MU
Global Holding Limited, a Nevada corporation (the “Company”), hereby unconditionally promises to pay to
[NAME OF PURCHASER] (together with its registered assigns, the “Holder”) on December 31, 2019
(the “Maturity Date”) the principal sum of [ PRINCIPAL AMOUNT IN ENGLISH] UNITED STATES DOLLAR (U.S.
$ [PRINCIPAL AMOUNT IN NUMBER ] )(the “Principal”), and to pay to the Holder interest on the unpaid principal
amount of this Note as provided in Article I hereof.


 


ARTICLE I


Section 1.1Definitions.
The following terms shall have the meanings set forth below:


“Business Day”
means a day other than Saturday, Sunday or any day on which banks located in the Hong Kong Special Administrative Region are authorized
or obligated to close.


“Conversion Price” means
$1.00 per share.


“Dollars” and
“$” means lawful money of the United States of America.


“Note” means
this Convertible Promissory Note of the Company issued to the Holder, as modified and supplemented and in effect from time to
time.


“Person” means
any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership,
a limited liability company, a trust or other entity.


“Stock” means
the Company’s $0.0001 par value per share common stock.


“Equity Securities”
means the Company’s Common Stock or Preferred Stock, or any securities conferring the right to purchase the Company’s
Common Stock or Preferred Stock, or securities convertible into, or exchangeable for (with or without additional consideration),
the Company’s Common Stock or Preferred Stock, except that such defined term shall not include any security granted, issued
and/or sold by the Company to any employee, director or consultant in such capacity.


 




    	 



    	 



    

ARTICLE II


Section 2.1Principal.  Subject
to Section 5.1 herein, the entire unpaid principal amount of this Note shall be paid on the Maturity Date.  Promptly
following the payment in full of this Note, the Holder shall surrender this Note to the Company for cancellation.


Section 2.2No Interest.  Except
as set forth in the following sentence, no interest shall accrue on this Note. In the event (a) this Note shall not have
converted in accordance with the terms hereof on or prior to Maturity Date, and (b) the Company shall have failed to pay
the entire unpaid principal amount of this Note on Maturity Date (including the Extended Maturity Date defined in Section 4.2)
subject to Section 3.1, interest shall accrue from such date on the unpaid portion of this Note and shall be payable from
such date upon demand at the rate of ten percent (10%) per annum, computed on the basis of a 365 day year for the actual
number of days elapsed since such date.


Section 3.1            Payments
Generally.  All payments of principal and interest to be made by the Company in respect of this Note shall be made
in Dollars by delivery to the Holder, at the address the Holder provides to the Company, not later than 12:00 noon Hong Kong time
on the date on which such payment shall be due.  If the due date of any payment in respect of this Note would otherwise
fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day.  All
payments by the Company under this Note will be made without setoff or counterclaim and free and clear of, and without deductions
for, any taxes, fees or other expenses or claims of any kind.


Section 3.2            Prepayments.  At
any time, and from time to time, the Company may, at its option, prepay this Note (in an amount up to but not exceeding the unpaid
principal amount hereof) in whole or in part without premium or penalty. The Company should give not less than 10 Business Days
prior notice in writing to the Holder of its intention to make the repayment (“Notice period”).


 


ARTICLE IV


Section 4.1           Automatic
Conversion In The Event Of Form S-1 Registration Statement Effective. In the event that the Securities and Exchange Commission
declared the effectiveness of Form S-1 Registration Statement filed initially on December 17, 2018, then the unpaid principal
balance of this Note shall and must automatically convert in whole without any further action by the Holder into such Equity Securities.
The number of shares of Equity Securities obtained will be equal to (i) the unpaid principal amount due on this Note divided by
(ii) the Conversion Price as set in Section 1.1., and otherwise on the same terms and conditions as given to the Investors.


Section 4.2Maturity
and Extended Maturity. Upon the maturity date of this note on December 31, 2019, in the event that Form S-1 Registration
Statement has yet to effective, the Company may at its sole discretion without further notice to Holder to extend the maturity
of this Note up to six month from the maturity date. No interest or compensation in any form shall accrue or payable by the Company
during the extended period. Extended maturity date on June 30, 2020 shall supersede the maturity date on December 31, 2019.


Section 4.3Conversion
of Note.  The Company has the right to convert this Note prior to maturity date or extended maturity date, or any
time after maturity or extended maturity date without further notice to Holder.


Section 4.4Termination
of Rights Upon Conversion. Upon conversion of this Note, the Holder of this Note shall have no further rights under this Note,
whether or not this Note is surrendered.


Section 4.5Reservation
of Shares; Shares to be Fully Paid.  The Company shall reserve, out of its authorized but unissued Shares, sufficient
Shares to provide for the conversion of the entire Note.  The Company covenants that all Shares which may be issued
upon conversion of this Note will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issuance and delivery thereof.


 


ARTICLE V


Section 5.1Event
of Default.  "Event of Default", wherever used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


		a.	default
                                         in the payment of the outstanding principal amount of this Note at its Maturity Date
                                         or Extended Maturity Date; or



		b.	the
                                         entry of a decree or order by a court having jurisdiction in the premises adjudging the
                                         Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
                                         arrangement, adjustment or composition of or in respect of the Company under Federal
                                         bankruptcy law or any other applicable Federal or state law, or appointing a receiver,
                                         liquidator, assignee, trustee, sequestrator or other similar official of the Company
                                         or of any substantial part of the property of the Company, or ordering the winding up
                                         or liquidation of the affairs of the Company; or



		c.	the
                                         institution by the Company of proceedings to be adjudicated a bankrupt or insolvent,
                                         or the consent by the Company to the institution of bankruptcy or insolvency proceedings
                                         against it, or the filing by the Company of a petition or answer or consent seeking reorganization
                                         or relief under Federal bankruptcy law or any other applicable Federal or state law,
                                         or the consent by the Company to the filing of such petition or to the appointment of
                                         a receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company
                                         or of any substantial part of the property of the Company, or the making by the Company
                                         of an assignment for the benefit of creditors, or the admission by the Company in writing
                                         of its inability to pay its debts generally as they become due, or the taking of corporate
                                         action by the Company in furtherance of any such action. 



 


 


ARTICLE VI


Section 6.1Governing
Law; Jurisdiction.  This Note shall be governed by, and construed in accordance with, the laws of the State of Nevada,
without regard to the conflicts of laws provisions thereof.  The Company hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Courts of the State of Nevada in any action or proceeding
arising out of or relating to this Note, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in the State of Nevada.  The
Company hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.  The Company hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Note in any court referred to above, and hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.  The Company irrevocably consents to service of process in the manner provided for
notices below.  Nothing in this Agreement will affect the right of the Holder to serve process in any other manner permitted
by law.


Section 6.2Investment Representations. This
Note has been issued subject to certain investment representations of the original Holder set forth in the Securities Purchase
Agreement and may be transferred or exchanged only in compliance with the Securities Purchase Agreement and applicable federal
and state securities laws and regulations.


Section 6.3Successors.  All
agreements of the Company in this Note shall bind its successors and permitted assigns.  This Note shall inure to the
benefit of the Holder and its permitted successors and assigns.  The Company shall not delegate any of its obligations
hereunder without the prior written consent of Holder.


Section 6.4Amendment,
Modification or Waiver.  No provision of this Note may be amended, modified or waived except by an instrument in
writing signed by the Company and the Holder.


Section 6.5Legend.  This
Note, and any note issued in exchange or substitution for this Note, shall bear the legend appearing on the first page hereof.


Section 6.6Delay
or Omission 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 right, power or privilege.  All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.


 


[Signature
Page Follows]




    	 



    	 



    

IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by an authorized officer thereof as of the date and year first above written.


 


	 	MU
    Global Holding Limited
	 	 

         

         

         

         

	 	Niu
    Yen-Yen
	 	Director
    and Chief Executive Officer