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.]


 


GREENPRO
CAPITAL CORP.


 


(A
Nevada Corporation)


 


8% CONVERTIBLE
NOTE


 


DUE January
10, 2016


 


	Original Issuance Date: July 10, 2015	US$585,500- 



 


FOR VALUE RECEIVED, GREENPRO
CAPITAL CORP., a Nevada corporation (the “Company”), hereby unconditionally promises to pay to THANAWAT
LERTWATTANARAK (together with its registered assigns, the “Holder”) on January 10, 2016 (the “Maturity
Date”) the principal sum of Five Hundred Eighty-Five Thousand and Five Hundred UNITED STATES DOLLARS (U.S.$585,500) (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
1.1           Definitions.  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 Province of Nevada 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 8% 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 $.0001 par value per share common stock.


 


ARTICLE II


 


Section
2.1           Principal.  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
2.2       Interest.  Interest shall accrue (on a compounded basis) on the
daily unpaid principal amount of this Note, for each day during the period from and including the date hereof (the “Commencement
Date”) to but excluding the date such Note shall be paid in full, at a rate of eight percent (8%) per annum (the “Interest
Rate”) and shall be payable on the Maturity Date.


 






    

     

    

 


ARTICLE III


 


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 Nevada 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, and interest shall be payable on any principal so extended
for the period of such extension.  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
and any accrued interest hereon) in whole or in part without premium or penalty.


 


ARTICLE IV


 


Section
4.1            Conversion Privilege.  Until this Note is paid in full, Holder may, at its option,
convert all or any portion of the outstanding principal balance of, and all accrued interest on, this Note, into the number of
restricted shares of Stock obtained by dividing (i) the unpaid principal amount and interest due on this Note, by (ii) the Conversion
Price of Stock.


 


Section
4.2           Conversion Procedure.  To convert this Note pursuant to this Article IV, the Holder must  (i)
complete and sign the “Form of Election to Convert” (ii) complete and sign subscription documents reasonably requested
by the Company and (iii) if the conversion is of the entire unpaid principal of, and interest on, this Note, then surrender this
Note to the Company.  As promptly as practicable after delivery of an Election to Convert in accordance with this Section
4.2, the Company shall issue and deliver to Holder, a certificate or certificates for the full number of whole Shares issuable
upon the conversion of this Note in accordance with the provisions of this Article IV.


 


Section
4.3             Early Conversion. The Holder has the
right, at any time after the Issuance Date, at its election, to convert all or any portion of the outstanding principal
balance of, and all accrued interest on, this Note, (and any other fees) into shares of fully
paid and non-assessable shares of common stock of the Company as per this conversion formula: Number of shares receivable upon
conversion equals the dollar conversion amount divided by the Conversion Price. Conversions may be delivered to Company by method
of Holder’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all
conversions shall be cashless and not require further payment from the Holder. If the Holder converts all or part of outstanding
principal into restricted shares before the Maturity Date, the Interest Rate on that Principal shall be ZERO PERCENT (0%). If no
objection is delivered from Company to Holder regarding any variable or calculation of the conversion notice within 48 hours of
delivery of the conversion notice, the Company shall have been thereafter deemed to have irrevocably confirmed and irrevocably
ratified such notice of conversion and waived any objection thereto. The Company shall deliver the shares from any conversion to
Holder (in any name directed by Holder) within 10 (ten) business days of conversion notice delivery.


Section
4.4           Reservation 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 non-assessable and free from all taxes, liens and charges with respect to the issuance
and delivery thereof.


 






    

     

    

 


ARTICLE V


 


Section
5.1          Event 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 any interest in respect of this Note within ten (10) Business
Days after it becomes due and payable; or



 


	 	(b)	default in the payment of the outstanding principal amount of this Note at its Maturity
Date; or



 


	 	(c)	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
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



 


	 	(d)	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.





 


Section
5.2          Acceleration of Note.  If an Event of Default
occurs and is continuing, then and in every such case the Holder may declare the outstanding principal amount of this Note (including
accrued interest as provided in Article III hereof) to be due and payable immediately, by a notice in writing to the
Company, and upon any such declaration such principal shall become immediately due and payable.  Notwithstanding the
foregoing, if an Event of Default referenced in paragraph (c) or paragraph (d) of Section 5.1 occurs, the outstanding
principal amount of this Note (including accrued interest as provided in Article III hereof) shall automatically
become due and payable immediately without any declaration or other action on the part of the Holder.  At any time after
the outstanding principal amount of this Note shall become immediately due and payable and before a judgment or decree for payment
of the money due has been obtained, the Holder, by written notice to the Company, may rescind and annul any acceleration and its
consequences.


 






    

     

    

 


ARTICLE VI


 


Section
6.1     Governing 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
6.2      Successors.  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
6.3        Amendment, 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
6.4           Legend.  This Note, and any note issued
in exchange or substitution for this Note, shall bear the legend appearing on the first page hereof.


 


Section
6.5           Delay 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.


 


	 	GREENPRO CAPTIAL CORP.	 
	 	 	 	 
	 	By:	 /s/ Lee Chong Kuang	 
	 	Name:	Lee Chong Kuang	 
	 	Title:	Chief Executive Officer	 


 






    

     

    

 


NOTICE OF
ELECTION TO CONVERT


 


(To be Executed by the Registered
Holder in order to Convert the Note)


 


The
undersigned holder hereby irrevocably elects to convert $585,500 of the principal and interest of the Note into -585,500- restricted
shares of common stock of GREENPRO CAPITAL CORP. (the “Company”) pursuant to the Convertible Promissory Note issued
by the Company due January 10, 2016 according to the conditions set forth in said note and as of the date set forth below.


 


Date of Conversion:


 


	Signature:		 
	 	 	 
	THANAWAT LERTWATTANARAK