exhibit_10-13.htm


 



 


Exhibit 10.13


CONVERTIBLE
LOAN AGREEMENT


 


THIS
CONVERTIBLE LOAN AGREEMENT is entered into as of the 27th day of February 2014 by and between Win Global Markets
Inc. a company formed under the laws of Nevada (the “Company” or the “Borrower”), and [
] a company formed under the laws of the [ ](the “Lender”).


 


(Each
of Borrower and Lender shall be also referred to herein as a “Party”, and collectively, the “Parties”);


 


WHEREAS


 


		A.	at
                                         the request of the Borrower, the Lender has agreed to make available to the Borrower,
                                         and the Borrower desires to receive from the Lender, a loan convertible into shares of
                                         the Borrower, subject to and in accordance with the terms and conditions set forth in
                                         this Agreement.



 


		B.	the
                                         Borrower is engaged in an effort to be listed on a stock exchange through initial public
                                         offering;



 


NOW,
THEREFORE, the parties hereby agree as follows:


 


		1.	Definitions
                                         and Interpretation



 


		1.1.	The
                                         preamble to this Agreement forms an integral and a binding part of this Agreement.



 


		1.2.	The
                                         titles and subtitles used in this Agreement are used for convenience only and are not
                                         to be considered in construing or interpreting this Agreement. All references in this
                                         Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer
                                         to sections and paragraphs hereof and exhibits attached hereto.



 


		1.3.	In
                                         addition to the terms defined elsewhere in this, for all purposes of this Agreement the
                                         following terms shall have the meanings given to them in this Section 1.3:



 


		1.3.1.	“Agreement”
                                         means this Agreement, including all annexes, exhibits, appendices and schedules hereto
                                         as the same may hereafter be amended, modified or supplemented from time to time.



 


		1.3.2.	“Business
                                         Day” means the day on which commercial banks in London, UK are open to the
                                         public.



 


		1.3.3.	“Conversion
                                         Date” any date falling after the Closing and prior to the earlier of: (i) the
                                         Repayment Date, and (ii) the fifth (5) Business Days following the date of an IPO Event.



 


 


 





    	 



    	 



    

  


		1.3.4.	“Conversion
                                         Unit” means [ ] ordinary shares of the Company, each at a strike price
                                         of 0.35 US$, subject to the provisions under Section 3.1.2 below, provided that in the
                                         case that the Borrower consolidates or amalgamates with, or merges with or into, or transfers
                                         all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes
                                         into or as, another entity. “Conversion Unit” shall mean a number of ordinary
                                         shares of the resulting, surviving or transferee entity having a value equivalent to
                                         [ ] ordinary shares of the Company, each at a strike price of 0.35 US$.



 


		1.3.5.	“Default”
                                         means an Event of Default or an event or circumstance which would be, with the expiry
                                         of a grace period, the giving of notice or the making of any determination under the
                                         Transaction Documents or any combination of them, an Event of Default.



 


		1.3.6.	“Event
                                         of Default” means an event or circumstance specified as such in Section 6 (Default)
                                         provided that in each case an Event of Default shall occur only after the lapse of any
                                         applicable cure period as set forth in Section 6
                                         (Default) (if any) and the Default is continuing.



 


		1.3.7.	“Governmental
                                         Authority” means any governmental, legislative, regulatory or administrative
                                         body, agency or authority, any court of judicial authority, any arbitrator or any public,
                                         regulatory authority, whether international, national, state, municipal or local.



 


		1.3.8.	“IPO
                                         Event” means the date upon which the Company notifies the Lender in writing
                                         that it resolved to commence with its first firm commitment underwritten public offering
                                         of its shares under the Act or pursuant to the securities laws of any jurisdiction.



 


		1.3.9.	“Transaction
                                         Documents” means: (a) this Agreement; (b) and any other agreement or document
                                         executed pursuant to any of the above or in connection with any of the foregoing which
                                         is designated in writing by the Lender and the Borrower as a “Transaction Document”;



 


		1.4.	A
                                         Default is “continuing” if it has not been remedied or waived. An
                                         Event of Default is “remedied” only if: (i) the Borrower has notified the
                                         Lender of the existence of the relevant Default: (ii) the Default is of a type that is
                                         reasonably capable of remedy,: and (iii) prior to the Lender delivering a Conversion
                                         Notice or otherwise notifying the Borrower that it has exercised or will exercise any
                                         of its rights or remedies under the Transaction Documents (including but not limited
                                         to its right to accelerate the Loan Amount), the Lender confirms to the Borrower that
                                         the Event of Default has been cured to the Lender’s reasonable satisfaction.



 


		1.5.	A
                                         “law” includes any statute, law, regulation, treaty, rule, official
                                         directive or guideline of any Governmental Authority, or any interpretation of any of
                                         the foregoing by any Governmental Authority.



 


 


 




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		2.	Financing
                                         Terms



 


		2.1.	Grant
                                         of Loan



 



		2.1.1.	Subject
                                                                                                                              to the conditions hereof and within 3 Business
                                                                                                                              Days following the day of execution hereof (the “Closing”), the Lender,
                                                                                                                              shall, grant the Company a loan in the principal amount of [ ] US$ (the “Loan” or “Loan
                                                                                                                              Amount”);



 


		2.1.2.	The
                                         Loan shall be transferred to the Borrower by bank transfer to a bank account the details
                                         of which shall be provided to the Lender at the Closing.



 


		2.2.	Interest. The
                                                                                                                              Loan Amount shall bear interest at an annual rate of 10% (ten percent) (calculated on the basis of the actual number of days
                                                                                                                              elapsed and a 360 (three hundred and sixty) day year).



 


		2.3.	Repayment.
                                         The Company shall repay the Loan Amount and the Interest in one lump sum upon the lapse
                                         of 12 (twelve) months as of Closing (the “Repayment Date”).



 


		2.4.	Payments.
                                         All payments to be made by the Company to the Lender, including any repayment, prepayment,
                                         payment of interest, fees and all other amounts required to be paid to the Lender under
                                         the Transaction Documents, together with VAT (if applicable), shall be made in US$ by
                                         bank transfer to an account designated in writing by
                                         the Lender.



 


		3.	Conversion
                                         and other Lender’s rights



 


		3.1.	Repayment
                                         Conversion.



 


		3.1.1.	Upon:
                                         (i) a Conversion Date, or (ii) the occurrence of an Event of Default, and any time after
                                         an Event of Default as long as such Event of Default is continuing, the Lender may (but
                                         is not obliged to), by written notice to the Borrower (the “Conversion Notice”),
                                         convert all or part of the principal of the Loan outstanding at such time into the Conversion
                                         Unit (the “Repayment Conversion”).



 


		3.1.2.	The
                                         Repayment Conversion shall occur upon the delivery of the Conversion Notice, whereupon
                                         the Conversion Unit, shall, be validly issued in the name of the Lender validly issued,
                                         fully-paid, free and clear of any liens, encumbrances, claims or third party rights of
                                         any kind.



 


		3.1.3.	Upon
                                         the issuance in the name of the Lender of the Conversion Unit or a pro rata portion thereof,
                                         as applicable, under the Repayment Conversion hereunder: (i) the Company shall be deemed
                                         to have discharged any and all obligations or a pro rata portion thereof, as applicable,
                                         with respect to the principal of the Loan, (ii) the Interest accrued prior to the Repayment
                                         Conversion shall be paid by the Company to Lender upon such Conversion of Units date,
                                         and (iii) the Lender shall not be entitled to Interest or to any other payment hereunder
                                         as of the Repayment Conversion.



 


 


 




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		4.	Representations
                                         and Warranties of the Company



  


		4.1.	The
                                         Company is duly organized and validly existing under the laws of its jurisdiction of
                                         incorporation, and has the full power and authority to consummate the transactions contemplated
                                         hereunder.



 


		4.2.	The
                                         consummation of the transactions contemplated hereunder and the performance of this Agreement
                                         by the Company do not violate the provisions of its corporate documents, or any applicable
                                         law, and will not result in any breach of, or constitute a default under, any agreement
                                         or instrument to which it is a party or under which it is bound.



 


		4.3.	The
                                         execution and performance of this Agreement by the Company have been duly authorized
                                         by all necessary actions, and this Agreement has been duly executed and delivered by
                                         the Company. This Agreement is valid and binding upon it and enforceable in accordance
                                         with its terms.



 


		4.4.	This
                                         Agreement, when executed and delivered by or on behalf of the Company, will constitute
                                         the valid and legally binding obligations of the Company, legally enforceable against
                                         the Company in accordance with their respective terms.



 


		4.5.	The
                                         shares to be issued upon conversion pursuant to this Agreement will be duly authorized
                                         and upon issuance in accordance with this Agreement will be validly issued in the name
                                         of the Lender, fully paid, and non-assessable, free and clear of any liens or encumbrances
                                         of any kind.



 


		4.6.	Other
                                         then as explicitly set forth under this Section 4, the Company makes no other representations
                                         and warranties with respect to any transaction contemplated herein (including without
                                         limitation with respect to the Conversion Unit which shall be issued and allotted (if
                                         issued and allotted) to the Borrower as-is).



 


		5.	Representations
                                         and Warranties of the Lenders



 


		5.1.	The
                                         Lender is duly organized and validly existing under the laws of its jurisdiction of incorporation,
                                         and has the full power and authority to consummate the transactions contemplated hereunder.



 


		5.2.	The
                                         consummation of the transactions
                                         contemplated hereunder and the performance
                                         of this Agreement by the Lender do not violate the provisions of its corporate documents,
                                         or any applicable law, and will not result in any breach of, or constitute a default
                                         under, any agreement or instrument to which it is a party or under which it is bound.



 


		5.3.	The
                                         execution and performance of this Agreement by the Lender have been duly authorized by
                                         all necessary actions, and this Agreement has been duly executed and delivered by the
                                         Lender. This Agreement is valid and binding upon it and enforceable in accordance with
                                         its terms.



 


 


 




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		6.	Default



 


Each
of the events or circumstances set out in the following paragraphs under this Section 6 is an Event of Default (whether or not
caused by any reason outside the control of the Borrower or of any other person):


  


		6.1.	Non-Payment. The
                                         Company does not pay on the Repayment Date the amount payable pursuant to
                                         the Transaction Document, unless payment is made as soon as practicable and in any event
                                         within 14 (fourteen) Business Days of its due date;



 


		6.2.	Invalidity.
                                         Any of the Transaction Documents shall cease to be in full force and effect in any respect
                                         or shall not, or shall cease to, constitute the legal, valid, binding and enforceable
                                         obligations of the Company, as applicable, or might become unlawful or the exercise or
                                         enforcement of any rights and remedies of the Lender under the Transaction Documents
                                         becomes subject to material legal impediments; a Default under this sub-Section may be
                                         cured within 7 days (without prejudice to any other Event of Default pursuant hereto);



 


		6.3.	the
                                         Borrower shall become insolvent, however evidenced, or make an assignment for the benefit
                                         of creditors, or file with a court of competent jurisdiction an application for appointment
                                         of a receiver, or similar official with respect to it or any substantial part of its
                                         assets, or there shall be filed against the Borrower by any third party any such application
                                         or petition, which application or petition is not dismissed or withdrawn within thirty
                                         (30) days from the date of filing thereof;



 


		6.4.	Merger
                                         without assumption. The Borrower consolidates
                                         or amalgamates with, or merges with or into, or transfers all or substantially all its
                                         assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity
                                         and, at the time of such consolidation, amalgamation, merger, transfer, reorganization,
                                         reincorporation or reconstitution the resulting, surviving or transferee entity fails
                                         to assume all the obligations and undertakings of such party under this Agreement (including,
                                         for the avoidance of doubt, the obligations and undertakings relating to Repayment Conversion
                                         under section 3.1 above).



 


Upon
the occurrence of an Event of Default and at any time, the Lender may, by written notice to the Borrower, declare that an Event
of Default has occurred and/or that all or part of the outstanding Loan Amount is immediately due and payable, whereupon it shall
become immediately due and payable, together with all interest accrued thereon and all other amounts payable under the Transaction
Documents (including Interest, break funding fee and Repayment Amount, to the extent applicable). For avoidance of doubt, nothing
in this Section shall operate or be construed so as to prejudice or derogate from any other rights, remedies and relief available
to the Lender under this Agreement, the other Transaction Documents or by law.


 


		7.	General
                                         and Miscellaneous



 


		7.1.	Confidentiality.
                                         The terms and conditions of this Agreement and the other Transaction Documents shall
                                         be treated by the Parties as confidential information and shall not be disclosed to any
                                         person or entity except as required by law, to its auditors and other advisors (subject
                                         to confidentiality in accordance with the principles set out herein), or in connection
                                         with any assignment or transfer permitted hereunder.



 


		7.2.	Assignment.
                                         Neither Party may assign their rights and/or obligation hereunder, or any of them, without
                                         the prior written approval of the other Party, at such other Party’s discretion.



 


 


 




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		7.3.	Successors
                                         and Assigns. Without
                                         prejudice to the provisions of Section 7.2 (Assignment),
                                         this Agreement shall inure to the benefit of, and be binding upon, the heirs,
                                         executors, administrators, successors and assigns of the parties hereto.



 


		7.4.	Notices.
                                         Any notice or other communication required to be given by one party hereto to another
                                         under this Agreement shall be in writing and shall be deemed to have been served: (i)
                                         if personally delivered, when actually delivered; or (ii) if sent by facsimile or e-mail,
                                         the next Business Day after receipt of confirmation of transmission; or (iii) 3 (three)
                                         Business Days after being mailed by certified or registered mail, postage prepaid (for
                                         the purposes of proving such service, it being sufficient to prove that such notice was
                                         properly addressed and posted) to the respective addresses of the parties set out herein:



 


if
to the Company:


 


Address:
92 Vandam St., New York, NY 10012, USA


 


Attention:
Shimon Citron


 


Facsimile:
1-212-222-3779


 


if
to the Lender:


 


Address:
[ ]


 


Attention:
Maples Corporate Services Limited


 


or
at such other address, facsimile or email as any party shall have furnished to the other in
writing in accordance with this Section.


 


		7.5.	Entire
                                         Agreement. This Agreement
                                         and the documents referred to herein constitute the entire agreement between the parties
                                         hereto pertaining to the subject matter hereof, and any and all other written or oral
                                         agreements relating to the subject matter hereof existing between the parties hereto
                                         are expressly cancelled.



 


		7.6.	Amendment.
                                         Any term of this Agreement may be amended and the observance of any term of this Agreement
                                         may be waived (either generally or in a particular instance and either retroactively
                                         or prospectively), only with the written consent of the parties.



 


		7.7.	Severability.
                                         If any provision of this Agreement shall be deemed to be invalid or unenforceable, then
                                         unless such invalidity or unenforceability goes to the root of the Agreement, such invalidity
                                         or unenforceability shall not affect the validity or enforceability of any of the other
                                         provisions of this Agreement and the remaining provisions shall be severable and enforceable
                                         in accordance with their terms.



 


 


 




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		7.8.	Remedies
                                         and Waivers. No failure
                                         to exercise, nor any delay in exercising on the part of a Party any right or remedy hereunder
                                         or under law shall operate as a waiver thereof, nor shall any single or partial exercise
                                         of any right or remedy prevent any further or other exercise thereof or the exercise
                                         of any other right or remedy. The rights and remedies provided under the transaction
                                         Documents are cumulative and not exhaustive of any rights or remedies provided by law.
                                         Any extension of time or waiver given, or compromise made, with respect to a specific
                                         event by the Lender, shall apply only with respect to such specific event and shall not
                                         be interpreted as applying to any other event and shall not derogate from the Lender’s
                                         rights under this Agreement or law (save as expressly stated in such waiver or compromise).



 


		7.9.	No
                                         Third Party Beneficiaries.
                                         This Agreement is made for the Parties hereto, and no third party shall have any right
                                         hereunder or be deemed a beneficiary hereof.



 


		7.10.	Governing
Law; Jurisdiction. This Agreement and all non-contractual obligations
arising out of or in connections with it shall be governed by and construed in accordance with English law. Each of the parties
hereto irrevocably agrees that the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding,
and to settle any disputes which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits
to the jurisdiction of such courts.



 


		7.11.	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which shall be
                                         enforceable against the parties actually executing such counterparts, and all of which
                                         together shall constitute one instrument.



 


IN
WITNESS WHEREOF, the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.  


 





IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title: Director

         
	
        /s/ Enrico Daniel Etto 

        Pairstech Premium Fund 

        By: Enrico Daniel Etto 

        Title: Director

         










 




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 IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title: Director

         
	
        /s/ Alfredo Caturano

        Alfredo Caturano 

        By: Alfredo Caturano

         

         



 


8


 








    

    

    

 





IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title: Director

         
	
        /s/ Federica Bertollini 

        Gaia Services Limited

        By: Federica Bertollini

        Title: Director



 


9


 











    

    

    

 


CONVERTIBLE
LOAN AGREEMENT


 


THIS
CONVERTIBLE LOAN AGREEMENT is entered into as of the 27th day of February 2014 by and between Win Global Markets
Inc. a company formed under the laws of Nevada (the “Company” or the “Borrower”),
and [ ], a company organised and existing under the laws of [ ] having its registered office at [ ] (the “Lender”).


 


(Each of
Borrower and Lender shall be also referred to herein as a “Party”, and collectively, the “Parties”);


 


WHEREAS


 


		A.	at
                                         the request of the Borrower, the Lender has agreed to make available to the Borrower,
                                         and the Borrower desires to receive from the Lender, a loan convertible into shares of
                                         the Borrower, subject to and in accordance with the terms and conditions set forth in
                                         this Agreement.



 


		B.	the
                                         Borrower is engaged in an effort to be listed on a stock exchange through Initial Public
                                         Offering;



 


NOW,
THEREFORE, the parties hereby agree as follows:


 


		1.	Definitions
                                         and Interpretation



 


		1.1.	The
                                         preamble to this Agreement forms an integral and a binding part of this Agreement.



 


		1.2.	The
                                         titles and subtitles used in this Agreement are used for convenience only and are not
                                         to be considered in construing or interpreting this Agreement. All references in this
                                         Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer
                                         to sections and paragraphs hereof and exhibits attached hereto.



 


		1.3.	In
                                         addition to the terms defined elsewhere in this, for all purposes of this Agreement the
                                         following terms shall have the meanings given to them in this Section 1.3:



 


		1.3.1.	“Agreement”
                                         means this Agreement, including all annexes, exhibits, appendices and schedules hereto
                                         as the same may hereafter be amended, modified or supplemented from time to time.



 


		1.3.2.	“Business
                                         Day” means the day on which commercial banks in London, UK are open to the
                                         public.



 


		1.3.3.	“Conversion
                                         Date” any date falling after the Closing and prior to the earlier of: (i) the
                                         Final Repayment Date, and (ii) the fifth (5) Business Days following the date of an IPO
                                         Event.



 





 


 






    	 



    	 



    

 


		1.3.4.	“Conversion
                                         Unit” means [ ] ordinary shares of the Company, each at a strike price
                                         of 0.35 US$, subject to the provisions under Section 3.1.2 below; provided that in the
                                         case that the Borrower consolidates or amalgamates with, or merges with or into, or transfers
                                         all or substantially all its assets to, or reorganises, reincorporates or reconstitutes
                                         into or as, another entity, “Conversion Unit” shall mean a number of ordinary
                                         shares of the resulting, surviving or transferee entity having a value equivalent to
                                         [ ] ordinary shares of the Company, each at a strike price of 0.35 US$.



 


		1.3.5.	“Default”
                                         means an Event of Default or an event or circumstance which would be, with the expiry
                                         of a grace period, the giving of notice or the making of any determination under the
                                         Transaction Documents or any combination of them, an Event of Default.



 


		1.3.6.	“Event
                                         of Default” means an event or circumstance specified as such in Section 6 (Default)
                                         provided that in each case an Event of Default shall occur only after the lapse of any
                                         applicable cure period as set forth in Section 6 (Default) (if any) and the Default
                                         is continuing.



 


		1.3.7.	“Extension
                                         Notice” means the notice by means of which the Lender notifies to the Borrower
                                         the 12-months extension of the Loan (as defined below).



 


		1.3.8.	“Governmental
                                         Authority” means any governmental, legislative, regulatory or administrative
                                         body, agency or authority, any court of judicial authority, any arbitrator or any public,
                                         regulatory authority, whether international, national, state, municipal or local.



 


		1.3.9.	“IPO
                                         Event” means the date upon which the Company notifies the Lender in writing
                                         that it resolved to commence with its first firm commitment underwritten public offering
                                         of its shares under the Act or pursuant to the securities laws of any jurisdiction.



 


		1.3.10.	“Final
                                         Repayment Date” means the earlier of: (i) the date falling 12 months after
                                         the Closing (as defined below); (ii) if the Lender has sent an Extension Notice, the
                                         date falling 24 months after the Closing (as defined below), provided that on any Business
                                         Day from (and including) the date on which the relevant Extension Notice has been sent
                                         to (but excluding) the Final Repayment Date, the Lender may designate by giving at least
                                         30 (thirty) Business Days prior written notice to the Borrower any Business Day as the
                                         early final repayment date (the “Early Final Repayment Date”), being
                                         such date the Final Repayment Date; and (iii) the Early Final Repayment Date.



 


		1.3.11.	“Transaction
                                         Documents” means: (a) this Agreement; (b) and any other agreement or document
                                         executed pursuant to any of the above or in connection with any of the foregoing which
                                         is designated in writing by the Lender and the Borrower as a “Transaction Document”;



 





 






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		1.4.	A
                                         Default is “continuing” if it has not been remedied or waived.
                                         An Event of Default is “remedied” only if: (i) the Borrower has notified
                                         the Lender of the existence of the relevant Default; (ii) the Default is of a type that
                                         is reasonably capable of remedy,; and (iii) prior to the Lender delivering a Conversion
                                         Notice or otherwise notifying the Borrower that it has exercised or will exercise any
                                         of its rights or remedies under the Transaction Documents (including but not limited
                                         to its right to accelerate the Loan Amount), the Lender confirms to the Borrower that
                                         the Event of Default has been cured to the Lender’s reasonable satisfaction.



 


		1.5.	A
                                         “law” includes any statute, law, regulation, treaty, rule, official
                                         directive or guideline of any Governmental Authority, or any interpretation of any of
                                         the foregoing by any Governmental Authority.



 


2.            Financing
Terms


 


		2.1.	Grant
                                         of Loan



 


		2.1.1.	Subject
                                         to the conditions hereof and within 3 Business Days following the day of execution hereof
                                         (the “Closing”), the Lender, shall, grant the Company a loan
                                         in the principal amount of [ ]
                                         Euro (the “Loan” or “Loan Amount”);



 


		2.1.2.	The
                                         Loan shall be transferred to the Borrower by bank transfer to a bank account the details
                                         of which shall be provided to the Lender at the Closing.



 


		2.2.	Interest.
                                         The Loan Amount shall bear interest at an annual rate of 10% (ten percent) (calculated
                                         on the basis of the actual number of days elapsed and a 360 (three hundred and sixty)
                                         day year).



 


		2.3.	Repayment.
                                         The Company shall repay the Loan Amount and the Interest in one lump sum upon the Final
                                         Repayment Date.



 


		2.4.	Payments.
                                         All payments to be made by the Company to the Lender, including any repayment, prepayment,
                                         payment of interest, fees and all other amounts required to be paid to the Lender under
                                         the Transaction Documents, together with VAT (if applicable), shall be made in US$ by
                                         bank transfer to an account designated in writing by the Lender.



 


3.            Conversion
and other Lender’s rights


 





		3.1.	Repayment
                                         Conversion.



 


		3.1.1.	Upon:
                                         (i) a Conversion Date, or (ii) the occurrence of an Event of Default, and any time after
                                         an Event of Default as long as such Event of Default is continuing, the Lender may (but
                                         is not obliged to), by written notice to the Borrower (the “Conversion
                                         Notice”), convert all or part of the principal of the Loan outstanding at such
                                         time into the Conversion Unit (the “Repayment Conversion”).



 


 


 



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		3.1.2.	The
                                         Repayment Conversion shall occur upon the delivery of the Conversion Notice, whereupon
                                         the Conversion Unit, shall, be validly issued in the name of the Lender validly issued,
                                         fully-paid, free and clear of any liens, encumbrances, claims or third party rights of
                                         any kind.



 


		3.1.3.	Upon
                                         the issuance in the name of the Lender of the Conversion Unit or a pro rata portion thereof,
                                         as applicable, under the Repayment Conversion hereunder: (i) the Company shall be deemed
                                         to have discharged any and all obligations or a pro rata portion thereof, as applicable,
                                         with respect to the principal of the Loan, (ii) the Interest accrued prior to the Repayment
                                         Conversion shall be paid by the Company to Lender upon such Conversion of Units date,
                                         and (iii) the Lender shall not be entitled to Interest or to any other payment hereunder
                                         as of the Repayment Conversion.



 


		4.	Representations
                                         and Warranties of the Company



 


		4.1.	The
                                         Company is duly organized and validly existing under the laws of its jurisdiction of
                                         incorporation, and has the full power and authority to consummate the transactions contemplated
                                         hereunder.



 


		4.2.	The
                                         consummation of the transactions contemplated hereunder and the performance of this Agreement
                                         by the Company do not violate the provisions of its corporate documents, or any applicable
                                         law, and will not result in any breach of, or constitute a default under, any agreement
                                         or instrument to which it is a party or under which it is bound.



 


		4.3.	The
                                         execution and performance of this Agreement by the Company have been duly authorized
                                         by all necessary actions, and this Agreement has been duly executed and delivered by
                                         the Company. This Agreement is valid and binding upon it and enforceable in accordance
                                         with its terms.



 


		4.4.	This
                                         Agreement, when executed and delivered by or on behalf of the Company, will constitute
                                         the valid and legally binding obligations of the Company, legally enforceable against
                                         the Company in accordance with their respective terms.



 


		4.5.	The
                                         shares to be issued upon conversion pursuant to this Agreement will be duly authorized
                                         and upon issuance in accordance with this Agreement will be validly issued in the name
                                         of the Lender, fully paid, and non-assessable, free and clear of any liens or encumbrances
                                         of any kind and will not be subject to any Lock-up Agreement.



 


		4.6.	Other
                                         then as explicitly set forth under this Section 4, the Company makes no other
                                         representations and warranties with respect to any transaction contemplated herein (including
                                         without limitation with respect to the Conversion Unit which shall be issued and allotted
                                         (if issued and allotted) to the Borrower as-is).



 


 


 




    	4



    	 



    


 


		5.	Representations
                                         and Warranties of the Lenders



 


		5.1.	The
                                         Lender is duly organized and validly existing under the laws of its jurisdiction of incorporation,
                                         and has the full power and authority to consummate the transactions contemplated hereunder.
	 	 	 



		5.2.	The
                                         consummation of the transactions contemplated hereunder and the performance of this Agreement
                                         by the Lender do not violate the provisions of its corporate documents, or any applicable
                                         law, and will not result in any breach of, or constitute a default under, any agreement
                                         or instrument to which it is a party or under which it is bound.
	 	 	 



		5.3.	The
                                         execution and performance of this Agreement by the Lender have been duly authorized by
                                         all necessary actions, and this Agreement has been duly executed and delivered by the
                                         Lender. This Agreement is valid and binding upon it and enforceable in accordance with
                                         its terms.



 


6.            Default


 


Each
of the events or circumstances set out in the following paragraphs under this Section 6 is an Event of Default (whether or not
caused by any reason outside the control of the Borrower or of any other person):


 


		6.1.	Non-Payment.
                                         The Company does not pay on the Final Repayment Date the amount payable pursuant to the
                                         Transaction Document, unless payment is made as soon as practicable and in any event
                                         within 14 (fourteen) Business Days of its due date;



 


		6.2.	Invalidity.
                                         Any of the Transaction Documents shall cease to be in full force and effect in any respect
                                         or shall not, or shall cease to, constitute the legal, valid, binding and enforceable
                                         obligations of the Company, as applicable, or might become unlawful or the exercise or
                                         enforcement of any rights and remedies of the Lender under the Transaction Documents
                                         becomes subject to material legal impediments; a Default under this sub-Section may be
                                         cured within 7 days (without prejudice to any other Event of Default pursuant hereto);



 


		6.3.	the
                                         Borrower shall become insolvent, however evidenced, or make an assignment for the benefit
                                         of creditors, or file with a court of competent jurisdiction an application for appointment
                                         of a receiver, or similar official with respect to it or any substantial part of its
                                         assets, or there shall be filed against the Borrower by any third party any such application
                                         or petition, which application or petition is not dismissed or withdrawn within thirty
                                         (30) days from the date of filing thereof;



 


		6.4.	Merger
                                         without assumption. The Borrower consolidates or amalgamates with, or merges with
                                         or into, or transfers all or substantially all its assets to, or reorganises, reincorporates
                                         or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation,
                                         merger, transfer, reorganisation, reincorporation or reconstitution the resulting, surviving
                                         or transferee entity fails to assume all the obligations and undertakings of such party
                                         under this Agreement (including, for the avoidance of doubt, the obligations and undertakings
                                         relating to Repayment Conversion under section 3.1 above).



 


 


 




    	5



    	 



    


 


 


Upon
the occurrence of an Event of Default and at any time, the Lender may, by written notice to the Borrower, declare that an Event
of Default has occurred and/or that all or part of the outstanding Loan Amount is immediately due and payable, whereupon it shall
become immediately due and payable, together with all interest accrued thereon and all other amounts payable under the Transaction
Documents (including Interest, break funding fee and Repayment Amount, to the extent applicable). For avoidance of doubt, nothing
in this Section shall operate or be construed so as to prejudice or derogate from any other rights, remedies and relief available
to the Lender under this Agreement, the other Transaction Documents or by law.


 


7.            General
and Miscellaneous


 


		7.1.	Confidentiality.
                                         The terms and conditions of this Agreement and the other Transaction Documents shall
                                         be treated by the Parties as confidential information and shall not be disclosed to any
                                         person or entity except as required by law, to its auditors and other advisors (subject
                                         to confidentiality in accordance with the principles set out herein), or in connection
                                         with any assignment or transfer permitted hereunder.



 


		7.2.	Assignment.
                                         Neither Party may assign their rights and/or obligation hereunder, or any of them, without
                                         the prior written approval of the other Party, at such other Party’s discretion.



 


		7.3.	Successors
                                         and Assigns. Without prejudice to the provisions of Section 7.2 (Assignment),
                                         this Agreement shall inure to the benefit of, and be binding upon, the heirs, executors,
                                         administrators, successors and assigns of the parties hereto.



 


		7.4.	Notices.
                                         Any notice or other communication required to be given by one party hereto to another
                                         under this Agreement shall be in writing and shall be deemed to have been served: (i)
                                         if personally delivered, when actually delivered; or (ii) if sent by facsimile or e-mail,
                                         the next Business Day after receipt of confirmation of transmission; or (iii) 3 (three)
                                         Business Days after being mailed by certified or registered mail, postage prepaid (for
                                         the purposes of proving such service, it being sufficient to prove that such notice was
                                         properly addressed and posted) to the respective addresses of the parties set out herein:



 


if
to the Company:


 


Address:
92 Vandam St., New York, NY 10012, USA


 


Attention:
Shimon Citron


 


Facsimile:
1-212-222-3779


 


if
to the Lender:


 


Address:
[ ]


 


Attention:
Federica Bertollini Serrao


 


Facsimile: _______________




 


or
at such other address, facsimile or email as any party shall have furnished to the other in writing in accordance with this Section.


 


 


 







    	6



    	 



    


 


		7.5.	Entire
                                         Agreement. This Agreement and the documents referred to herein constitute the entire
                                         agreement between the parties hereto pertaining to the subject matter hereof, and any
                                         and all other written or oral agreements relating to the subject matter hereof existing
                                         between the parties hereto are expressly cancelled.



 


		7.6.	Amendment.
                                         Any term of this Agreement may be amended and the observance of any term of this Agreement
                                         may be waived (either generally or in a particular instance and either retroactively
                                         or prospectively), only with the written consent of the parties.



 


		7.7.	Severability.
                                         If any provision of this Agreement shall be deemed to be invalid or unenforceable, then
                                         unless such invalidity or unenforceability goes to the root of the Agreement, such invalidity
                                         or unenforceability shall not affect the validity or enforceability of any of the other
                                         provisions of this Agreement and the remaining provisions shall be severable and enforceable
                                         in accordance with their terms.



 


		7.8.	Remedies
                                         and Waivers. No failure to exercise, nor any delay in exercising on the part of a
                                         Party any right or remedy hereunder or under law shall operate as a waiver thereof, nor
                                         shall any single or partial exercise of any right or remedy prevent any further or other
                                         exercise thereof or the exercise of any other right or remedy. The rights and remedies
                                         provided under the Transaction Documents are cumulative and not exhaustive of any rights
                                         or remedies provided by law. Any extension of time or waiver given, or compromise made,
                                         with respect to a specific event by the Lender, shall apply only with respect to such
                                         specific event and shall not be interpreted as applying to any other event and shall
                                         not derogate from the Lender’s rights under this Agreement or law (save as expressly
                                         stated in such waiver or compromise).



 


		7.9.	No
                                         Third Party Beneficiaries. This Agreement is made for the Parties hereto, and no
                                         third party shall have any right hereunder or be deemed a beneficiary hereof.



 


		7.10.	Governing
                                         Law; Jurisdiction. This Agreement and all non-contractual obligations arising out
                                         of or in connections with it shall be governed by and construed in accordance with English
                                         law. Each of the parties hereto irrevocably agrees that the courts of England shall have
                                         jurisdiction to hear and determine any suit, action or proceeding, and to settle any
                                         disputes which may arise out of or in connection with this Agreement and, for such purposes,
                                         irrevocably submits to the jurisdiction of such courts.



 


		7.11.	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which shall be
                                         enforceable against the parties actually executing such counterparts, and all of which
                                         together shall constitute one instrument.



 


 


 







    	7



    	 



    


 











IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title:
Director
	
        /s/ Federica Bertollini 

        Gaia Services Limited

        By: Federica Bertollini

        Title: Director



 


8


 















    

    

    

 





IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title: Director

         
	
        /s/ Davide Crist Arella 

        HRA Srl 

        By: Davide Crist Arella 

        Title: Director

         

         





 


9


 










    

    

    




 


IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title:
Director
	
        /s/ Philipp Lehner

        Philipp Lehner

        By: Philipp Lehner

        



 


10


 










    

    

    




 


IN WITNESS WHEREOF,
the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.





	
        /s/ Shimon
        Citron 

        Win Global Markets Inc

        By: Shimon
        Citron

        Title: Director

         
	
        /s/ Paolo De Spirt 

        Paolo De Spirt 

        By: Paolo De Spirt

         

         



 



 


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