Exhibit
10.2


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS
NOT REQUIRED.


 


AMERICAN
MEDICAL REIT INC.


 


CONVERTIBLE
PROMISSORY NOTE


 


$8,350,000.00


 


October
29, 2021


 


FOR
VALUE RECEIVED, the undersigned, AMERICAN MEDICAL REIT INC., a Maryland corporation (the “Borrower”), hereby
promises to pay to the order of ALSET INTERNATIONAL LIMITED., a Republic of Singapore limited company (together with its successors and
permitted assigns, the “Lender”), in lawful money of the United States of America, without setoff and in immediately
available funds, the principal sum of Eight Million, Three Hundred Fifty Thousand Dollars ($8,350,000.00) (“Note Principal”),
together with interest thereon from the date of this Promissory Note (this “Note”). Said principal sum is due on demand,
and the absence of any demand is due twenty-five (25) months from the date hereof (the “Maturity Date”). Interest
on the outstanding balance of this Note shall accrue at a rate of eight percent (8.00%) per annum, and shall be payable in accordance
with the terms of this Note.


 


1.
Payment. The Borrower shall be entitled to prepay or repay all or any portion of this Note in cash upon thirty (30) days written
notice to Lender, without premium or penalty. Payment of interest shall be made in cash quarterly in arrears commencing on the 29th
day of January 2022, and continue on the 29th day of each April, July, October and January thereafter through the Maturity
Date. Each payment shall be in the amount of the accrued, but unpaid, interest through the date immediately preceding the date such payment
is due. If not sooner paid, the entire unpaid principal balance of this Note and all unpaid accrued interest shall be due and payable
in full on the Maturity Date. All payments made by the Borrower shall be applied first, to any unpaid fees and expenses of the
Lender, second, to accrued interest and third, to the outstanding principal of this Note.


 


2.
Conversion of Note.


 


(a)
Subject to and upon compliance with the provision of this Section 2, at the option of the Holder, at any time on or before the Maturity
Date the unpaid principal and interest balance of the Note may be converted in whole or in part, into fully-paid and non-assessable shares
of Common Stock, par value $0.001 per share, of the Company (the “Shares”) at variable conversion rate equal to $10.00 per
share, except as otherwise adjusted below (the “Conversion Price”). The conversion date shall be the date that such Notice
of Conversion is deemed delivered hereunder. Upon conversion of the entire principal balance, the principal represented thereby shall
be canceled. Such conversion shall be effectuated by the Holder submitting to the Company a notice of conversion attached hereto as Exhibit
A (the “Conversion Notice”). The Conversion Notice shall state the dollar amount thereof to be so converted and shall
include or be accompanied by representations as to the Holder’s investment intent substantially similar to those contained in this
Note. Shares issuable upon conversion of the Note shall be issued in the name of the Holder and shall be transferrable only in accordance
with all of the terms and restrictions contained herein.


 




    	1



     


    

 


(b)
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion
Price or round up to the next whole share.


 


(c)
Subdivision or Combination. Whenever the Company shall subdivide or combine the outstanding shares of Common Stock issuable upon
conversion of this Note, the Conversion Price in effect immediately prior to such subdivision or combination shall be proportionately
decreased in the case of subdivision or increased in the case of combination effective at the time of such subdivision or combination.


 


(d)
Reclassification or Change. Whenever any reclassification or change of the outstanding shares of Common Stock shall occur (other
than a change in par value, or from par value to no par, or from no par to par value, or as a result of a subdivision or combination),
effective provision shall be made whereby the Holder shall have the right, at any time thereafter, to receive upon conversion of the
Note the kind of stock, other securities or property receivable upon such reclassification by a holder of the number of share of Common
Stock issuable upon conversion of this Note immediately prior to such reclassification. Thereafter, the rights of the parties hereto
with respect to the adjustments of the amount of securities or other property obtainable upon conversion of this Note shall be appropriately
continued and preserved, so as to afford as nearly as may be possible protection of the nature afforded by this subparagraph (e).


 


(e)
Merger. If, prior to repayment of the obligations relevant hereto, or prior to conversion of this Note into equity in the Company,
the Company shall be consolidated or merged with another company, or substantially all of its assets shall be sold to another company
in exchange for stock with the view to distributing such stock to its shareholders, each share of stock into which this Note is convertible
shall be replaced for the purposes hereof by a pro rata amount of the securities or property issuable or distributable, based upon percentage
of the Company’s common stock which a Holder would have owned had there been a conversion herein after consummation of such merger,
consolidation or sale and adequate provision to that effect shall be made at the time thereof. The Company will provide the Holder at
least thirty (30) days prior written notice of any event described in this subsection (e).


 


3.
Default and Remedies. If the Borrower shall default in the payment of any amount within five days after the due date thereof,
and a subsequent five day cure period, then an “Event of Default” shall exist. Upon the occurrence of an Event of
Default and during the continuation thereof, the Lender may declare this Note to be due and payable, and the Lender may exercise and
shall have any and all rights and remedies available to it under applicable law and this Note or otherwise and may take any such action
and exercise any such power as it may elect to enforce its rights and remedies under applicable law and this Note. No right or remedy
herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein, and every such right or remedy
contained herein or now or hereafter existing at law or in equity or by statute, or otherwise may be exercised separately or in any combination.


 


4.
Representations of the Lender. The Lender represents and warrants to the Borrower the following:


 


(a)
Organization; Authority. The Lender is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the Note and otherwise to carry out its obligations
hereunder and thereunder.


 




    	2



     


    

 


(b)
Information. The Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and
operations of the Borrower and materials relating to the offer and issuance of the Note that have been requested by the Lender. The Lender
and its advisors, if any, have been afforded the opportunity to ask questions of the Borrower. Neither such inquiries nor any other due
diligence investigations conducted by the Lender or its advisors, if any, or its representatives shall modify, amend or affect the Lender’s
right to rely on the Borrower’s representations and warranties contained herein. The Lender understands that its investment in
the Note involves a high degree of risk. The Lender has sought such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision with respect to entering into the Note.


 


(c)
Validity; Enforcement. This Note has been duly and validly authorized, executed and delivered on behalf of the Lender and shall
constitute the legal, valid and binding obligations of the Lender enforceable against the Lender in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.


 


(d)
No Conflicts. The execution, delivery and performance by the Lender of this Note and the consummation by the Lender of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Lender, or (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Lender is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws)
applicable to the Lender, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which
could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Lender to
perform its obligations hereunder.


 


(e)
Experience of the Lender. The Lender, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in
the Note and the Borrower, and has so evaluated the merits and risks of such investment. The Lender is able to bear the economic risk
of an investment in the Note and, at the present time, is able to afford a complete loss of such investment.


 


5.
Borrower Representations. The Borrower represents and warrants to the Lender that:


 


(a)
Organization and Qualification. The Borrower is duly organized and validly existing and in good standing under the laws of the
jurisdiction in which it is formed, and has the requisite power and authority to carry on its business as now being conducted and as
presently proposed to be conducted. The Borrower is duly qualified as a foreign entity to do business and is in good standing in every
jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except
to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i)
the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects
of the Borrower, (ii) the transactions contemplated hereby or any other agreements or instruments to be entered into in connection herewith
or therewith or (iii) the authority or ability of the Borrower to perform any of their respective obligations under the Note.


 




    	3



     


    

 


(b)
Authorization; Enforcement; Validity. The Borrower has the requisite power and authority to enter into and perform its obligations
under this Note and to issue the Note in accordance with the terms hereof and thereof. The execution and delivery of this Note, and the
consummation by the Borrower of the transactions contemplated hereby and thereby have been duly authorized by the Borrower’s board
of directors or other governing body, as applicable, and (other than the potential filing with the SEC of a Form D and any other filings
as may be required by any state securities agencies) no further filing, consent or authorization is required by the Borrower. This Note
has been duly executed and delivered by the Borrower, and constitutes the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with its respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited
by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.


 


(c)
Issuance of Note. The issuance of the Note is duly authorized and upon issuance shall be validly issued, fully paid and non-assessable
and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal,
encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof.


 


(d)
No Conflicts. The execution, delivery and performance of the Note by the Borrower and the consummation by the Borrower of the
transactions contemplated hereby and thereby will not (i) result in a violation of its Articles of Incorporation, Bylaws or other organizational
documents of the Borrower, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
material agreement, indenture or instrument to which the Borrower is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and including all
applicable foreign, federal and state laws, rules and regulations) applicable to the Borrower or by which any property or asset of the
Borrower is bound or affected other than, in the case of clause (ii) above, such conflicts, defaults or rights that could not reasonably
be expected to have a Material Adverse Effect.


 


(e)
Consents. The Borrower is not required to obtain any consent from, authorization or order of, or make any filing or registration
with (other than the potential filing with the SEC of any periodic report under the Borrower’s reporting obligations or a Form
D and any other filings as may be required by any federal or state securities agencies or the filing of any registration statement pursuant
to which the Lender shall have any registration rights as contemplated by the Warrant), any Governmental Entity (as defined below) or
any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations
under or contemplated by the Note, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders,
filings and registrations which the Borrower is required to obtain pursuant to the preceding sentence have been or will be obtained or
effected on or prior to the execution of this Note, and the Borrower is not aware of any facts or circumstances which might prevent the
Borrower from obtaining or effecting any of the registration, application or filings contemplated by the Note. “Governmental Entity”
means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,
municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency,
branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or
entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature
or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international
organization or any of the foregoing.


 




    	4



     


    

 


(f)
No Integrated Offering. None of the Borrower, nor any Person acting on their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Note
under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Note to require approval
of stockholders of the Borrower for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Borrower
are listed or designated for quotation.


 


(g)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is reasonably expected to exist or occur, with respect to the Borrower, that could have a material adverse effect on the
Lender’s investment hereunder or could have a Material Adverse Effect.


 


(h)
Conduct of Business; Regulatory Permits. The Borrower is not in violation of any term of or in default under its Articles of Incorporation,
or Bylaws. The Borrower is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to
the Borrower, and the Borrower will conduct its business in violation of any of the foregoing, except in all cases for possible violations
which could not, individually or in the aggregate, have a Material Adverse Effect.


 


(i)
Transfer Taxes. On a closing date, all stock transfer or other taxes (other than income or similar taxes) which are required to
be paid in connection with the issuance, sale and transfer of the Note to be issued to the Lender hereunder will be, or will have been,
fully paid or provided for by the Borrower, and all laws imposing such taxes will be or will have been complied with.


 


(j)
No Disqualification Events. With respect to the Note to be issued, none of the Borrower, any director, executive officer, other
officer of the Borrower participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Borrower’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405
under the 1933 Act) connected with the Borrower in any capacity at the time of sale is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”).


 


(k)
Reservation of Shares Issuable Upon Conversion. The Borrower covenants that, subject to the terms and conditions set forth in
the Note, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares
of Common Stock at least equal to permit a conversion of the Note.


 


6.
Assignment. The rights and obligations of the Borrower and the Lender shall be binding upon and inure to the benefit of the permitted
successors, assigns and transferees of the parties hereto, provided that no transfer or assignment by Borrower shall be effective without
the consent of Lender (which consent may be withheld in the sole and absolute discretion).


 




    	5



     


    

 


7.
Amendment. No amendment or waiver of any provision of this Note, or consent to any departure by the Borrower therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Borrower and the Lender, and then such amendment, waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


8.
Waiver. No waiver of any obligation of the Borrower under this Note shall be effective unless it is in a writing signed by the
Lender. A waiver by the Lender of any right or remedy under this Note on any occasion shall not be a bar to exercise of the same right
or remedy on any subsequent occasion or of any other right or remedy at any time. The Borrower hereby expressly waives presentment, demand,
and protest, notice of demand, dishonor and nonpayment of this Note, and all other notices or demands of any kind in connection with
the delivery, acceptance, performance, default or enforcement hereof, except as expressly provided for herein.


 


9.
Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall
be by registered or certified first-class mail, return receipt requested, facsimile, electronic mail, courier service or personal delivery
to:


 


American
Medical REIT, Inc.


David
Young


8547
E. Arapahoe Road Number J453


Greenwood
Village, CO 80112


 


And


 


Alset
International Limited


Alan
Lui


7
Temasek Boulevard #29-01B


Suntec
Tower One, Singapore 038987


 


10.
Governing Law; Venue. This Note is delivered in and shall be enforceable in accordance with the laws of the State of Texas (other
than its conflict of laws principles) and shall be construed in accordance therewith. THE BORROWER SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS, IN CONNECTION WITH ANY ACTION OR OTHER PROCEEDING RELATED TO THIS NOTE
OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER IRREVOCABLY WAIVES AND AGREES NOT TO MAKE, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OF ANY SUCH COURT OR TO THE LAYING OF VENUE OF ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. The Borrower hereby waives, to the fullest extent permitted by law, any right to stay or dismiss any action or proceeding
under or in connection with this Note brought before the foregoing courts on the basis of (i) any claim that such party is not personally
subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described
legal process, (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper
or that this Note may not be enforced by such courts, or (iii) any other defense that would hinder the levy, execution or collection
of any amount to which any party is entitled pursuant to any final judgment of any court having jurisdiction.


 




    	6



     


    

 


11
Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal
or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate
or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void
and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force
and effect and in no way shall be affected, prejudiced or disturbed thereby.


 


12.
No Personal Liability; No Joint Venture. Neither the officers or the directors of the Borrower, nor any person executing this
Note on behalf of the Borrower, shall be liable personally or be subject to any personal liability or accountability with respect to
the obligations of the Borrower under this Note by reason of the execution of this Note. Nothing contained in this Note shall be deemed
or construed to have the effect of creating between the Borrower and the Lender the relationship of principal or agent, or of a partnership
or a joint venture.


 


13.
WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE BORROWER AND THE LENDER EACH CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER OR THE BORROWER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.


 


14.
Headings. The headings contained in this Note are solely for the convenience of the Lender and the Borrower and shall not be used
or relied upon in any manner in the construction or interpretation of this Note.


 


[remainder
of page intentionally blank]


 




    	7



     


    

 


IN
WITNESS WHEREOF, the Borrower has caused its duly authorized officer to execute this Note as of the date first written above.


 


	 	AMERICAN
    MEDICAL REIT INC.
	 	 	 
	 	By:	/s/
    David Young
	 	Name:	David
    Young
	 	Title:	 


 


	ACKNOWLEDGEMENT:	 
	 	 
	/s/
    Alan Lui	 
	 	 
	Alset
    International Limited	 
	 	                            	 
	By:	Alan
    Lui	 
	Title:	 	 


 




    	 



     


    

 


EXHIBIT
A


 


CONVERSION
NOTICE


 


TO:


 


AMERICAN
MEDICAL REIT, INC.


 


The
Holder listed below hereby irrevocably exercises his/her/its right to convert ($__________) of this Note into __________________ shares
of Common Stock of American Medical REIT, Inc. at the Conversion Price of $10.00 per share in accordance with the terms of this Note,
and directs that the Common Stock issuable and deliverable upon such conversion be recorded on the books of American Medical REIT, Inc.
in the name of, and delivered to, the Holder.


 


The
Holder hereby acknowledges that the shares of Common Stock (i) have not been and will not be at the time of requisition by the undersigned
registered under the Securities Act of 1933, as amended, or under any state securities laws, and hereby represents and warrants to the
Company that he/she/it is acquiring the Common Stock for his/her/its own account, for investment, and not with a view to, or for sale
in connection with, any distribution of such Common Stock; and (ii) are transferable on in accordance with all the terms and restrictions
contained in the Note.


 


Dated:
_____________, 20 _____


 


	 	 
	 	 
	Witness	 
	Signature
    of Holder	 
	 	 
	Alset
    International Limited	 
	Printed
    Name of Holder	 
	 	 
	 	 
	EIN
    or SSN	 
	 	 
	7
    Temasek Boulevard #29-01B	 
	Address	 
	 	 
	Suntec
    Tower One, Singapore 038987	 
	City,
    State, Zip	 
	 	 
	(65)
    6333 9181	 
	Telephone	 
	 	 
	alan@alsetinternational.com	 
	Email	 


 




    	9