Exhibit 10.2


 


AnPac
Bio-Medical Science Co., Ltd.


 


Convertible
Debenture


 


Principal Amount: $[ ]


Debenture Issuance Date: [ ], 2021


Debenture Number: ANPC-[ ]


 


FOR VALUE RECEIVED,
AnPac Bio-Medical Science Co., Ltd., a British Virgin Islands company (the "Company"), hereby promises to pay to
the order of [ ], or its registered assigns (the "Holder") the amount set out above as the Principal Amount (as reduced
pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon
the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to
pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as
the Debenture Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date
(as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms
hereof). This Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this "Debenture")
was originally issued pursuant to the Securities Purchase Agreement dated [ ], 2021 (the “Securities Purchase Agreement”)
by and among the Company and the buyers signatory thereto. Certain capitalized terms used herein are defined in Section (12).


 


(1)            GENERAL
TERMS


 


(a)            Maturity
Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued
and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Debenture. The "Maturity Date"
shall be [ ]1, 2022, as may be extended at
the option of the Holder.


 


(b)            Interest
Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 0% (“Interest
Rate”), which Interest Rate shall increase to an annual rate of 15% for any such day that the Closing Bid Price is below the
Floor Price. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted
by applicable law.


 


(c)            Early
Redemption. The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”) early
a portion or all amounts outstanding under this Debenture as described in this Section; provided that the Company provides the
Holder with at least 5 Business Days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise
an Optional Redemption. Each Redemption Notice shall be irrevocable and shall specify the outstanding Principal and/ or accrued but unpaid
interest to be redeemed. After receipt of the Redemption Notice, the Holder shall have 5 Business Days to elect to convert all or any
portion of Convertible Debentures. On the 6th Business Day after the Redemption Notice, the Company shall deliver to the Holder the Redemption
Amount with respect to the Principal and/ or accrued but unpaid interest amount redeemed after giving effect to conversions effected
during the 5 Business Day period.


 


 






1 Insert date 12 months from the issuance date


 






     


     


    

 


(2)            EVENTS
OF DEFAULT.


 


(a)            The
outstanding amount under this Debenture shall increase by 5% in an Event of Default and if the Company fails to cure such default within
fifteen (15) Trading Days. An “Event of Default”, wherever used herein, means any one of the following events (whatever
the reason and whether it shall be voluntary or involuntary or 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):


 


(i)            the
Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture or
any other Transaction Document within fifteen (15) Business Days after such payment is due;


 


(ii)            the
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary
of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company
suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a
general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that
it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company
shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company
or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting
any of the foregoing;


 


(iii)            the
ADS shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of 10 consecutive Trading Days;


 


(iv)            the
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section (12) unless
in connection with such Change of Control Transaction this Debenture is retired; or


 


(v)            the
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Debenture (except as may be covered by Section (2)(a)(i) through (iv) hereof)
or any Transaction Document (as defined in Section (12)) which is not cured within the time prescribed.


 






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(3)     CONVERSION
OF DEBENTURE.     This Debenture shall be convertible into ADSs, on the terms and conditions set forth
in this Section (3).


 


(a)            Conversion
Right. Subject to the provisions of Section (3)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable ADSs in accordance
with Section (3)(b), at the Conversion Rate (as defined below). The number of ADSs issuable upon conversion of any Conversion Amount
pursuant to this Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price
(the "Conversion Rate"). The Company shall not issue any fraction of ADS upon any conversion. All calculations under
this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of ADS,
the Company shall round such fraction of an ADS up to the nearest whole ADS.


 


(i)            "Conversion
Amount" means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which
this determination is being made.


 


(ii)            "Conversion
Price" means, as of any Conversion Date (as defined below) or other date of determination the lower of (i) $15.00 (the “Fixed
Conversion Price”), or (ii) the lower of (x) 82% of the Closing Bid Price or (y) 80% of the VWAPs during the
10 consecutive Trading Days, immediately preceding the Conversion Date or other date of determination (the “Variable Conversion
Price”), but not lower than the Floor Price. The Conversion Price shall be adjusted from time to time pursuant to the other
terms and conditions of this Debenture.


 


(b)            Mechanics
of Conversion.


 


(i)            Optional
Conversion. To convert any Conversion Amount into ADSs on any date (a "Conversion Date"), the Holder shall (A) transmit
by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice
of conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to the Company and (B) if
required by Section (3)(b)(ii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the
Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss,
theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the "ADS Delivery
Date"), the Company shall (X) if legends are not required to be placed on certificates of ADSs and provided that the Transfer
Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such
aggregate number of ADSs to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its
Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the
Holder or its designee, for the number of ADSs to which the Holder shall be entitled which certificates shall not bear any restrictive
legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion
and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the
Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its
own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons
entitled to receive the ADSs issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders
of such ADSs upon the transmission of a Conversion Notice.


 


(ii)            Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount
represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice
may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder
and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such
other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.


 






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(c)            Limitations
on Conversions.


 


(i)            Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Debenture or receive ADSs hereunder to the extent that
after giving effect to such conversion or receipt of such ADSs, the Holder, together with any affiliate thereof, would beneficially own
(as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of
4.99% of the number of ADSs outstanding immediately after giving effect to such conversion or receipt of ADSs as payment of interest.
Since the Holder will not be obligated to report to the Company the number of ADSs it may hold at the time of a conversion hereunder,
unless the conversion at issue would result in the issuance of ADSs in excess of 4.99% of the then outstanding ADSs without regard to
any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation
to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Principal
amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion
Notice for a Principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially
own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall
honor the conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section (3)(a) and,
any Principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Debenture.
The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65
days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 


(ii)            Nasdaq
Rule 5635(d) Limitations. The Company shall not issue any ADS pursuant to the terms of this Debenture if the issuance of
such ADSs would exceed the aggregate number of ADSs that the Company may issue upon conversion of the Debenture in compliance with the
Company’s obligations under the rules or regulations of the Nasdaq Global Market (the number of ADSs which may be issued without
violating such rules and regulations is 2,808,601 ADSs, representing 22,808,601 Class A ordinary
shares and shall be referred to as the “Exchange Cap”), except that such limitation shall not apply in the event
that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Nasdaq Global Market
for issuances of ADSs in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval
is not required under British Virgin Islands laws.


 


(d)            Other
Provisions.


 


(i)            All
calculations under this Section (3) shall be rounded to the nearest $0.0001 or whole ADS.


 


(ii)            The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued ADSs solely for the purpose
of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive
rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the ADSs
as shall be issuable (taking into account the adjustments and restrictions set forth herein) upon the conversion of the outstanding Principal
amount of this Debenture and payment of interest hereunder. The Company covenants that all ADSs that shall be so issuable shall, upon
issue, be duly and validly authorized, issued and fully paid, nonassessable.


 






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(iii)            Nothing
herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for
the Company’s failure to deliver certificates representing ADSs upon conversion within the period specified herein and such Holder
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


(4)            Adjustments
to Conversion Price


 


(a)            Adjustment
of Conversion Price upon Subdivision of ADSs. If the Company, at any time while this Debenture is outstanding, shall (a) pay
a stock dividend or otherwise make a distribution or distributions on ADSs or any other equity or equity equivalent securities payable
in ADSs, (b) subdivide outstanding ADSs into a larger number of shares, (c) combine (including by way of reverse stock split)
outstanding ADSs into a smaller number of shares, or (d) issue by reclassification of shares of the ADSs any shares of capital stock
of the Company, then each of the Fixed Conversion Price and the Floor Price shall be multiplied by a fraction of which the numerator shall
be the number of ADSs (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number
of ADSs outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


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


 


(c)            Whenever
the Conversion Price is adjusted pursuant to Section (4) hereof, the Company shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 






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(d)            In
case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2) sale
by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions,
a Holder shall have the right to (A) exercise any rights, (B) convert the aggregate amount of this Debenture then outstanding
into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of ADSs following such
merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of
securities, cash and property as the ADSs into which such aggregate Principal amount of this Debenture could have been converted immediately
prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the
surviving entity to issue to the Holder a convertible Debenture with a Principal amount equal to the aggregate Principal amount of this
Debenture then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible
Debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all
of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were
issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible
Debentures shall be based upon the amount of securities, cash and property that each share of ADSs would receive in such transaction and
the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger,
sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property
set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive
such events.


 


(5)            REISSUANCE
OF THIS DEBENTURE.


 


(a)            Transfer.
If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Debenture, registered in the name of the registered transferee or assignee, representing
the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less then the entire
outstanding Principal is being transferred, a new Debenture to the Holder representing the outstanding Principal not being transferred.
The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section (3)(b)(ii) following
conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the
Principal stated on the face of this Debenture.


 


(b)            Lost,
Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company
shall execute and deliver to the Holder a new Debenture representing the outstanding Principal.


 


(c)            Debenture
Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Debenture or Debentures (in accordance with this Section (5)) representing in the aggregate the
outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated
by the Holder at the time of such surrender.


 


(6)     NOTICES.     Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter
and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or
(ii) one (1) Business Day after deposit with an overnight courier service with next-day international delivery specified, in
each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail.


 






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(7)            Except
as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the Principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in
the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding,
the Company shall not and shall cause its subsidiaries not to, without the consent of the Holder, amend its certificate of incorporation,
memorandum or articles of association, bylaws or other charter documents so as to adversely affect any rights of the Holder.


 


(8)            This
Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to
vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings
of the Company, unless and to the extent converted into ADSs in accordance with the terms hereof.


 


(9)            This
Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts
of laws thereof. Each of the parties consents to the jurisdiction of the Supreme Court of the State of New York located in the City of
New York, Borough of Manhattan, and the U.S. District Court for the Southern District of New York in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on
forum non conveniens to the bringing of any such proceeding in such jurisdictions. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 


(10)            Any
waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence
to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.


 


(11)            If
any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the Principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.


 






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(12)     CERTAIN
DEFINITIONS     For purposes of this Debenture, the following terms shall have the following meanings:


 


(a)            “ADS”
means American Depository Share, each representing one Class A ordinary share in the capital of the Company with a par value of $0.01
each and shares of any other class into which such shares may hereafter be changed or reclassified.


 


(b)            "Bloomberg"
means Bloomberg Financial Markets.


 


(c)            “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions are authorized or required by law or other government action to close.


 


(d)            “Change
of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity
or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through
legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting
securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities
of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time
of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member
of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the date
hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation
or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions
with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is
bound, providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed
a Change of Control Transaction under this provision.


 


(e)            “Closing
Bid Price” means the price per share in the last reported trade of the ADSs on a Primary Market or on the exchange which the
ADSs is then listed as quoted by Bloomberg.


 


(f)            “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for ADSs.


 


(g)            “Commission”
means the Securities and Exchange Commission.


 


(h)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(i)            “Floor
Price” means 2.50 per share. If the Closing Bid Price during each of the 10 consecutive Trading Days immediately preceding the
Conversion Date or other date of determination is lower than $2.50, the Floor Price shall be adjusted to equal the average Closing Bid
Price of the 10 consecutive Trading Days immediately preceding the Conversion Date. But in no event should the Floor Price be lower than
$1.00 per share.


 


(j)            “Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with
or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned subsidiary
of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of ADSs are permitted to tender or exchange their shares for other securities, cash or property,
or (4) the Company effects any reclassification of the ADSs or any compulsory share exchange pursuant to which the ADSs is effectively
converted into or exchanged for other securities, cash or property.


 






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(k)            “Options”
means any rights, warrants or options to subscribe for or purchase ADSs or Convertible Securities


 


(l)            “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.


 


(m)            “Primary
Market” means any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, or
the OTC QB, and any successor to any of the foregoing markets or exchanges.


 


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


 


(o)            “Trading
Day” means a day on which the ADSs are quoted or traded on a Primary Market on which the ADSs are then quoted or listed; provided,
that in the event that the ADSs are not listed or quoted, then Trading Day shall mean a Business Day.


 


(p)            “Transaction
Document(s)” shall mean this Debenture, along with the Securities Purchase Agreement and any other documents or agreements entered
into in connection with the foregoing.


 


(q)            "VWAP"
means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market as reported
by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	COMPANY:
	 	AnPac Bio-Medical Science Co., Ltd.
	 	 
	 	By:	
	 	Name:	Chris Chang Yu
	 	Title:	Chief Executive Officer
	 	 



 


	 	Accepted by HOLDER:
	 	[ ]
	 	
	 	By:	
	 	Name:	
	 	Title:	




 






     


     


    

 


EXHIBIT I

CONVERSION NOTICE


 


(To be executed by the Holder in order to Convert
the Debenture)


 


TO: AnPac Bio-Medical Science Co., Ltd.


Via Email:


 


The undersigned hereby irrevocably
elects to convert a portion of the outstanding and unpaid Conversion Amount of Debenture No. ANPC-[-] into ADSs of AnPac
Bio-Medical Science Co., Ltd., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	 
	Principal Amount to be Converted:	 
	Accrued Interest to be Converted:	 
	Total Conversion Amount to be converted:	 
	Fixed Conversion Price: 	 
	
    Variable Conversion Price:

    Applicable Conversion Price:

    Number of ADSs to be issued:
	 
	 	 
	Please issue the ADSs in the following name and to the following address:
	Issue to:	
     

     

	 	 
	Authorized Signature:	
	Name:	
	Title:	
	Broker DTC Participant Code:	
	Account Number: