TransAKT Ltd. - Exhibit 10.2 - Filed by newsfilecorp.com






THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SUCH SALE, TRANSFER OR
ASSIGNMENT IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR SATISFIES THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE COMMISSION, OR IS EFFECTED PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH SALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM
SUCH REGISTRATION. 

TRANSAKT LTD. 

UNSECURED CONVERTIBLE PROMISSORY NOTE 

	US$1,000,000 	Issuance Date: July 15, 2016 
	 	 
	  	Maturity Date: July 14, 2018



       
    TransAKT Ltd.., a Nevada corporation (the
“Company”), for value received, promises to pay to the order of Ho
Kang-Wing, or its permitted assigns (the “Holder”), the principal sum of
One Million United States Dollars (US$1,000,000) plus simple interest at the
rate of eight percent (8%) per annum, calculated daily, in arrears, based on a
360 day year and 30 day month, from the date of this Note until fully-paid, or
until converted pursuant to Section 5 hereof. 

        
   1.      
 Maturity. This Note shall mature automatically and the
entire outstanding principal amount, together with all interest accrued under
this Note, shall become due and payable on the date that is two (2) years from
the date of issuance (“Maturity Date”), unless this Note, before such
date, is converted into shares of capital stock of the Company at the election
of the Company pursuant to Section 5 hereof. 

      
     2.      
 Payment of Principal and Interest. Payments of principal and
any accrued interest are to be made on or before the Maturity Date. All payments
are to be made at the address of Holder set forth under Section 9(h) of this
Note or at such other place as the Holder designates to the Company in writing.
Interest under this Note shall be computed on the basis of a 360-day year and 30
day month.

      
     3.       
Prepayment. Subject to the Holder’s right to convert pursuant to
Section 5, this Note may be prepaid in whole or in part at any time, without
penalty. Any prepayment shall be first applied against any accrued and unpaid
interest and then to reduce the amount of principal due under this Note. 

       
    4.       
Waiver of Presentment. The Company hereby expressly waives demand
and presentment for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate, bringing of
suit and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and
to be owing hereunder, regardless of and without any notice, diligence, act or
omission as or with respect to the collection of any amount called for
hereunder. 

           
5.        Conversion of Note.


      
     (a)      
 Conversion into Stock. At the option of the Holder, at any time,
the outstanding principal amount of this Note and any accrued interest may be
converted, in whole or in part, into fully-paid and non-assessable restricted
shares of common stock at the Conversion Price (as defined herein). The number
of such shares of common stock that Holder shall be entitled to receive, and
shall receive, upon such conversion shall be determined by dividing the amount
of principal and interest under this Note being so converted by the Conversion
Price (as defined herein). The election of the Company to convert shall be
irrevocable and the date the Holder elects to convert shall be the
“Conversion Date.”

         
  (b)        Conversion
Price. Subject to adjustment as provided below, the “Conversion
Price” shall equal $0.01 per share. 

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  (c)        Stock
Certificates. Upon conversion into common stock, the Company shall issue and
deliver to Holder, or to Holder’s nominee or nominees, a certificate or
certificates representing the number of restricted shares of common stock to
which Holder shall be entitled as a result of conversion as provided herein. The
certificate shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO A REGISTRATION STATEMENT
WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT AND UNDER ANY
APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION, AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH ACT AND STATE SECURITIES LAWS IS AVAILABLE.” 

      
     (d)      
 Adjustment for Stock Splits and Combinations. If the Company, at
any time while this Note is outstanding: (A) pays a stock dividend or otherwise
makes a distribution or distributions in shares of its common stock or any other
equity or equity equivalent securities payable in shares of common stock, (B)
subdivides outstanding shares of common stock into a larger number of shares,
(C) combines (including by way of reverse stock split) outstanding shares of
common stock into a smaller number of shares, or (D) issues by reclassification
of shares of the common stock any shares of capital stock of the Company, then
the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of common stock (excluding treasury shares, if
any) outstanding before such event and of which the denominator shall be the
number of shares of common stock 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.


      
     6.      
 No Rights as Stockholder. This Note does not entitle Holder
to voting rights or any other right as a shareholder of the Company before the
conversion hereof.

      
     7.      
 Loss, Theft or Destruction of Note. Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft or
destruction of this Note and of indemnity or security reasonably satisfactory to
the Company, the Company shall make and deliver a new Note that shall carry the
same rights to interest (unpaid and to accrue) carried by this Note, stating
that such Note is issued in replacement of this Note, making reference to the
original date of issuance of this Note (and any successor hereto) and dated as
of such cancellation, in lieu of this Note. 

      
     8.       
Severability. Every provision of this Note is intended to be
severable. If any term or provision hereof is declared by a court of competent
jurisdiction to be illegal or invalid for any reason whatsoever, such illegality
or invalidity shall not affect the balance of the terms and provisions hereof,
which terms and provisions shall remain binding and enforceable. 

           
9.        Miscellaneous. 

         
  (a)        No Fractional Units
or Scrip. No fractional shares or scrip representing fractional units shall
be issued upon the conversion of this Note. In lieu of any fractional shares to
which Holder otherwise would be entitled, the Company shall round up to the
nearest whole share.

      
     (b)      
 Governing Law. This Note shall constitute a contract under the laws
of the State of Nevada and for all purposes shall be construed in accordance
with and governed by the laws of the State of Nevada, without regard to the
conflicts of laws provisions thereof. 

       
    (c)      
 Compliance With Usury Laws. The Company and Holder intend to comply
with all applicable usury laws. In fulfilling this intention, all agreements
between the Company and Holder are expressly limited so that the amount of
interest paid or agreed to be paid to Holder for the use, forbearance, or
detention of money under this Note shall not exceed the maximum amount
permissible under applicable law. 

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If for any reason payment of any amount required under this Note shall be
prohibited by law, then the obligation shall be reduced to the maximum allowable
by law. If for any reason Holder receives as interest an amount that would
exceed the highest lawful rate, then the amount which would constitute excessive
interest shall be applied to the reduction of the principal of this Note and not
to the payment of interest. If any conflict arises between this provision and
any provision of any other agreement between the Company and Holder, then this
provision shall control. 

           
(d)        Legal Representation.
Holder agrees and represents that such party has been represented by such
party's own legal counsel with regard to all aspects of this Note, or if such
party is acting without legal counsel, that such party has had adequate
opportunity and has been encouraged to seek the advice of such party's own legal
counsel prior to the execution of this Agreement. 

           
(e)        Jurisdiction. Any action
whatsoever brought upon or relating to this Note shall be instituted and
prosecuted in the state courts located in Clark County, Nevada, or the federal
district court therefore, and each party waives the right to change the venue.
The parties hereto further consent to accept service of process in any such
action or proceeding by certified mail, return receipt requested.

       
    (f)       
Restrictions. Holder acknowledges that all shares of common stock
acquired upon the conversion of this Note shall be subject to restrictions on
resale imposed by state and federal securities laws. 

      
     (g)       
Assignment. Subject to restrictions on resale imposed by state and
federal securities laws, Holder may assign this Note or any of the rights,
interests or obligations hereunder, by operation of law or otherwise, in whole
or in part, to any person or entity so long as such assignee agrees to be bound
by the terms and conditions of the Agreement (including the representations and
warranties of the Holder therein). Effective upon any such assignment, the
person or entity to whom such rights, interests and obligations are assigned
shall have and exercise all of Holder’s rights, interests and obligations
hereunder as if such person or entity were the original Holder of this Note.


      
     (h)      
 Notices. Any notice, request or other communication required or
permitted hereunder shall be given upon personal delivery, overnight courier or
upon the fifth (5th) day following mailing by registered mail (or
certified first class mail if both the addresser and addressee are located in
the United States), postage prepaid and addressed to the parties hereto as
follows: 

	 	To the Company: 	TransAKT Ltd. 
	 	  	Unit 8, 3/F. Wah Yiu Industrial
      Centre, 30-32 Au Pui Wan St. 
	 	  	Fotan, Hong Kong 
	 	  	Fax : (852) 3547 7993 
	 	  	  
	 	  	Attention: Yam Chi Wah
  
	 	  	  
	 	  	  
	 	To Holder: 	Ho Kang-Wing 
	 	  	Unit 8, 3/F. Wah Yiu Industrial
      Centre, 30-32 Au Pui Wan St. 
	 	  	Fotan, Hong Kong 
	 	  	Fax : (852) 3547 7993
  


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    IN WITNESS WHEREOF, TransAKT Ltd. has caused this
Unsecured Convertible Promissory Note to be executed by its officer thereunto
duly authorized. 

	 	The “Company” 
	 	  
	 	TRANSAKT LTD. 
	 	a Nevada corporation 
	 	  
	 	  
	 	/s/
      Yam Chi Wah 
	 	By: Yam Chi Wah 
	 	Its: Chief Financial Officer




	Accepted and Agreed to: 	The “Holder” 
	  	  
	  	  
	  	  
	  	/s/
      Ho Kang-Wing 
	  	By: Ho
      Kang-Wing 


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