Exhibit 10.2


 


 


 





SECURED PROMISSORY NOTE


 


Effective Date: April 15, 2020U.S.
$6,015,000.00


 


FOR VALUE
RECEIVED, NEMAURA MEDICAL INC.,
a Nevada corporation (“Company”), DERMAL DIAGNOSTICS
LIMITED, an England and Wales corporation (“Dermal Diagnostics”),
and TRIAL CLINIC LIMITED,
an England and Wales corporation (“Trial Clinic,” and together with Dermal Diagnostics, “Borrower”),
jointly and severally promise to pay to CHICAGO VENTURE PARTNERS,
L.P., a Utah limited partnership, or its successors or assigns (“Lender”), $6,015,000.00 and any fees, charges,
and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity
Date”) in accordance with the terms set forth herein. This Secured Promissory Note (this “Note”) is
issued and made effective as of April 15, 2020 (the “Effective Date”). This Note is issued pursuant to that
certain Note Purchase Agreement dated April 15, 2020, as the same may be amended from time to time, by and between Borrower and
Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1
attached hereto and incorporated herein by this reference.


 


This
Note carries an OID of $1,000,000.00. In addition, Borrower agrees to pay $15,000.00
to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred
in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all
of which amount is fully earned and included in the initial principal balance of this Note. The purchase price for this
Note shall be $5,000,000.00 (the “Purchase Price”), computed as follows: $6,015,000.00 original principal balance,
less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by delivery of the Investor Notes
(as defined in the Purchase Agreement) and payment of the Initial Cash Purchase Price (as defined the Purchase Agreement) by wire
transfer of immediately available funds.


 


		1.	Payment; Prepayment; Monitoring Fee.



 


1.1.          
Payment. All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender
at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs of collection,
if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid monitoring fees, and thereafter, to (d) principal.


 


1.2.          
Prepayment. Borrower shall have the right to prepay all or any portion of the Outstanding Balance. If Borrower exercises
its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 110% multiplied by the portion
of the Outstanding Balance Borrower elects to repay.


 


1.3.          
Monitoring Fee. Beginning on May 1, 2020 and continuing on the first day of each month thereafter until this Note
has been paid in full, a monitoring fee equal to 0.833% of the then-current Outstanding Balance will automatically be added to
the Outstanding Balance.


 


2.               
Security. This Note is secured by the Security Agreement (as defined in the Purchase Agreement), executed by Borrower
in favor of Lender encumbering the collateral set forth therein, as more specifically set forth in the Security Agreement, all
the terms and conditions of which are hereby incorporated into and made a part of this Note.


 


3.               
Redemption. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right,
exercisable at any time in its sole and absolute discretion, to redeem any amount of this Note up to the Maximum Monthly Redemption
Amount (such amount, the “Redemption Amount”) per calendar month by providing written notice to Borrower (each,
a “Redemption Notice”). For the


 


 




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avoidance of doubt, Lender
may submit to Borrower one (1) or more Redemption Notices in any given calendar month so long as the aggregate amount being redeemed
in such month does not exceed the Maximum Monthly Redemption Amount. Upon receipt of any Redemption Notice, Borrower shall pay
the applicable Redemption Amount in cash to Lender within five (5) Trading Days of Borrower’s receipt of such Redemption
Notice.


 


		4.	Defaults and Remedies.



 


4.1.          
Defaults. The following are events of default under this Note (each, an “Event of
Default”): (a) Borrower fails to pay any principal, monitoring or other fees, charges, or any other amount when
due and payable hereunder; (b) a receiver, trustee or other similar official shall be appointed over Borrower or a material part
of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within
sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts
as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general assignment for the benefit of creditors;
(e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign);


(f) an involuntary bankruptcy
proceeding is commenced or filed against Borrower; (g) Borrower or any pledgor, trustor, or guarantor of this Note defaults or
otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or
guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement); (h) the occurrence of a
Fundamental Transaction without Lender’s prior written consent; (i) any representation, warranty or other statement made
or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction
Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material
respect when made or furnished; and (j) any United States money judgment, writ or similar process is entered or filed against Borrower
or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded
or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender. The occurrence of any event described
above in Section 4.1(g) – (j) shall not be considered an Event of Default hereunder if such event is cured within fifteen
(15) days of the occurrence thereof.


 


4.2.          
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default,
Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable
in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default,
Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the
Outstanding Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender
elects to apply the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately
due and payable at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding
Balance immediately due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing,
upon the occurrence of any Event of Default described in clauses (b), (c), (d), (e) or (f) of Section 4.1, the Outstanding Balance
as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount,
without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, monitoring fees shall accrue on the Outstanding Balance beginning on the date the applicable Event
of Default occurred at a rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable
law (“Default Monitoring Fees”). In connection with acceleration described herein, Lender need not provide,
and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender


 




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may immediately and without
expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it
under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender
shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section
4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing
herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief.


 


5.               
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind (except as set forth in Section
16 below). Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns,
and agrees to make the payments called for herein in accordance with the terms of this Note.


 


6.               
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.               
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel.


 


8.               
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note shall be governed
by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the
State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated
herein by this reference.


 


9.               
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration
Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


10.            
Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


11.            
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


 


12.            
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered,
sold, assigned or transferred by Lender without the consent of Borrower, so long as such transfer is in accordance with applicable
federal and state securities laws.


 


13.            
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


14.            
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future rates, future share


 




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prices, future trading volumes
and other relevant factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Monitoring Fees
or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed,
liquidated damages.


 


15.            
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to
achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in
full force and effect.


 


16.            
Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a)
the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that,
under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender
under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct
and offset any amount owing by Lender under any Investor Note plus the portion of the OID attributable to such Investor Note from
any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower
Offset Right, Borrower must deliver to Lender written notice of its intent to exercise the Borrower Offset Right. For the avoidance
of doubt, Borrower shall not incur any prepayment premium set forth in Section Error! Reference source not found. hereof
with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.


 


17.            
Joint and Several Obligations. To the extent applicable, any references in this Note to Borrower refer to each person
or entity constituting Borrower jointly and severally, and all promises, agreements, covenants, waivers, consents, representations,
warranties, and other provisions in this Note are made by and are binding upon each such undersigned person or entity, jointly
and severally.


 


 


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IN WITNESS WHEREOF, Borrower has caused this
Note to be duly executed as of the Effective


Date.


 




	 	BORROWER:
	 	 
	 	NEMAURA MEDICAL INC.
	 	 
	 	 
	 	By:      	/s/ Dewan F.H. Chowdhury
	 	Name:

        Title: 
	Dewan F.H. Chowdhury
Chairman and CEO



 

	 	 
	 	DERMAL DIAGNOSTICS LIMITED
	 	 
	 	 
	 	By:      	/s/ Dewan F.H. Chowdhury
	 	Name:

        Title: 
	Dewan F.H. Chowdhury
Chairman and CEO











 



	 	TRIAL CLINIC LIMITED
	 	 
	 	By:      	/s/ Dewan F.H. Chowdhury
	 	Name:

        Title: 
	Dewan F.H. Chowdhury
Chairman and CEO








 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:

	 	CHICAGO VENTURE
PARTNERS, L.P.
	 	 
	 	By: Chicago Venture
Management, L.L.C., its General Partner
	 	 
	 	By: CVM, Inc., its Manager
	 	 
	 	By:      	/s/ John M. Fife
	 	Name:

        Title: 
	John M. Fife
John M. Fife, President





 


 


 


 


[Signature
Page to Secured Promissory Note] 


 


 


 




    	  





    	 



    


ATTACHMENT 1 DEFINITIONS


 


For purposes of this Note, the following
terms shall have the following meanings:


 


A1. “Default
Effect” means multiplying the Outstanding Balance as of the date the Event of Default occurred by ten percent (10%).


A2. “DTC”
means the Depository Trust Company or any successor thereto.


A3. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program. A4. “DWAC” means the DTC’s
Deposit/Withdrawal at Custodian system.


A5.
“DWAC Eligible” means that (a) Company’s Common Stock is eligible at DTC for full services pursuant to
DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Company has been
approved (without revocation) by DTC’s underwriting department; (c) Company’s transfer agent is approved as an agent
in the DTC/FAST Program; and (d) Company’s transfer agent does not have a policy prohibiting or limiting delivery of Common
Stock via DWAC.


A6.
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the
surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all
of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares
of voting stock of Borrower held by the person or persons making or party to, or associated
or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any
of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting
stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making or party to,
or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other
business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or reverse splits of its outstanding and authorized shares of Common Stock to meet Nasdaq listing requirements or
(b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and
outstanding voting stock of Borrower.


A7. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Default Effect.


A8.“Maximum Monthly Redemption Amount”
means $100,000.00 until March 31, 2021 and


$500,000.00 thereafter.


A9.“OID” means an original issue
discount.


A10.
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among
or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and


		(b)	any financing agreement or a material agreement that affects Borrower’s
ongoing business operations.



A11.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as
the case may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount,
accrued but unpaid monitoring fees, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees incurred under this Note.


 


 




    	  





    	 



    


A12.
“Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.


A13.
“Trading Day” means any day on which the New York Stock Exchange (or such other principal market for the Common
Stock) is open for trading. For purposes of determining Borrower’s cash payment deadline under this Note, such “Trading
Day” shall exclude any day on which banking institutions in Dalian, China are authorized or required by law or other governmental
action to close.


 


 


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