Exhibit 10.2


 


PROMISSORY NOTE 


 


	Effective Date:             , 2022	U.S. $1,332,500.00



 


FOR VALUE RECEIVED, Antelope
Enterprise Holdings Limited, a British Virgin Islands company (“Borrower”), promises to pay to Atlas
Sciences, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $1,332,500.00 and
any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the
 “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the
rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder
shall be simple interest and shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months
and shall be payable in accordance with the terms of this Note. This Promissory Note (this “Note”) is issued and made
effective as of the date set forth above (the “Effective Date”). This Note is issued pursuant to that certain Note
Purchase Agreement dated December 12, 2022, 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
$62,500.00. In addition, Borrower agrees to pay $20,000.00 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”). The OID and the Transaction Expense Amount are included in the initial principal balance of this Note and are deemed
to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $1,250,000.00 (the “Purchase
Price”), computed as follows: $1,332,500.00 original principal balance, less the OID, less the Transaction Expense Amount.


 


1.            
Payment; Prepayment.


 


1.1.            
Payment. All payments owing hereunder shall be in lawful money of the United States of America as provided for herein, 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 interest, and thereafter, to (d) principal.


 


1.2.            
Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due; provided that in
the event Borrower elects to prepay all or any portion of the Outstanding Balance it shall pay to Lender 120% of the portion of the Outstanding
Balance Borrower elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder.


 


2.            
Security. This Note is unsecured.


 


3.            
Redemptions. Beginning on the date that is six (6) months from the Purchase Price Date (“Redemption Start Date”),
Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption
Amount (such amount, the “Redemption Amount”, and each payment of a Redemption Amount, a “Redemption Payment”)
per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). For the avoidance of doubt,
Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of any Redemption Notice, Borrower
shall pay the applicable Redemption Amount in cash to Lender within three (3) Trading Days of Lender’s delivery of such Redemption
Notice. At the end of each month following the Redemption Start Date, if Borrower has not reduced the Outstanding Balance by at least
the Maximum Monthly Redemption Amount, then by the fifth (5th) day of the following month, Borrower must pay in cash to Lender
the difference between the Maximum Monthly Redemption Amount and the amount actually redeemed in such month or the Outstanding Balance
will automatically increase by one percent (1%) as of such fifth (5th) day.


 






     


     


    

 


4.            
Trigger Events, Defaults and Remedies.


 


4.1.            
Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower
fails to pay any principal, interest, 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) the occurrence of a Fundamental
Transaction without Lender’s prior written consent; (h) Borrower fails to observe or perform any covenant set forth in Section 4
of the Purchase Agreement; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement
of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement) in any material respect, other
than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other
statement made or furnished by or on behalf of Borrower 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; (k) any 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 $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise
consented to by Lender; and (l) Borrower or any subsidiary of Borrower, breaches any covenant or other term or condition contained in
any Other Agreements in any material respect.


 


4.2.            
Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the
Outstanding Balance by applying the Trigger Effect (subject to the limitation set forth below).


 


4.3.            
Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower
demanding that Borrower cure the Trigger Event within five (5) Trading Days following the date of such written notice. If Borrower fails
to cure the Trigger Event within the required five (5) Trading Day cure period, the Trigger Event will automatically become an event of
default hereunder (each, an “Event of Default”).


 


4.4.            
Default Remedies. At any time and from time to time following 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, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 4.1, an
Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall
become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender
for the Trigger Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred
at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law (“Default
Interest”). 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 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. No such rescission or annulment shall affect any subsequent Trigger Event or 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.


 






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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. 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.            
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.


 


8.            
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.


 


9.            
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.


 


10.          
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


11.          
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.


 


12.           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.”


 


13.          
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 interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest 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.


 


14.          
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.


 


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


 


	 	BORROWER:
	 	 
	 	Antelope Enterprise Holdings Limited
	 	 
	 	By: 	
	 	 	Hen Man Edmund, Chief Financial Officer




 


	ACKNOWLEDGED, ACCEPTED AND AGREED:	 
	 	 
	LENDER:	 
	 	 
	Atlas Sciences, LLC	 
	 	 
	By:		 
	 	John Finlayson, Chief Executive Officer	 




 


[Signature Page to Promissory
Note]


 






     


     


    







 


ATTACHMENT 1


DEFINITIONS


 


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


 


A1.         
“DTC” means the Depository Trust Company or any successor thereto.


 


A2.         
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A3.         
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A4.         
“DWAC Eligible” means that (a) Borrower’s Common Shares is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been
approved (without revocation) by DTC’s underwriting department; and (c) Borrower’s transfer agent is approved as an agent
in the DTC/FAST Program.


 


A5.        
“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 Shares, other than an increase in the number of authorized shares of Borrower’s
Common Shares, 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. Regardless of the foregoing, “Fundamental Transaction” does not include any transaction
or a series of transactions pursuant to which the Borrower directly or indirectly sells, transfer, or dispose all or substantially all
of the equity interest of Stand Best Creation Limited, a Hong Kong company.


 


A6.         
“Major Trigger Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(h).


 


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


 


A8.         
“Maximum Monthly Redemption Amount” means $200,000.00.


 


A9.         
“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.


 


A10.       
“OID” means original issue discount.


 


A11.      
“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.


 


A12.       
“Outstanding Balance” means as of any date of determination, the Purchase Price, plus the OID, plus the Transaction
Expense Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, offset, or otherwise, accrued but
unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, and any other
fees or charges incurred under this Note.


 


Exhibit A to Secured Promissory Note, Page 1


 






     


     


    

 


A13.       
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A14.       
“Trading Day” means any day on which Borrower’s principal market is open for trading.


 


A15.       
“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred
by (a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor
Trigger Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred,
with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred;
provided that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events and three (3) times
hereunder with respect to Minor Trigger Events.


 


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Exhibit A to Secured Promissory Note, Page 2