Exhibit 10.2


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 17(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS
NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.


 


THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), NUPUR
SADIWALA, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE
AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). NUPUR SADIWALA
MAY BE REACHED AT TELEPHONE NUMBER (917) 903-3669.


 


Reebonz
Holdings Limited


 


Senior
Convertible Note


 


	Issuance
    Date:  September 4, 2019 (the “Issuance Date”)	Original
    Principal Amount: U.S. $3,750,000


  


FOR
VALUE RECEIVED, Reebonz Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company”),
hereby promises to pay to the order of Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B or its registered
assigns (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the
terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity
Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or
upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default (as
defined below) has occurred and is continuing, to pay interest (“Interest”) on any outstanding Principal at
the applicable Default Rate (as defined below) from the Issuance Date until the same becomes due and payable, whether upon the
Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including
all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an
issue of Senior Convertible Notes issued pursuant to the Securities Purchase Agreement, dated as of September 4, 2019 (the “Subscription
Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended
from time to time (collectively, the “Notes”, and such other Series Convertible Notes issued pursuant to the
Securities Purchase Agreement, collectively, the “Other Notes”). Certain capitalized terms used herein are
defined in Section 30.


  



     


     


    

 


1. PAYMENTS
OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due
on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in
cash (excluding any amounts paid in Ordinary Shares on the Maturity Date in accordance with Section 8) representing all outstanding
Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 23(c)) on such Principal and
Interest. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal,
accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.


 


2. DEFAULT
INTEREST; DEFAULT RATE. No Interest shall accrue hereunder unless and until an Event of Default (as defined below) has occurred.
From and after the occurrence and during the continuance of any Event of Default, Interest shall accrue hereunder at eighteen
percent (18.0%) per annum (the “Default Rate”) and shall be computed on the basis of a 360-day year and twelve
30-day months, shall compound each calendar month and shall be payable in arrears on the first Trading Day of each such calendar
month in which Interest accrues hereunder (each, an “Interest Date”). Accrued and unpaid Interest, if any,
shall also be payable by way of inclusion of such Interest in the Conversion Amount (as defined below) on each Conversion Date
(as defined below) in accordance with Section 3(b)(i) or upon any redemption in accordance with Section 11 or any required payment
upon any Bankruptcy Event of Default (as defined in Section 4(a) below). In the event that such Event of Default is subsequently
cured (and no other Event of Default then exists (including, without limitation, for the Company’s failure to pay such Interest
at the Default Rate on the applicable Interest Date)), Interest shall cease to accrue hereunder as of the calendar day immediately
following the date of such cure; provided that the Interest as calculated and unpaid during the continuance of such Event of Default
shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including
the date of such cure of such Event of Default.


 


3. CONVERSION
OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable
Ordinary Shares (as defined below), on the terms and conditions set forth in this Section 3.


 


(a) Conversion
Right. Subject to the provisions of Section 3(d), 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 validly issued, fully
paid and non-assessable Ordinary Shares in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company
shall not issue any fraction of a Ordinary Share upon any conversion. If the issuance would result in the issuance of a fraction
of a Ordinary Share, the Company shall round such fraction of a Ordinary Share up to the nearest whole share. The Company shall
pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses
of the transfer agent of the Company (the “Transfer Agent”)) that may be payable with respect to the issuance
and delivery of Ordinary Shares upon conversion of any Conversion Amount.


  



    2


     


    

 


(b) Conversion
Rate. The number of Ordinary Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined
by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i) “Conversion
Amount” means the sum of (w) the portion of the Principal to be converted, redeemed or otherwise with respect to which
this determination is being made, (x) all accrued and unpaid Interest with respect to such portion of the Principal amount and
(y) accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any.


 


(ii) “Conversion
Price” means, as of any Conversion Date or other date of determination, $6.50, subject to adjustment as provided herein.


 


(c) Mechanics
of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the
Holder shall deliver (whether via facsimile, electronic mail or otherwise), 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. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this
Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to
the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated
by Section 17(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company
shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such Ordinary
Shares may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto
as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute
an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second
(2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion
Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”),
the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of Ordinary Shares to which the Holder shall be entitled
pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon
the request of the Holder, issue and deliver (via reputable overnight courier) 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 Ordinary Shares to which the Holder shall
be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and
the outstanding Principal of this Note 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 two (2) Business Days after receipt of this Note and at its own
expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 17(d)) representing the outstanding
Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable upon a conversion of this Note
shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion Date. In the event
of a partial conversion of this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s)
relating to the Installment Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary
contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined
in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (as defined in the
Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended Ordinary Shares to the Holder
(or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with
respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the
particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.


  



    3


     


    

 


(ii) Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share
Delivery Deadline, either (I) either (x) prior to the Resale Eligibility Date or if the Transfer Agent is not participating in
the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its designee) a certificate for the
number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s share register
or, (y) after the Resale Eligibility Date and if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, to credit the balance account of the Holder or the Holder’s designee with DTC for such number of Ordinary Shares
to which the Holder is entitled upon the Holder’s conversion of this Note (as the case may be) or (II) after the effective
date of the initial Registration Statement filed pursuant to the Registration Rights Agreement, if a Registration Statement covering
the resale of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”)
is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later
than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically
without any restrictive legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant
to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian
system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure”
and together with the event described in clause (I) above, a “Conversion Failure”), then, in addition to all
other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery
Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 1% of the product of (A) the sum
of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is
entitled, multiplied by (B) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time
during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the
Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the
case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding
of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date
of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery
Deadline and after the Resale Eligibility Date either (A) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register
such Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee
with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant
to the Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs, and if on or after such Share
Delivery Deadline the Holder purchases (in an open market transaction or otherwise) Ordinary Shares corresponding to all or any
portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company
and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”),
then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt
of the Holder’s request and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary
Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In
Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary
Shares) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of
Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue
such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate
or certificates representing such Ordinary Shares or credit the balance account of such Holder or such Holder’s designee,
as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder
(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day
during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment
under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares
(or to electronically deliver such Ordinary Shares) upon the conversion of this Note as required pursuant to the terms hereof.
Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion Failure, this Section
3(c)(ii) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder with respect
to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections of the Securities Purchase
Agreement.


 






    4


     


    

 


(iii) Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and
addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”).
The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders
of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including,
without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary.
A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on
the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder
thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes
in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or
transferee pursuant to Section 17, provided that if the Company does not so record an assignment, transfer or sale (as the
case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the Register shall be
automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the
contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented
by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated
by Section 3(c)(i)) 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 Note upon physical surrender of this Note. The Holder and the Company shall maintain records
showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions
and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so
as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such
Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments
(as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated
to reflect such occurrence.


   



    5


     


    

 


(iv) Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for
the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion,
the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a
pro rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted
for conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on
such date. In the event of a dispute as to the number of Ordinary Shares issuable to the Holder in connection with a conversion
of this Note, the Company shall issue to the Holder the number of Ordinary Shares not in dispute and resolve such dispute in accordance
with Section 22.


 


(d) Limitations
on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the
right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null
and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the
other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the Ordinary Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,
the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number
of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion
of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would
be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of
the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any convertible notes or convertible preferred shares or warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with
Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon
the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary
Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of Foreign Issuer on Form 6-K or
other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written
notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported
Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number
of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing
of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the
Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or
by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary
Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note,
by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In
the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other
Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer
the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase
not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to
any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such
increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that
is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this
Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including
for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant to this paragraph
shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of
convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 3(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which
may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d) or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may
not be waived and shall apply to a successor holder of this Note.


  



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(e) Right
of Alternate Conversion Upon an Event of Default.


 


(i) General.
Subject to Section 3(d), at any time after the occurrence of an Event of Default (regardless of whether such Event of Default
has been cured or if the Holder has delivered an Event of Default Redemption Notice to the Company), the Holder may, at the Holder’s
option, convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate
Conversion Date”) all, or any part of, this Note into Ordinary Shares (such portion of this Note subject to such Alternate
Conversion, the “Alternate Conversion Amount”) at the Alternate Conversion Price.


 


(ii) Mechanics
of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount
pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes
hereunder with respect to such Alternate Conversion and with “Redemption Premium of the Conversion Amount” replacing
“Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion)
by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that the Holder is electing to use
the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor Price Condition, on the
applicable Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount.
Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers Ordinary
Shares representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted
by the Holder into Ordinary Shares pursuant to Section 3(c) without regard to this Section 3(e).


 


4. RIGHTS
UPON EVENT OF DEFAULT.


 


(a) Event
of Default. Each of the following events shall constitute an “Event of Default” and each of the events
in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:


 


(i) the
failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC on
or prior to the date that is five (5) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement)
or the failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is five
(5) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);


 


(ii) while
the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights
Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the
issuance of a stop order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of
Registrable Securities (as defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities
in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of
five (5) consecutive days or for more than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable
Grace Period (as defined in the Registration Rights Agreement));


 


(iii) the
suspension from trading or the failure of the Ordinary Shares to be trading or listed (as applicable) on an Eligible Market for
a period of five (5) consecutive Trading Days;


  



    7


     


    

 


(iv) the
Company’s (A) failure to cure a Conversion Failure by delivery of the required number of Ordinary Shares within five (5)
Trading Days after the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any
holder of the Notes, including, without limitation, by way of public announcement or through any of its agents, at any time, of
its intention not to comply, as required, with a request for conversion of any Notes into Ordinary Shares that is requested in
accordance with the provisions of the Notes, other than pursuant to Section 3(d);


 


(v) except
to the extent the Company is in compliance with Section 10(b) below, at any time following the tenth (10th) consecutive
day that the Holder’s Authorized Share Allocation (as defined in Section 10(a) below) is less than the number of Ordinary
Shares that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard
to any limitations on conversion set forth in Section 3(d) or otherwise);


 


(vi) the
Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other
amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure
to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase
Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated
hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such
failure remains uncured for a period of at least two (2) Trading Days;


 


(vii) the
Company fails to remove any restrictive legend on any certificate or any Ordinary Shares issued to the Holder upon conversion
or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under
the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement,
unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five
(5) days;


 


(viii) the
occurrence of either (x) any default under, redemption of or acceleration prior to maturity of at least an aggregate of $250,000
of Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries and the counterparty
files a suit, arbitration or proceeding relating to such default or (y) any default under, redemption of or acceleration prior
to maturity of at least an aggregate of $1,000,000 of Indebtedness of the Company or any of its Subsidiaries , other than with
respect to any Other Notes;


 


(ix) bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or
against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be
dismissed within thirty (30) days of their initiation;


  



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(x) the
commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or
insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company
or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part
of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,
or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability
to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance
of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other
similar action under federal, state or foreign law;


 


(xi) the
entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other
similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or
insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order,
judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,
judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;


 


(xii) a
final judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company and/or
any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled
or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however,
any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the
$250,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity
provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered
by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance
or indemnity within thirty (30) days of the issuance of such judgment;


  



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(xiii) the
Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of either (x) $250,000 due to any third party and such third party
files a suit, arbitration or proceeding relating to such default or (y) $1,000,000 due to any third party (in each case, other
than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be)
in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in
accordance with IFRS) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess
of $250,000, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due
thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the passage of time or the giving
of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default or
event of default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof),
liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually
or in the aggregate;


 


(xiv) other
than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty in any material respect (other than the representations or warranties subject to material adverse effect or materiality
limitations, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document,
except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured
for a period of five (5) consecutive Trading Days;


 


(xv) a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity
Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;


 


(xvi) if
Mr. Samuel Lim ceases to be the chief executive officer of the Company and a qualified replacement, acceptable to the Holder,
in its sole discretion, is not appointed within sixty (60) calendar days; or


 


(xvii) any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this Note;


 


(xviii) the
occurrence of any Material Adverse Effect (as defined in the Securities Purchase Agreement) that continues to a period of ten
consecutive days and which has not been cured or remedied;


 


(xix) any
provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease
to be valid and binding on or enforceable against the parties thereto in any material respect, or the validity or enforceability
thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental
authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company
or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction
Document; or


  



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(xx) any
Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 


(b) Notice
of an Event of Default: Event of Default Redemption Right. Upon the occurrence of an Event of Default with respect to this
Note or any Other Note, the Company shall within one (1) Business Day of becoming aware of such Event of Default deliver written
notice thereof via facsimile or electronic mail and overnight courier (with next day delivery specified) (an “Event of
Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice
and the Holder becoming aware of an Event of Default (such earlier date, the “Event of Default Right Commencement Date”)
and ending (such ending date, the “Event of Default Right Expiration Date”, and each such period, an “Event
of Default Redemption Right Period”) on the twentieth (20th) Trading Day after the later of (x) the date
such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes (I) a reasonable
description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event
of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure
such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the
date of such Event of Default Notice, the applicable Event of Default Right Expiration Date], the Holder may require the Company
to redeem (regardless of whether such Event of Default has been cured [on or prior to the Event of Default Right Expiration Date)
all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”)
to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem.
Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company
at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption
Premium and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder
delivers an Event of Default Redemption Notice multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the
greatest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date immediately preceding
such Event of Default and ending on the date the Company makes the entire payment required to be made under this Section 4(b)
(the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance
with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court
of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments.
Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Event of Default Redemption
Price (together with any Late Charges thereon) is satisfied in full, the Conversion Amount submitted for redemption under this
Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Ordinary Shares
pursuant to the terms of this Note. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed
shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default
Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s
damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates
and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption
premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s
actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an
election of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.


  



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(c) Mandatory
Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion
that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity
Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, accrued and
unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Redemption Premium,
in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the
Holder or any other person or entity; provided that the Holder may, in its sole discretion, waive such right to receive payment
upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder,
including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of
the Event of Default Redemption Price or any other Redemption Price, as applicable.


 


5. RIGHTS
UPON FUNDAMENTAL TRANSACTION.


 


(a) Assumption.
The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing
all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of
this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior
to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including,
without limitation, having a principal amount and default rate equal to the principal amounts then outstanding and the default
rates of the Notes, respectively, held by such holder, having similar conversion rights as the Notes and having similar ranking
and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity (including its Parent Entity) is
a publicly traded corporation whose common equity or ordinary shares, as applicable, is quoted on or listed for trading on an
Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of
the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the
same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction,
the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this
Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities,
cash, assets or other property (except such items still issuable under Sections 6 and 14, which shall continue to be receivable
thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction, such shares of the
publicly traded common equity or ordinary shares, as applicable (or their equivalent) of the Successor Entity (including its Parent
Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note
been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this
Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its
sole option, by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction without
the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive Fundamental Transactions
and shall be applied without regard to any limitations on the conversion of this Note.


  



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(b) Notice
of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior
to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement
of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier
to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s
receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not
delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on the later of twenty
(20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice,
the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change
of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion
Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be
redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium
multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied
by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest
Closing Sale Price of the Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur of
(1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending
on the date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii)
the product of (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed
multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration
per Ordinary Share to be paid to the holders of the Ordinary Shares upon consummation of such Change of Control (any such non-cash
consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities
as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities
on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price
of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided
by (II) the Conversion Price then in effect (the “Change of Control Redemption Price”). Redemptions required
by this Section 5(b) shall be made in accordance with the provisions of Section 11 and shall have priority to payments to shareholders
in connection with such Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by
a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary
prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 3(d), until the Change of Control
Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under
this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Ordinary
Shares pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed
shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Change of
Control Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 5(b),
the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future
interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly,
any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate
of the Holder’s actual loss of its investment opportunity and not as a penalty.


  



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6. RIGHTS
UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 7 and Section 14 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to
all or substantially all of the record holders of any class of Ordinary Shares (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this
Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose
that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary
Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right
to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,
such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time
or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such
initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration
date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable))
to the same extent as if there had been no such limitation).


  



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(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 Ordinary Shares are entitled to receive securities or other assets with respect
to or in exchange for Ordinary Shares (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 Note, at the Holder’s option
(i) in addition to the Ordinary Shares receivable upon such conversion, such securities or other assets to which the Holder would
have been entitled with respect to such Ordinary Shares had such Ordinary Shares 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 Note) or (ii)
in lieu of the Ordinary Shares otherwise receivable upon such conversion, such securities or other assets received by the holders
of Ordinary Shares in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled
to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to Ordinary
Shares) 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 Holder. The provisions of this Section 6 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 Note.


 


7. RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


(a) Adjustment
of Conversion Price upon Issuance of Ordinary Shares. If and whenever on or after the Subscription Date the Company grants,
issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7 is deemed to have
granted, issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account
of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration
per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately
prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the
Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing
(including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7), the
following shall be applicable:


 


(i) Issuance
of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any
Options and the lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any such Option
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share.
For purposes of this Section 7(a)(i), the “lowest price per share for which one Ordinary Share is at any time issuable upon
the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise
of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to any one Ordinary Share upon the granting,
issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in
such Option for which one Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon the
exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of
any such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of
such Option (or any other Person) with respect to any one Ordinary Share upon the granting, issuance or sale of such Option, upon
exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option
or otherwise pursuant to the terms thereof plus the value of any other consideration consisting of cash, debt forgiveness, assets
or any other property received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except
as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Ordinary Share
or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual
issuance of such Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities.


  



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(ii) Issuance
of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any
Convertible Securities and the lowest price per share for which one Ordinary Share is at any time issuable upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Ordinary
Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of
such Convertible Securities for such price per share. For the purposes of this Section 7(a)(ii), the “lowest price per share
for which one Ordinary Share is at any time issuable (or may become issuable assuming all possible market conditions) upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of
(x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Ordinary
Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security
or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which
one Ordinary Share is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus
(2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any
one Ordinary Share upon the issuance or sale of such Convertible Security plus the value of any other consideration received or
receivable consisting of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such Convertible
Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon
the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise
pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7, except
as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.


 


(iii) Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than
proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b)
below), the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which
would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase
price, additional consideration or increased or decreased conversion rate (as the case may be) at the time initially granted,
issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security that was outstanding
as of the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence, then such
Option or Convertible Security and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 7 shall be made
if such adjustment would result in an increase of the Conversion Price then in effect.


  



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(iv) Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with
the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”),
together comprising one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or
sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable
proximity to each other and/or (C) are consummated under the same plan of financing), the aggregate consideration per Ordinary
Share with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for
which one Ordinary Share was issued (or was deemed to be issued pursuant to Section 7(a)(i) or 7(a)(ii) above, as applicable)
in such integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities,
the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by
the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III)
the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per
share basis in accordance with this Section 7(a)(iv). If any Ordinary Shares, Options or Convertible Securities are issued or
sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration
paid for such Ordinary Shares, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes
Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary Shares,
Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received
by the Company (for the purpose of determining the consideration paid for such Ordinary Shares, Option or Convertible Security,
but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration,
except where such consideration consists of publicly traded securities, in which case the amount of consideration received by
the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading
Days immediately preceding the date of receipt. If any Ordinary Shares, Options or Convertible Securities are issued to the owners
of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration
therefor (for the purpose of determining the consideration paid for such Ordinary Shares, Option or Convertible Security, but
not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such Ordinary Shares, Options or Convertible
Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined
jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence
of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined
within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon
all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


  


(v) Record
Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Ordinary Shares, Options or in Convertible Securities or (B) to subscribe for or purchase Ordinary
Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the
Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).


  



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(b) Adjustment
of Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section 6,
Section 14 or Section 7, if the Company at any time on or after the Subscription Date subdivides (by any share split, share
dividend, share combination, recapitalization or other similar transaction) one or more classes of its outstanding Ordinary Shares
into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision of Section 6, Section 14 or Section 7, if the Company at any time on or after
the Subscription Date combines (by any share split, share dividend, share combination, recapitalization or other similar transaction)
one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section
7(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall
be adjusted appropriately to reflect such event.


 


(c) Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 7, if the
Company in any manner issues or sells or enters into any agreement to issue or sell, any Ordinary Shares, Options or Convertible
Securities (any such securities, “Variable Price Securities”), after the Subscription Date that are issuable
pursuant to such agreement or convertible into or exchangeable or exercisable for Ordinary Shares at a price which varies or may
vary with the market price of the Ordinary Shares, including by way of one or more reset(s) to a fixed price, but exclusive of
such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and
similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”),
the Company shall provide written notice thereof via facsimile and overnight courier to the Holder on the date of such agreement
and the issuance of such Convertible Securities or Options. From and after the date the Company enters into such agreement or
issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its sole discretion to
substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice delivered
upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable Price rather
than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion
of this Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note. In addition, from
and after the date the Company enters into such agreement or issues any such Variable Price Securities, for purposes of calculating
the Pre-Installment Conversion Price and Installment Conversion Price as of any time of determination, the “Conversion Price”
as used therein shall mean the lower of (x) the Conversion Price as of such time of determination and (y) the Variable Price as
of such time of determination.


  



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(d) Share
Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any share
split, share dividend, share combination recapitalization or other similar transaction involving the Ordinary Shares (each, a
“Share Combination Event”, and such date thereof, the “Share Combination Event Date”) and
the Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b)
above), then on the sixteenth (16th) Trading Day immediately following such Share Combination Event Date, the Conversion
Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in Section 7(b) above)
shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately
preceding sentence would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made.


 


(e) Other
Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting
of share appreciation rights, phantom share rights or other rights with equity features), then the Company’s board of directors
shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the
Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined
pursuant to this Section 7, provided further that if the Holder does not accept such adjustments as appropriately protecting its
interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith,
upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination
shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


(f) Calculations.
All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th of
a share, as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by
or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Ordinary Shares.


 


(g) Voluntary
Adjustment by Company. Subject to compliance with the rules and regulations of the Principal Market, the Company may at any
time during the term of this Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase
Agreement), reduce the then current Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate
by the board of directors of the Company.


  



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8. INSTALLMENT
CONVERSION OR REDEMPTION.


 


(a) General.
On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder
of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this
Section 8 (a “Installment Conversion”); provided, however, that the Company may, at its option
following notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a
“Installment Redemption”) or by any combination of an Installment Conversion and an Installment Redemption
so long as all of the outstanding applicable Installment Amount due on any Installment Date shall be converted and/or redeemed
by the Company on the applicable Installment Date, subject to the provisions of this Section 8. On the date which is the twenty-sixth
(26th) Trading Day prior to each Installment Date (each, an “Installment Notice Due Date”), the Company shall
deliver written notice (each, a “Installment Notice” and the date all of the holders receive such notice is
referred to as to the “Installment Notice Date”), to each holder of Notes and such Installment Notice shall
(i) either (A) confirm that the applicable Installment Amount of such holder’s Note shall be converted in whole pursuant
to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for cash in
accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment
Redemption and (2) specify the portion of such Installment Amount which the Company elects or is required to redeem pursuant to
an Installment Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”) and the
portion of the applicable Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment
Conversion (such amount of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred
to herein as the “Installment Conversion Amount”), which amounts when added together, must at least equal the
entire applicable Installment Amount and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant
to an Installment Conversion, certify that there is not then an Equity Conditions Failure as of the applicable Installment Notice
Date. Each Installment Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance
with this Section 8 with respect to a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable
Installment Notice confirming an Installment Conversion of the entire Installment Amount payable on such Installment Date and
shall be deemed to have certified that there is not then an Equity Conditions Failure in connection with such Installment Conversion.
No later than two (2) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or
regulation for the settlement of a trade initiated on the applicable Installment Notice Due Date of such Ordinary Shares issuable
pursuant to the applicable Installment Notice) after delivery or deemed delivery (as applicable) of the applicable Installment
Notice setting forth an Installment Conversion Amount, the Company shall deliver to the Holder’s account with DTC such number
of Ordinary Shares (the “Pre-Installment Conversion Shares”) equal to the quotient of (x) such Installment
Conversion Amount divided by (y) the Pre-Installment Conversion Price, and as to which the Holder shall be the owner thereof as
of such time of delivery or deemed delivery (as the case may be) of such Installment Notice. Except as expressly provided in this
Section 8(a), the Company shall convert and/or redeem the applicable Installment Amount of this Note pursuant to this Section
8 and the corresponding Installment Amounts of the Other Notes pursuant to the corresponding provisions of the Other Notes in
the same ratio of the applicable Installment Amount being converted and/or redeemed hereunder. The applicable Installment Conversion
Amount (whether set forth in the applicable Installment Notice or by operation of this Section 8) shall be converted in accordance
with Section 8(b) and the applicable Installment Redemption Amount shall be redeemed in accordance with Section 8(c).


  



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(b) Mechanics
of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have delivered
an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion
in accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount,
if any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall,
on such Installment Date, (A) deliver to the Holder’s account with DTC such Ordinary Shares issued upon such conversion
(subject to the reduction contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this
Section 8(b)) and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable
Conversion Installment Floor Amount, provided that the Equity Conditions are then satisfied (or waived in writing by the Holder)
on such Installment Date and an Installment Conversion is not otherwise prohibited under any other provision of this Note. The
number of Ordinary Shares to be delivered upon such Installment Conversion shall be reduced by the number of any Pre-Installment
Conversion Shares delivered in connection with such Installment Date. If an Event of Default occurs during any applicable Equity
Conditions Measuring Period, then, at the option of the Holder designated in writing to the Company, either (i) the Holder shall
return to the Company all, or any part, of such Pre-Installment Conversion Shares delivered in connection with the applicable
Installment Date or (ii) the Conversion Amount used to calculate the Event of Default Redemption Price shall be reduced by the
product of (x) the Installment Conversion Amount applicable to such Installment Date (as adjusted downward proportionally with
respect to any Pre-Installment Conversion Shares returned to the Company pursuant to clause (i) above) multiplied by (y) the Conversion
Share Ratio. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable
Installment Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Installment
Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied
by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any
time through the applicable Installment Date (the “Interim Installment Period”), the Company shall provide
the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure (which is not waived in writing by the
Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted under any other provision
of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require the Company to do
any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted Installment
Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”) and the Company
shall pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately available funds, an amount
in cash equal to 120% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with
respect to all or any part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled
to all the rights of a holder of this Note with respect to such designated part of the Installment Conversion Amount; provided,
however, the Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted
to equal the lesser of (A) the Installment Conversion Price as in effect on the date on which the Holder voided the Installment
Conversion and (B) the Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion
Notice relating thereto as if such date was an Installment Date. In addition, if any of the Equity Conditions are not satisfied
(or waived in writing by the Holder) on such Installment Date or an Installment Conversion is not otherwise permitted under any
other provision of this Note, then, at the Holder’s option, either (I) the Holder shall return any Pre-Installment Conversion
Shares delivered in connection with the applicable Installment Date or (II) the applicable Designated Redemption Amount shall
be reduced by the product of (X) the Installment Conversion Amount applicable to such Installment Date multiplied by (Y) the Conversion
Share Ratio. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following the applicable
Installment Date by payment of such amount by such date, then the Holder shall have the rights set forth in Section 11(a) as if
the Company failed to pay the applicable Installment Redemption Price (as defined below) and all other rights under this Note
(including, without limitation, such failure constituting an Event of Default described in Section 4(a)(iv)). Notwithstanding
anything to the contrary in this Section 8(b), but subject to 3(d), until the Company delivers Ordinary Shares representing the
Installment Conversion Amount to the Holder, the Installment Conversion Amount may be converted by the Holder into Ordinary Shares
pursuant to Section 3. In the event that the Holder elects to convert the Installment Conversion Amount prior to the applicable
Installment Date as set forth in the immediately preceding sentence, the Installment Conversion Amount so converted shall be deducted
from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice.
Notwithstanding anything herein to the contrary, if, with respect to an Installment Date, the number of Pre-Installment Conversion
Shares delivered to the Holder exceeds the number of Post-Installment Conversion Shares with respect to such Installment Date,
then the number of Ordinary Shares equal to such excess shall constitute a credit, at the option of the Holder, against the number
of Ordinary Shares to be issued to the Holder either (x) in any conversion of this Note pursuant to Section 3(c)(i) as selected
by the Holder or (y) on the Maturity Date, or, if earlier, the last Installment Date. The Company shall pay any and all taxes
that may be payable with respect to the issuance and delivery of any Ordinary Shares in any Installment Conversion hereunder.


  



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(c) Mechanics
of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part,
in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the
applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to 103% of the applicable
Installment Redemption Amount (the “Installment Redemption Price”). If the Company fails to redeem such Installment
Redemption Amount on such Installment Date by payment of the Installment Redemption Price, then, at the option of the Holder designated
in writing to the Company (any such designation shall be a “Conversion Notice” for purposes of this Note),
the Holder may require the Company to convert all or any part of the Installment Redemption Amount at the Installment Conversion
Price (determined as of the date of such designation as if such date were an Installment Date). Conversions required by this Section
8(c) shall be made in accordance with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section
8(c), but subject to Section 3(d), until the Installment Redemption Price (together with any Late Charges thereon) is paid in
full, the Installment Redemption Amount (together with any Late Charges thereon) may be converted, in whole or in part, by the
Holder into Ordinary Shares pursuant to Section 3. In the event the Holder elects to convert all or any portion of the Installment
Redemption Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment
Redemption Amount so converted shall be deducted from the Installment Amounts relating to the applicable Installment Date(s) as
set forth in the applicable Conversion Notice. Redemptions required by this Section 8(c) shall be made in accordance with the
provisions of Section 11.


 


(d) Deferred
Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may, at its option and
in its sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable
Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date
deferred (such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”)
until any subsequent Installment Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall
be added to, and become part of, such subsequent Installment Amount. Any notice delivered by the Holder pursuant to this Section
8(d) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now be payable.


  



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(e) Acceleration
of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d), with
respect to any given Installment Date hereunder (each such applicable Installment Date, a “Current Installment Date”),
during the period commencing on the Installment Notice Due Date immediately prior to such applicable Current Installment Date
and ending on the Trading Day immediately prior to the next Installment Date (each, an “Installment Period”),
the Holder may elect, at its option and in its sole discretion, at one or more times in such Installment Period, either (x) if
such election is made prior to second (2nd) Trading Day immediately prior to such Current Installment Date (each, a “Pre-Delivery
Acceleration Expiration Date”), to increase the Installment Conversion Amount (and related Installment Amount) with
respect to such Current Installment Date in which case, such Acceleration Amount(s) (as defined below) shall be added to, and
become part of, the Installment Amount as such Installment Amount may have been increased pursuant to the terms hereof, payable
on such applicable Installment Date by including such Acceleration Amount(s) in the Installment Amount for the applicable Installment
Date and shall be payable in Ordinary Shares by including such Acceleration Amount(s) in the Installment Conversion Amount for
the applicable Installment Date and (y) if such election is made on or after the Pre-Delivery Acceleration Expiration Date, to
convert other Installment Amounts as of such election date (each, an “Acceleration”, and each such amount of
acceleration or conversion, as applicable, an “Acceleration Amount”, and each such election date, an “Acceleration
Date”), in whole or in part, at the Installment Conversion Price of such Current Installment Date (with “Installment
Conversion Price” replacing “Conversion Price” and the “Acceleration Date” replacing “Conversion
Date” for all purposes hereunder with respect to such Acceleration) in accordance with the conversion procedures set forth
in Section 3 hereunder, mutatis mutandis; provided, that if a Conversion Floor Price Condition exists and the Company and
the Holder have mutually waived the Equity Conditions with respect to such Price Failure to permit an Installment Conversion,
in whole or in part, with respect to such Current Installment Date, with each Acceleration the Company shall also deliver to the
Holder the Acceleration Floor Amount on the applicable Share Delivery Deadline. Any such notice delivered by the Holder (each,
an “Acceleration Notice”) shall set forth (i) the Acceleration Amount(s), (ii) the applicable Current Installment
Date and (iii) the date that such Acceleration Amount(s) should have been paid if not for the Holder’s right to accelerate
such Installment Amount(s) pursuant to this Section 8(e). To the extent more than one Installment Period exists as of an Acceleration
Date, the Holder shall also elect in such Acceleration Notice which Pre-Installment Conversion Price or Installment Conversion
Price, as applicable, that shall apply with respect to such Acceleration. The Company shall deliver Pre-Installment Conversion
Shares to the Holder with respect to any Acceleration occurring prior to the Pre-Delivery Acceleration Expiration Date related
to, and based on the same Pre-Installment Conversion Price as, the Current Installment Date attributable to such Acceleration
as soon as commercially practicable after the applicable Acceleration Date, but no later than the second (2nd) Trading
Day after such Acceleration Date. Subject to Section 3(d), until the Company delivers Ordinary Shares representing the applicable
Acceleration Amount to the Holder, such Acceleration Amount may be converted by the Holder into Ordinary Shares pursuant to Section
3(c) without regard to this Section 8(e). Notwithstanding anything to the contrary in this Section 8(e), (with respect to each
period commencing on an Installment Notice Due Date (the “Current Installment Notice Due Date”) and ending
on the Trading Day immediately prior to the next Installment Notice Due Date (each, an “Acceleration Measuring Period”),
the Holder may not elect to effect an Acceleration (the “Current Acceleration”, and such date of determination,
the “Current Acceleration Determination Date”) during such Acceleration Measuring Period if the total adjustments
to the Installment Conversion Amount with respect to the Installment Date related to such Current Acceleration (as adjusted for
any other Accelerations and Deferrals during such Acceleration Measuring Period), exceeds five (5) times the Installment Amount
with respect to the Installment Date related to such Current Acceleration (without regard to any Accelerations or Deferrals with
respect to the Installment Date related to such Current Acceleration).


 


9. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Association (as defined in
the Securities Purchase Agreement), Memorandum of Association (as defined in the Securities Purchase Agreement) or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at
all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other
Transaction Documents, the Company (a) shall not increase the par value of any Ordinary Shares receivable upon conversion
of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Ordinary Shares upon the conversion of this
Note. Notwithstanding anything herein to the contrary, if after the one hundred and twenty (120) calendar day anniversary of the
Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set
forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,
obtaining such consents or approvals as necessary to permit such conversion into Ordinary Shares.


  



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10. RESERVATION
OF AUTHORIZED SHARES.


 


(a) Reservation.
So long as any Notes remain outstanding, the Company shall at all times reserve at least 300% of the number of Ordinary Shares
as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions, Alternate
Conversions and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming
such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required
Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares
so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held
by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized
Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each
transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares reserved
and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based
on the principal amount of the Notes then held by such holders.


 


(b) Insufficient
Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any of the Notes remain
outstanding the Company does not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligation
to reserve for issuance upon conversion of the Notes at least a number of Ordinary Shares equal to the Required Reserve Amount
(an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized Ordinary Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount
for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date
of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized
Ordinary Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall
use its best efforts to solicit its shareholders’ approval of such increase in authorized Ordinary Shares and to cause its
board of directors to recommend to the shareholders that they approve such proposal. In the event that the Company is prohibited
from issuing Ordinary Shares pursuant to the terms of this Note due to the failure by the Company to have sufficient Ordinary
Shares available out of the authorized but unissued Ordinary Shares (such unavailable number of Ordinary Shares, the “Authorized
Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in
exchange for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price
equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of
the Ordinary Shares on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion
Notice with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under
this Section 10(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to
deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket
expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 10(a) or this Section 10(b) shall
limit any obligations of the Company under any provision of the Securities Purchase Agreement.


  



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11. REDEMPTIONS.


 


(a) Mechanics.
The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days
after the Company’s receipt of the Holder’s Event of Default Redemption Notice (each, an “Event of Default
Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b),
the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash within five (5) Business Days
after the Company’s receipt of such notice otherwise (each, a “Change of Control Redemption Date”). The
Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. Notwithstanding
anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash
payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable
Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction
Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation
under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the
Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 17(d)) representing
the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price
to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price
in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all
or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable
Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice,
(x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately
return this Note, or issue a new Note (in accordance with Section 17(d)), to the Holder, and in each case the principal amount
of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable
Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion
of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may
be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the
Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor
Price and (y) 75% of the lowest Closing Bid Price of the Ordinary Shares during the period beginning on and including the date
on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable
Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five
(5) lowest VWAPs of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the applicable
Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted
for any share dividend, share split, share combination or other similar transaction during such period). The Holder’s delivery
of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s
obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion
Amount subject to such notice.


  



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(b) Redemption
by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or
repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4 or Section
5(b) (each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business
Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice. If the Company receives
a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including
the date which is two (2) Business Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice
and ending on and including the date which is two (2) Business Days after the Company’s receipt of the Holder’s applicable
Redemption Notice and the Company is unable to redeem all principal, interest and other amounts designated in such Redemption
Notice and such Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro
rata amount from each holder of the Notes (including the Holder) based on the principal amount of the Notes submitted for redemption
pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such seven (7) Business Day
period.


 


12. VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,
the Cayman Islands Companies Law (2018 Revision)) and as expressly provided in this Note.


 


13. COVENANTS.
Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a) Rank.
All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness
of the Company and its Subsidiaries (other than Permitted Senior Indebtedness solely with respect to Permitted Senior Indebtedness
Collateral).


 


(b) Incurrence
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the
Other Notes and (ii) other Permitted Indebtedness).


  



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(c) Existence
of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow
or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”)
other than Permitted Liens.


 


(d) Restricted
Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem,
defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness
(other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness
if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an
Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute
an Event of Default has occurred and is continuing.


 


(e) Restriction
on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its share capital.


 


(f) Restriction
on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the
Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other
than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company
and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product
in the ordinary course of business.


 


(g) Maturity
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.


 


(h) Change
in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated
to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or
incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
modify its or their corporate structure or purpose in any material respect.


  



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(i) Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its
existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified
and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary.


 


(j) Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition,
ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of
all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof
or thereunder.


 


(k) Maintenance
of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable
to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any
of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.


 


(l) Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in
such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or
as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.


 


(m) Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a
party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer
or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions
in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the
prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would
be obtainable in a comparable arm’s length transaction with a Person that is not an affiliate thereof.


 


(n) Restricted
Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders (i) issue
any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities that
would cause a breach or default under the Notes.


  



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(o) Financial
Test; Announcement of Operating Results.


 


(i) Financial
Tests


 


(1) Available
Cash Test. At any time any Notes remain outstanding, the Company’s Available Cash as of each Calendar Quarter shall
equal or exceed, as applicable: 1,500,000 (the “Available Cash Test”, and each a “Financial Test”).


 


(2) [Intentionally
Omitted]


 


(ii)
Operating Results Announcement. Commencing with the Calendar Quarter ending September 30, 2019, the Company shall publicly
disclose and disseminate (such date, the “Announcement Date”), if any Financial Tests have not been satisfied
for such Calendar Quarter or Fiscal Year, as applicable, a statement to that effect no later than the tenth (10th)
day after the end of such Calendar Quarter or such Fiscal Year, as applicable, and such announcement, in each case, shall include
a statement to the effect that the Company is in breach of any Financial Test for such Calendar Quarter or Fiscal Year, as applicable.
On the Announcement Date, the Company shall also provide to the Holders a certification, executed on behalf of the Company by
the Chief Financial Officer of the Company, certifying that the Company satisfied the Financial Tests for such Calendar Quarter
if that is the case. If the Company has failed to meet any Financial Test for such Calendar Quarter (a “Financial Covenant
Failure”), the foregoing written certification that the Company provides to the Holders shall also state a Financial
Test has not been met (a “Financial Covenant Failure Notice”). Concurrently with the delivery of each Financial
Covenant Failure Notice to the Holders, the Company shall also make publicly available (as part of an Annual Report on Form 20-F
or on a Report of Foreign Issuer on Form 6-K, or otherwise) the Financial Covenant Failure Notice and the fact that an Event of
Default has occurred under the Notes.


 


(p) Independent
Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing,
(y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or
(z) at any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire
an independent, reputable investment bank selected by the Holder and approved by the Company (such approval not to be unreasonably
withheld or delayed) to investigate as to whether any breach of this Note has occurred (the “Independent Investigator”).
If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator shall notify
the Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connection
with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records,
personnel, offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the
Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including
the accountants’ work papers) and any books of account, records, reports and other papers not contractually required of
the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator
may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish
the Independent Investigator with such financial and operating data and other information with respect to the business and properties
of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to
discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto
to, the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision
the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company
and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.


  



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14. DISTRIBUTION
OF ASSETS. In addition to any adjustments pursuant to Section 6 and Section 7 above, if the Company shall declare or make
any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of Ordinary Shares,
by way of return of capital or otherwise (including without limitation, any distribution of cash, shares or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the
Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Note (without taking into account any
limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the
Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such
Distribution or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for
such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled
to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership
of such Ordinary Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its
right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time
or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or
on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 


15. AMENDING
THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior
written consent of the Required Holders shall be required for any change, waiver or amendment to this Note. Any change, waiver
or amendment so approved shall be binding upon all existing and future holders of this Note and any Other Notes; provided, however,
that no such change or waiver, as applied to any of the Notes held by any particular holder of Notes, shall, without the written
consent of that particular holder, (i) reduce the amount of Principal, reduce the amount of accrued and unpaid Interest, or extend
the Maturity Date, of the Notes, (ii) disproportionally and adversely affect any rights under the Notes of any holder of Notes;
or (iii) modify any of the provisions of, or impair the right of any holder of Notes under, this Section 16.


  



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16. TRANSFER.
This Note and any Ordinary Shares issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder
without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase Agreement.


 


17. REISSUANCE
OF THIS NOTE.


 


(a) Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Note (in accordance with Section 17(d)), registered as the Holder may request,
representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being
transferred, a new Note (in accordance with Section 17(d)) to the Holder representing the outstanding Principal not being transferred.
The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii)
following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less
than the Principal stated on the face of this Note.


 


(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice
as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding Principal.


 


(c) Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 17(d) and in principal amounts of at least $1,000)
representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such
outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d) Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated by the Holder
which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance
date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same
rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and
Interest of this Note, from the Issuance Date.


  



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18. REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. No failure
on the part of the Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at
law or equity or under this Note or any of the documents shall not be deemed to be an election of Holder’s rights or remedies
under such documents or at law or equity. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent
injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving
actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions
of this Note (including, without limitation, compliance with Section 7).


 


19. PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay
the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The Company expressly
acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price
paid for this Note was less than the original Principal amount hereof.


 


20. CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed
against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part
of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note
instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections
of this Note. Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall
have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to
in writing by the Holder.


  



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21. FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section
21 shall permit any waiver of any provision of Section 3(d).


 


22. DISPUTE
RESOLUTION.


 


(a) Submission
to Dispute Resolution.


 


(i) In
the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion Price,
a Pre-Installment Conversion Price, an Alternate Conversion Price, a Black-Scholes Consideration Value, a VWAP or a fair market
value or the arithmetic calculation of a Conversion Rate, the Restricted Principal, or the applicable Redemption Price (as the
case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or
the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company,
within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at
any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to
promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Installment
Conversion Price, such Pre-Installment Conversion Price, such Alternate Conversion Price, such Black-Scholes Consideration Value,
such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate, the Restricted Principal or such applicable
Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice
by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the
Holder shall select an independent, reputable investment bank approved by the Company, such approval not to be unreasonably withheld
or delayed, to resolve such dispute.


 


(ii) The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with the first sentence of this Section 22 and (B) written documentation supporting its position with respect to such
dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of
the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required
Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


  



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(iii) The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of
such dispute shall be final and binding upon all parties absent manifest error.


 


(b) Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules
(“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR §
7503(a) in order to compel compliance with this Section 22, (ii) a dispute relating to a Conversion Price includes, without limitation,
disputes as to (A) whether an issuance or sale or deemed issuance or sale of Ordinary Shares occurred under Section 7, (B) the
consideration per share at which an issuance or deemed issuance of Ordinary Shares occurred, (C) whether any issuance or sale
or deemed issuance or sale of Ordinary Shares was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether
an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance
occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected
investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly
authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by
such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall
apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iv)
the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section
22 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set
forth in this Section 22 and (v) nothing in this Section 22 shall limit the Holder from obtaining any injunctive relief or other
equitable remedies (including, without limitation, with respect to any matters described in this Section 22).


  



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23. NOTICES;
CURRENCY; PAYMENTS.


 


(a) Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment
of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least
fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Ordinary Shares, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities
or rights to purchase shares, warrants, securities or other property to holders of Ordinary Shares or (C) for determining rights
to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


(b) Currency.
All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts
owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into
the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange
rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an
amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period
of time).


 


(c) Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set
forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account
of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in
writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached
to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately
available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer
instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day,
the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due
under the Transaction Documents which is not paid when due (except to the extent such amount is simultaneously accruing Interest
at the Default Rate hereunder) shall result in a late charge being incurred and payable by the Company in an amount equal to interest
on such amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full
(“Late Charge”).


 


24. CANCELLATION.
After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been satisfied in full,
this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


  



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25. WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and
all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and
the Securities Purchase Agreement.


 


26. GOVERNING
LAW. 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 New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section
22 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The Company hereby appoints Dentons US LLP as its agent
for service of process in New York. Nothing contained herein (i) shall be deemed or operate to preclude the Holder from bringing
suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court
ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 22. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of
the laws of the State of New York as the governing law of this Note is a valid choice of law and would be recognized and given
effect to in any action brought before a court of competent jurisdiction in the Cayman Islands and the laws of the Singapore except
for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application
of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands and the laws
of the Singapore. The choice of laws of the State of New York as the governing law of this
Note will be honored by competent courts in the Cayman Islands and Singapore, subject to compliance with relevant the Cayman Islands
and/or Singapore, as applicable, civil procedural requirements. The Company or any of their respective properties, assets
or revenues does not have any right of immunity under Cayman Islands, the laws of the Singapore or New York law, from any legal
action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim,
from the jurisdiction of any Cayman Islands, the Singapore, New York or United States federal court, from service of process,
attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other
legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect
to its obligations, liabilities or any other matter under or arising out of or in connection with this Note; and, to the extent
that the Company, or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of
immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent
permitted by law and hereby consents to such relief and enforcement as provided in this Note and the other Transaction Documents.


  



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27. JUDGMENT
CURRENCY.


 


(a) If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to
convert into any other currency (such other currency being hereinafter in this Section 27 referred to as the “Judgment
Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:


 


(i) the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


 


(ii) the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
of which such conversion is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(b) If
in the case of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in the
Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 


(c) Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Note.


 


28. SEVERABILITY.
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in
good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect
of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


  



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29. MAXIMUM
PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.
In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law,
any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to
the Company.


 


30. CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


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


 


(b) “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(c) “Acceleration
Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire
instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of
(I) the highest price that the Ordinary Shares trades at on the Trading Day immediately preceding the relevant Conversion Date
with respect to such Acceleration and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting
(I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with
respect to such Acceleration from (II) the quotient obtain by dividing (x) the applicable Acceleration Amount that the Holder
has elected to be the subject of the applicable Acceleration, by (y) the applicable Installment Conversion Price without giving
effect to clause (x) of such definition.


 


(d)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of Ordinary Shares (other than rights
of the type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the Company
in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment
or other similar rights).


 


(e) “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the shares having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(f) “Alternate
Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant
to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher
of (I) the highest price that the Ordinary Shares trades at on the Trading Day immediately preceding the relevant Alternate Conversion
Date and (II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of Ordinary
Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion
from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of
the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such
definition.


  



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(g)
“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the
lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion,
(ii) the greater of (x) the Floor Price and (y) the lowest of (I) 80% of the VWAP of the Ordinary Shares as of the Trading Day
immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, (II) 85% of the VWAP of the Ordinary
Shares as of the Trading Day of the delivery or deemed delivery of the applicable Conversion Notice and (III) 85% of the price
computed as the quotient of (I) the sum of the VWAP of the Ordinary Shares for each of the three (3) Trading Days with the lowest
VWAP of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately
preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (II) three (3) (such period, the “Alternate
Conversion Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, share split,
share combination, reclassification or similar transaction that proportionately decreases or increases the Ordinary Shares during
such Alternate Conversion Measuring Period.


 


(h)
“Approved Share Plan” means any employee benefit plan which has been approved by the board of directors of
the Company prior to or subsequent to the Subscription Date pursuant to which Ordinary Shares and standard options to purchase
Ordinary Shares and other equity incentive awards may be issued to any employee, officer, or director of the Company or Roth Capital
Partners or Maxim Group LLC (solely in their capacity as financial advisers, placement agents and/or underwriters, as applicable)
or Christensen IR (solely for investor relations services to the Company), in each case, for services provided to the Company
in their capacity as such.


 







(i) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds,
feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the
Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder
or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares would or
could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For
clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 






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(j) “Available
Cash” means, with respect to any date of determination, an amount equal to the aggregate amount of the Cash of the Company
and its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable for unrestricted use
by the Company or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts of financial
banking institutions in the United States of America.


 


(k)
“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment
Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of
the Ordinary Shares on the Trading Day immediately preceding the public announcement of the execution of definitive documents
with respect to the issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as
the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the
Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may
be).


 


(l) “Bloomberg”
means Bloomberg, L.P.


 


(m) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(n) “Cash”
of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with
IFRS, and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and
its wholly owned Subsidiaries on a consolidated basis on such date.


 


(o)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its,
direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization
or reclassification of the Ordinary Shares in which holders of the Company’s voting power immediately prior to such reorganization,
recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly
traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving
entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent
if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, or (iii)
pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or
any of its Subsidiaries.


 


(p) “Change
of Control Redemption Premium” means 120%.


 






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(q) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid
price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if
the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section 22. All such determinations shall be
appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions
during such period.


 


(r) “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially
issued Notes pursuant to the terms of the Securities Purchase Agreement.


 


(s) “Conversion
Floor Price Condition” means that the relevant Interest Conversion Price, Alternate Conversion Price or Installment
Conversion Price, as applicable, is being determined based on clause (x) of such definitions.


 


(t) “Conversion
Installment Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant
to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher
of (I) the highest price that the Ordinary Shares trades at on the Trading Day immediately preceding the relevant Installment
Date and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting (I) the number of Ordinary
Shares delivered (or to be delivered) to the Holder on the applicable Installment Date with respect to such Installment Conversion
from (II) the quotient obtain by dividing (x) the applicable Installment Amount subject to such Installment Conversion, by (y)
the applicable Installment Conversion Price without giving effect to clause (x) of such definition.


 


(u) “Conversion
Share Ratio” means as to any applicable Installment Date, the quotient of (i) the number of Pre-Installment Conversion
Shares delivered in connection with such Installment Date divided by (ii) the number of Post-Installment Conversion Shares applicable
to such Installment Date.


  



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(v) “Convertible
Securities” means any shares or other security (other than Options) that is at any time and under any circumstances,
directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any Ordinary Shares.


 


(w)
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Select Market, or the Principal Market.


 


(x) “Eligible
Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance
sheet of the Company and its Subsidiaries prepared as of such date in accordance with IFRS, and which are permitted under the
Company’s investment policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.


 


(y) “Equity
Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning thirty
calendar days prior to such applicable date of determination (or, with respect to the initial thirty (30) calendar days after
the Resale Eligibility Date, as of the Resale Eligibility Date) and ending on and including such applicable date of determination
either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the
prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any
Ordinary Shares previously sold pursuant to such prospectus deemed unavailable) for the resale of all Ordinary Shares to be issued
in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination at the Alternate Conversion Price then in effect (without regard to any limitations
on conversion set forth herein)) (each, a “Required Minimum Securities Amount”), in each case, in accordance
with the terms of the Registration Rights Agreement and there shall not have been during such period any Grace Periods (as defined
in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144 (as defined
in the Securities Purchase Agreement) without the need for registration under any applicable federal or state securities laws
(in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes)
and no Current Information Failure (as defined in the Registration Rights Agreement) exists or is continuing; (ii) on each day
during the period beginning thirty calendar days prior to the applicable date of determination and ending on and including the
applicable date of determination (the “Equity Conditions Measuring Period”), the Ordinary Shares (including
all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been
suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the
applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible
Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal,
compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible Market
or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Ordinary Shares
is then listed or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring Period, the Company shall
have delivered all Ordinary Shares issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and
all other shares required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv)
any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion
Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d) hereof;
(v) any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the
Conversion Amount being redeemed in the event requiring this determination at the Conversion Price then in effect (without regard
to any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations of the Eligible
Market on which the Ordinary Shares is then listed or designated for quotation (as applicable); (vi) on each day during the Equity
Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred
which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably
be expected to cause (1) any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not
be effective or the prospectus contained therein to not be available for the resale of the applicable Required Minimum Securities
Amount of Registrable Securities in accordance with the terms of the Registration Rights Agreement or (2) any Registrable Securities
to not be eligible for sale pursuant to Rule 144 without the need for registration under any applicable federal or state securities
laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes)
and no Current Information Failure exists or is continuing; (viii) the Holder shall not be in (and no other holder of Notes shall
be in) possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries or any
of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions
Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached any representation
or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality,
which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including, without
limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x) on each Trading
Day during the Equity Conditions Measuring Period, there shall not have occurred any Volume Failure or Price Failure as of such
applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall exist or
be continuing and the applicable Required Minimum Securities Amount of Ordinary Shares are available under the certificate of
incorporation of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all Ordinary Shares to be
issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination at the Conversion Price then in effect (without regard to any limitations on conversion
set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during the Equity
Conditions Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event that with
the passage of time or giving of notice would constitute an Event of Default; (xiii) no bone fide dispute shall exist, by and
between any of holder of Notes, the Company, the Principal Market (or such applicable Eligible Market in which the Ordinary Shares
of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other Transaction
Document and (xiv) the Ordinary Shares issuable pursuant the event requiring the satisfaction of the Equity Conditions (or issuable
upon conversion of the Conversion Amount being redeemed in the event requiring this determination at the Conversion Price then
in effect (without regard to any limitations on conversion set forth herein)) are duly authorized and listed and eligible for
trading without restriction on an Eligible Market.


  



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(z) “Equity
Conditions Failure” means, as applicable, that (i) on any day during the period commencing twenty (20) Trading Days
prior to the applicable Installment Notice Date through the later of the applicable Installment Date and the date on which the
applicable Ordinary Shares are actually delivered to the Holder, or (ii) with respect to any other date of determination, any
day during the period commencing twenty (20) Trading Days prior to such date of determination, the Equity Conditions have not
been satisfied (or waived in writing by the Holder).


 


(aa)“Event
Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum
of the VWAP of the Ordinary Shares for each of the five (5) Trading Days with the lowest VWAP of the Ordinary Shares during the
fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading
Day after such Share Combination Event Date, divided by (y) five (5).


 


(bb)“Excluded
Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares or other incentive equity awards
issued to employee, officer, or director of the Company or Roth Capital Partners or Maxim Group LLC (solely in their capacity
as financial advisers, placement agents and/or underwriters, as applicable) Christensen IR (solely for investor relations services
to the Company), in each case, for services rendered to the Company in their capacity as such pursuant to an Approved Share Plan
(as defined above), provided that (A) all such issuances (taking into account the Ordinary Shares issuable upon exercise of such
options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 10% of the Ordinary
Shares issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not
lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions
of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) Ordinary Shares
issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Ordinary Shares or other
incentive equity awards issued pursuant to an Approved Share Plan that are covered by clause (i) above) issued prior to the Subscription
Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary
Shares or other incentive equity awards issued pursuant to an Approved Share Plan that are covered by clause (i) above) is not
lowered (other than automatically pursuant to the terms thereof that were in effect on the date immediately prior to the date
of this Agreement), none of such Convertible Securities (other than standard options to purchase Ordinary Shares or other incentive
equity awards issued pursuant to an Approved Share Plan that are covered by clause (i) above) are amended to increase the number
of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options
to purchase Ordinary Shares or other incentive equity awards issued pursuant to an Approved Share Plan that are covered by clause
(i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the Ordinary Shares
issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are
not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms
thereof in effect as of the Subscription Date); and (iv) Ordinary Shares issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration
statement in connection therewith until after the Applicable Date; and provided further that any such issuance shall only be to
a Person (or to the equityholders of a Person) which is, itself or through its Principal Subsidiary, an operating company or an
owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities; provided that, notwithstanding
anything herein to the contrary, a Variable Rate Transaction (as defined in the Securities Purchase Agreement) shall not be an
Excluded Security hereunder for purposes of any issuance of Ordinary Shares on or after the Subscription Date.


 



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(cc)“Calendar
Quarter” means each of the three month periods ending on March 31, June 30 and September 30 of each Fiscal Year.


 


(dd)“Fiscal
Year” means the fiscal year adopted by the Company for financial reporting purposes as of the date hereof that ends
on December 31.


 


(ee)“Floor
Price” means $0.30 (or such lower amount as permitted, from time to time, by the rules and regulations of the Principal
Market), subject to adjustment for share splits, share dividends, share combinations, recapitalizations or other similar events.


 


(ff)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender
or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the
outstanding Ordinary Shares calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated
with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number
of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to,
such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act)
of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject
Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding
Ordinary Shares, (y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all the Subject
Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock or share purchase agreement
or other business combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become
collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares,
or (v) reorganize, recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including
through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the
Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction
in outstanding Ordinary Shares, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme
of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Ordinary Shares not held by all such Subject Entities as of the date
of this Note calculated as if any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other equity securities of the
Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other
shareholders of the Company to surrender their Ordinary Shares without approval of the shareholders of the Company or (C) directly
or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or
the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of
this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may
be defective or inconsistent with the intended treatment of such instrument or transaction.


 


(gg)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(hh)
“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this
Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the
initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.


  



    44


     


    

 


(ii) “IFRS”
means International Financial Reporting Standards, consistently applied.


 


(jj)
“Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(kk)“Installment
Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x)
$416,666.67 and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to
the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date
(in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption
or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance
therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance
therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest as of such Installment
Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the
event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion
of the each unpaid Installment Amount hereunder.


 


(ll)“Installment
Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then
in effect, and (ii) the greater of (x) the Floor Price and (y) 85% of the quotient of (A) the sum of the VWAP of the Ordinary
Shares for each of the three (3) Trading Days with the lowest VWAP of the Ordinary Shares during the twenty (20) consecutive Trading
Day period ending and including the Trading Day immediately prior to the applicable Installment Date, divided by (B) three (3).
All such determinations to be appropriately adjusted for any share split, share dividend, share combination or other similar transaction
during any such measuring period.


 


(mm)“Installment
Date” means (i) November 29, 2019, (ii) thereafter, the last Trading Day of the calendar month immediately following
the previous Installment Date until the Maturity Date, and (iii) the Maturity Date.


 


(nn)“Maturity
Date” shall mean July 31, 2020; provided, however, the Maturity Date may be extended at the option of the Holder (i)
in the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred
and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the
date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction
is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder
elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to
Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such provision shall not limit the
conversion of this Note.


  



    45


     


    

 


(oo)
“Options” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible
Securities.


 


(pp)“Ordinary
Shares” means (i) the Company’s shares of ordinary shares, $0.0008 par value per share, and (ii) any share capital
into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary
shares.


 


(qq)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


(rr)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness
set forth on Schedule 3(t) to the Securities Purchase Agreement, as in effect as of the Subscription Date and (iii) Indebtedness
secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens and (iv)
up to $25 million of additional non-convertible Indebtedness (without any Subsequent Placement (as defined in the Securities Purchase
Agreement) of equity or equity-linked securities occurring in connection with the issuance thereof) with a maturity date after
(and no redemption dates thereunder prior to) the Maturity Date.


 


(ss)“Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with IFRS, (ii) any statutory Lien arising in the ordinary course
of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings,
(iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price
of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or
(B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired
and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount
not to exceed $250,000, (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured
by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited
to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced
does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom
duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default under Section 4(a)(xii) and (viii) Liens with respect to the Permitted Senior Indebtedness.


  



    46


     


    

 


(tt)“Permitted
Senior Indebtedness” means the Indebtedness set forth on Schedule 3(s) the Securities Purchase Agreement, as in effect
as of the Subscription Date, provided, however, that the aggregate outstanding principal amount of such Indebtedness
permitted hereunder does not at any time exceed $60 million.


 


(uu)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(vv)“Post-Installment
Conversion Shares” means that number of Ordinary Shares that would be required to be delivered pursuant to Section 8
on an applicable Installment Date without taking into account the delivery of any Pre-Installment Conversion Shares.


 


(ww)“Pre-Installment
Conversion Price” means, with respect to a particular date of determination, the lowest of (i) the Conversion Price
then in effect, and (ii) the greater of (x) the Floor Price and (y) 85% of the quotient of (A) the sum of the VWAP of the Ordinary
Shares for each of the three (3) Trading Days with the lowest VWAP of the Ordinary Shares during the twenty (20) consecutive Trading
Day period ending and including the Trading Day immediately preceding the date of the delivery or deemed delivery of the applicable
Installment Notice, divided by (B) three (3). All such determinations to be appropriately adjusted for any share split, share
dividend, share combination or other similar transaction during any such measuring period.


 


(xx) “Price
Failure” means, with respect to a particular date of determination, the VWAP of the Ordinary Shares on any Trading Day
during any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of
determination fails to exceed $0.89 (as adjusted for share splits, share dividends, share combinations, recapitalizations or other
similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any share
splits, share dividends, share combinations, recapitalizations or other similar transactions during any such measuring period.


 


(yy)“Principal
Market” means the Nasdaq Global Market.


 


(zz)“Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Installment Notices with respect to any Installment
Redemption and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”


 


(aaa)“Redemption
Date” means, as applicable, the Event of Default Redemption Date, the Change of Control Redemption Date and, with respect
to an Installment Redemption, the applicable Installment Date.


 


(bbb)“Redemption
Premium” means 120%.


 


(ccc)
“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption
Prices and the Installment Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”


  



    47


     


    

 


(ddd)“Registration
Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and among the Company
and the initial holders of the Notes relating to, among other things, the registration of the resale of the Ordinary Shares issuable
upon conversion of the Notes or otherwise pursuant to the terms of the Notes, as may be amended from time to time.


 


(eee)“Resale
Eligibility Date” means the initial date any of the Registrable Securities are eligible to be resold pursuant to (x)
an effective registration statement or (y) Rule 144.


 


(fff)“SEC”
means the United States Securities and Exchange Commission or the successor thereto.


 


(ggg)“Securities
Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription Date, by and among
the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to
time.


 


(hhh)“Subscription
Date” means September 4, 2019.


 


(iii) “Subsidiaries”
means, as of any date of determination, any Person in which the Company as of such date
of determination, directly or indirectly, (i) owns any of the outstanding share capital or holds any equity or similar interest
of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person.


 


(jjj)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(kkk)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


(lll)“Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Ordinary Shares,
any day on which the Ordinary Shares is traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares is
then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares is scheduled to trade
on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading
on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated
as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to
the Ordinary Shares, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


  



    48


     


    

 


(mmm)
“Volume Failure” means, with respect to a particular date of determination, the daily aggregate dollar trading
volume (as reported on Bloomberg) of the Ordinary Shares on the Principal Market on any three Trading Days during the twenty (20)
Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume
Failure Measuring Period”), is less than $750,000 (as adjusted for any share splits, share dividends, share combinations,
recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately
adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions during such
Volume Failure Measuring Period.


 


(nnn)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30
start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security
in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is
reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly
Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 22. All such determinations shall be appropriately adjusted for any share dividend, share split,
share combination, recapitalization or other similar transaction during such period.


 


31. DISCLOSURE.
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of
any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating
to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company
shall on or prior to 9:00 am, New York city time on the Business Day immediately following such notice delivery date, publicly
disclose such material, non-public information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that
the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,
the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the
Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately
upon receipt of notice from the Holder), the Holder shall be allowed to presume that all matters relating to such notice
do not constitute material, non-public information relating to the Company or any of its Subsidiaries. If the Company or any of
its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Report of Foreign
Private Issuer on Form 6-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants
and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their
respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade
on the basis of, such material non-public information. Nothing contained in this Section 31 shall limit any obligations of the
Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement.


 


[signature
page follows]


  



    49


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	REEBONZ HOLDINGS LIMITED
	 	 
	 	By:	 
	 	Name: 	Samuel Lim
	 	Title:	Chief Executive Officer




 


Senior
Convertible Note - Signature Page


  



     


     


    

 


EXHIBIT
I


REEBONZ HOLDINGS LIMITED

CONVERSION NOTICE


 


Reference
is made to the Senior Convertible Note (the “Note”) issued to the undersigned by Reebonz Holdings Limited,
a company organized under the laws of the Cayman Islands (the “Company”). In accordance with and pursuant to
the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below
into Ordinary Shares, $0.0008 par value per share (the “Ordinary Shares”), of the Company, as of the date specified
below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.


 


	Date of Conversion:	 
	 	 
	Aggregate Principal to be converted:	 
	 	 
	Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:	 
	 	 
	AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:	 
	 	 
	Please confirm the following information:	 
	 	 
	Conversion Price:	 
	 	 
	Number of Ordinary Shares to be issued (the “Shares”)::	 
	 	 
	Installment Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:	 




  


		☐	If this Conversion Notice is being delivered with respect
to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price:____________



 


		☐	If this Conversion Notice is being delivered with respect
to an Acceleration, check here if Holder is electing to use _________ as the Pre-Installment Conversion Price or Installment Conversion
Price (as applicable) related to the following Installment Date:____________.



  



     


     


    

 


Please issue the Ordinary Shares into which
the Note is being converted to Holder, or for its benefit, as follows:


 


		☐	Check here if requesting delivery as a certificate to the
following name and to the following address:





  


	 	Issue to: 	 
	 	 	 
	 	 	 


 


		☐	Check here if requesting delivery by Deposit/Withdrawal
at Custodian as follows:



 


	 	DTC Participant: 	 
	 	DTC Number: 	 
	 	Account Number: 	 


  


	Date: _____________ __, _____	 
	 	 
	 	 
	Name of Registered Holder	 


 


	By:	 	 
		Name:	 
		Title:	 


 


	 	Tax ID:	 	 
	 	Facsimile: 	 	 
	E-mail Address:	 



 



     


     


    

 


Exhibit
II


 


ACKNOWLEDGMENT


 


The
Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of Ordinary Shares [are][are
not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery
to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby
directs _________________ to issue the above indicated number of Ordinary Shares in accordance with the Transfer Agent Instructions
dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.


  


	 	REEBONZ HOLDINGS LIMITED
	 	 
	 	By:	 
	 	Name: 	       
	 	Title: