Exhibit 10.3


 


CONVERTIBLE
PROMISSORY NOTE


 


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 SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR (II) UNLESS 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. 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.


 


TODOS
MEDICAL, LTD


CONVERTIBLE
PROMISSORY NOTE


 


Issuance
Date: April 19, 2021


 


FOR
VALUE RECEIVED, Todos Medical Ltd., a corporation organized under the laws of Israel (the “Company”), pursuant
to this Convertible Promissory Note (the “Note”) hereby promises to pay to Strategic Investment Holdings, LLC,
a Nevada limited liability company its designee or registered assigns (the “Holder”) the principal amount of
three million five hundred thousand dollars ($3,500,000) as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the “Principal”, whether upon the Maturity Date which is April 8, 2025, acceleration, conversion,
redemption or otherwise (in each case in accordance with the terms hereof. So long as the Company is not in breach of this Note,
all amounts due under this Note, shall be payable by the Company with its Ordinary Stock, $.01 par value per share (the “Ordinary
Stock”) at such times and in such amounts as determined by the Holder. For purposes of determining the number of shares
of the Ordinary Stock issuable upon conversion, the Ordinary Stock shall be valued at the Fair Market Value as defined herein.


 


This
Note is issued pursuant to that certain Securities Purchase Agreement (the “SPA”) of even date herewith, by
and among the Company and Holder. Capitalized terms not defined herein will have the meanings set forth in the SPA. Certain capitalized
terms used herein and not otherwise defined are defined in Section 22.


 


1.
PRINCIPAL


 


On
the Maturity Date, the Company shall pay to the Holder the Principal outstanding in shares of the Ordinary Stock.


 




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2.
CONVERSION OF NOTE.


 


Following
the Issuance Date, as set out above, at the option of the Holder, this Note shall be convertible into shares of Ordinary Stock
on the terms and conditions set forth in this Note.


 


(a)
Optional Conversion Right. At any time or times on or after the Issuance Date of this Note, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Ordinary Stock
in accordance with Section 2(c), at the Conversion Rate (as defined below) (the “Conversion Date”). The Company
shall not issue any fraction of a share of Ordinary Stock upon any conversion. If the issuance would result in the issuance of
a fraction of a share of Ordinary Stock, the Company shall round such fraction of a share of Ordinary Stock up to the nearest
whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance
and delivery of Ordinary Stock upon conversion of any Conversion Amount. The Holder shall have the right to deliver an effective
conversion notice at any time until 11:59 pm on the chosen date and it shall be immediately effective.


 


(b)
Conversion Rate. The number of shares of Ordinary Stock issuable upon conversion of any Conversion Amount pursuant to this
Agreement shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Price”).


 


(i)
“Conversion Amount” means the sum of the portion of the Principal to be converted, redeemed or otherwise with
respect to which this determination is being made.


 


(ii)
“Conversion Price” means the “Fair Market Value” which shall equal the lesser of five cents
($0.05) or the volume weighted average price (“VWAP”) of the last 20 trading days for the Ordinary Stock as
reported in the OTC Link by OTC Markets Group Inc prior to the day in which the Holder delivers a Notice of Conversion to the
Company. No conversion shall take place prior to October 20, 2021. In the event the Holder delivers a Notice of Conversion to
the Buyer at a per share price less than $0.05 ($0.05), the Buyer shall have the right to immediately notify the Seller of its
intention to pay the conversion amount in cash within three (3) business days of receipt of the Notice of Conversion (i.e. before
Seller would take possession of shares converted under the Notice of Conversion). If, at any time between October 20, 2021 and
April 20, 2022, the average of the lowest bid and closing sale price at 4:00:00 p.m., New York time (or such other time as such
market publicly announces is the official close of trading) is below ($0.05), Buyer has the option to buy out all or any portion
of the Note (the “Buyback Option”). In the event Buyer exercises the Buyback Option for an amount equal to
or greater than one million, one hundred seventy thousand dollars ($1,170,000) (the “Buyback Amount”), Seller
shall not submit any conversions below five cents ($0.05) for ninety (90) days from receipt of the Buyback Amount (“90
Day Period”). Buyer may exercise a second Buyback Option at the end of the 90 Day Period under the same terms. Buyer
must provide thirty (30) days’ notice to Seller prior to exercising any Buyback Option or notify the Seller of its intention
to pay the Buyback Amount upon receipt of a Conversion Notice below five cents ($0.05) and pay the Buyback Amount within three
business days of receipt of such notice.


 


(iii)
“Mandatory Conversion” In the event the Company uplists its stock to a major stock exchange (the “Uplisting”),
the Note shall automatically be exchanged into Preferred stock (the “Series B Preferred Stock”) with such fixed
conversion price terms equal to the lesser of (a) five cents ($0.05), (b) the opening price on the day of Uplisting provided there
is no transaction associated with Uplisting, or (c) the deal price of an Uplisting transaction.


 




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(c)
Mechanics of Optional Conversion and Adjustment:


 


(i)
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation
of the holder of the Note and the Principal amount of the Note held by the holder (the “Registered Note”).
The entries in the Register, made in good faith, shall be conclusive and binding for all purposes absent manifest error. The Company
and the holder of the Note shall treat each Person whose name is recorded in the Register as the owner of the Note for all purposes,
including, without limitation, the right to receive payments of Principal, if any, hereunder, notwithstanding notice to the contrary.
Upon its receipt of a request to assign or sell all or part of the Registered Note by the Holder, 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 this Note. Notwithstanding
anything to the contrary in this Section 2(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such
Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation
of such assignment or sale in the Register (a “Related Party Assignment”); provided, that (x) the Company
may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign
or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling
Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity,
or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as
a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the
Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale
in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon 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
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
converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company,
so as not to require physical surrender of this Note upon conversion.


 


(d)
Beneficial Ownership. In case that the Holder becomes subject to the filing or reporting obligations under Regulation 13D-G
of the Exchange Act due to (i) the conversion of this Note, or any other share issuance hereunder, or (ii) the changes to the
beneficial ownership of the Holder (together with the Attribution Parties) in the Company, including but not limited to the changes
to such beneficial ownership due to the conversion or share issuance hereunder, the Holder shall timely file such schedules or
forms with the United States Securities and Exchange Commission (the “Commission”) as required under Regulation
13D-G of the Exchange Act. For purposes of this paragraph, beneficial ownership and all calculations (including, without limitation,
with respect to calculations of percentage ownership) shall be determined in accordance with Regulation 13D-G and the rules and
regulations promulgated thereunder. The obligations contained in this paragraph shall apply to a successor Holder of this Note.
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 to the Holder the number of shares of Ordinary Stock then outstanding, including by virtue of any prior
conversion or exercise of convertible or exercisable securities into Ordinary Stock, including, without limitation, pursuant to
this Note or securities issued pursuant to the SPA.


 




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(e)
Disputes. In the event of a dispute as to the number of shares of Ordinary Stock issuable to the Holder in connection with
a conversion of this Note, the Company shall issue to the Holder the number of shares of Ordinary Stock not in dispute and resolve
such dispute in accordance with this Agreement.


 


3.
RIGHTS UPON EVENT OF DEFAULT.


 


(a)
Event of Default. Each of the following events shall constitute an “Event of Default”; provided, however,
that, except in the case of the Events of Default listed in Sections 3(a)(i), or 3(a)(ix) below, the Company shall have five
(5) business days after notice of default from the Holder to cure such Event of Default unless a lesser number of days is required
pursuant to the provisions of this Section 3.


 


(i)
Conversion and the Shares. The Company (i) fails to issue Conversion Shares to the Holder (or announces or threatens in
writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of the Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically
or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant
to the Note as and when required by the Note, or (iii) the Company directs its transfer agent not to transfer or delays, impairs,
and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the
Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to the Note as and when required by the Note,
or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)
any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion
Shares issued to the Holder upon conversion of or otherwise pursuant to the Note as and when required by the Note (or makes any
written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any
such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be
rescinded in writing) for five (5) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation
of the Company to remain current in its obligations to its transfer agent. It shall be an Event of Default of the Note, if a conversion
of the Note is delayed, hindered or frustrated due to a balance owed by the Company to its transfer agent. If at the option of
the Holder, the Holder advances any funds to the Company’s transfer agent in order to process a conversion, such advanced
funds shall be paid by the Company to the Holder within forty-eight (48) hours of a demand from the Holder.


 


(ii)
Breach of Agreements and Covenants. The Company breaches any material agreement, covenant or other material term or condition
contained in the Transaction Documents or in any agreement, statement or certificate given in writing pursuant hereto or in connection
herewith or therewith.


 


(iii)
Breach of Representations and Warranties. Any representation or warranty of the Company made in the Transaction Documents,
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be
false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a Material
Adverse Effect on the rights of the Holder with respect to the in the Transaction Documents. In the event of such a breach, the
Company shall have an opportunity to cure within two (2) business days.


 


(iv)
Receiver or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business,
or such a receiver or trustee shall otherwise be appointed. Under such circumstances, the Company shall have an opportunity to
cure within sixty (60) days.


 






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(v)
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Company or any subsidiary
of the Company or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed
for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.





 


(vi)
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any
subsidiary of the Company. Under such circumstances, the Company shall have an opportunity to cure within sixty (60) days.


 


(vii)
Delisting or Trading of Ordinary Stock. The Company shall fail to maintain the listing or quotation of its Ordinary Stock
minimally on a Trading Market.


 


(viii)
Failure to Comply with the Exchange Act. The Company shall fail to comply with the reporting requirements of the Exchange
Act and/or the Company shall cease to be subject to the reporting requirements of the Exchange Act.


 


(ix)
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business or assets.


 


(x)
Intentionally omitted.


 


(xi)
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to
pay its debts as such debts become due, provided, however, that any disclosure of the Company’s ability to continue as a
“going concern” shall not be an admission that the Company cannot pay its debts as they become due.


 


(xii)
Intentionally omitted.


 


(xiii)
Intentionally omitted.


 


(xiv)
Other Obligations. The occurrence of any default under any agreement or obligation of the Company that is not cured within
ten (10) days that could reasonably be expected to have a Material Adverse Effect.


 


(xv) Default
under Transaction Documents or Other Material Agreement. A default or event of default (subject to any grace or cure
period provided in the applicable agreement, document or instrument) shall occur under (A) this Note, the SPA or any of the
other agreements entered into by the parties related to the purchase of this Note (collectively, the “Transaction
Documents”), or (B) any other material agreement, lease, document or instrument to which Company or any Subsidiary
is obligated (and not covered by clause (vi) below), which in the case of subsection (B) would reasonably be expected to have
a Material Adverse Effect.


 


(xvi)
Default under Mortgage or Other Agreement of Indebtedness. Company or any Subsidiary shall default on any of its obligations
under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which
there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any
long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether such indebtedness now
exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable.


 




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(xvii)
Intentionally omitted.


 


(xviii)
Failure to Meet the Requirements under Rule 144. The Company does not meet the current public information requirements
under Rule 144.


 


(xix)
Failure to Maintain Intellectual Property. The failure by Company or any material Subsidiary to maintain any material intellectual
property rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business (whether
now or in the future) and such breach is not cured with twenty (20) days after written notice to the Company from the Holder.


 


(xx)
Trading Suspension. A Commission or judicial stop trade order or suspension from a Trading Market.


 


(xxi)
Intentionally omitted.


 


(xxii)
Failure to Provide Required Notification of a Material Event. A failure by Company to notify Holder of any material event
of which Company is obligated to notify Holder pursuant to the terms of this Note or any other Transaction Document.


 


(xxiii)
Invalidity or Unenforceability of Transaction Documents. Any material 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 Company, or the validity or enforceability thereof shall be contested by Company, or a proceeding shall be commenced by Company
or any governmental authority having jurisdiction over Company or Holder, seeking to establish the invalidity or unenforceability
thereof, or Company shall deny in writing that it has any liability or obligation purported to be created under any Transaction
Document.


 


4.
GOVERNING LAW.


 


This
Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts
of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the transactions
contemplated by this Note shall be brought only in the state courts located in the state of Delaware or in the federal courts
located in the state of Delaware. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non
conveniens. The parties executing this Note and other Transaction Documents referred to herein or delivered in connection herewith
on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by
jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In
the event that any provision of this Note or any other Transaction Document delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Note or any other Transaction Document contemplated hereby by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 




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5.
DELIVERY, MATTERS IMPACTING THE SECURITIES.


 


5.1
Delivery. Within three (3) business days (such first business day being the “Unlegended Shares Delivery Date”)
after the business day on which the Company has received from the Holder (i) a notice of conversion of the Convertible Note, or
a request to remove the legend from the Ordinary Shares received hereunder, (ii) a representation that the requirements of Rule
144, Section 4(a)(1), or any other applicable exemption have been satisfied, and (iii) an opinion of counsel in form, substance
and scope customary for opinions of counsel in comparable transactions to the effect that the shares to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration, the Company shall deliver such shares of the Ordinary
Stock without any restrictive legends (the “Unlegended Shares”); and (z) cause the issuance of the Unlegended
Shares to the Holder via express courier, by electronic transfer, or otherwise as requested by the Holder, on or before the Unlegended
Shares Delivery Date. The Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended
Shares Delivery Date could result in economic loss to the Holder. As compensation to Holder for such loss, the Company agrees
to pay late payment fees (as liquidated damages and not as a penalty) to the Holder for late delivery of Unlegended Shares in
the amount of $250.00 per business day after the Unlegended Shares Delivery Date.


 


5.2
Adjustments. Commencing on the date hereof and ending on the date in which Holder transfers and/or sells all of the Securities,
in the event that the Company directly or indirectly issues, offers, sells, grants any option or right to purchase, or otherwise
dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity
security or any equity- linked or related security (including, without limitation, any “equity security” (as that
term is defined under Rule 405 promulgated under the 1933 Act), any convertible securities, debt (with or related to equity),
any preferred stock or any purchase rights) (“Additional Issuance”) for consideration per share of Ordinary
Stock less than the Fair Market Value (as defined herein) or makes an Additional Issuance of Convertible Securities (as defined
below) with an conversion price per share of Ordinary Stock less than the Exercise Price (in each case, as adjusted for stock
splits, stock dividends, reclassifications, reorganizations or other similar transactions), then the Company shall (i) issue to
Holder, concurrently with such dilutive Additional Issuance, the number of Ordinary Shares to ensure that Holder has the number
of Ordinary Shares that it would have had if it converted the Convertible Note and/or Ordinary Shares in an offering of such Additional
Issuance at such lower purchase price, and (ii) subject to the Convertible Note, (A) reduce the conversion price of the Convertible
Note to the lesser of (1) the lowest purchase price per share of the Ordinary Stock of such Additional Issuance and (2) the lowest
conversion price or conversion price at which any Convertible Securities of an Additional Issuance are convertible or exercisable
into the Ordinary Stock, and (B) increase the number of Conversion Shares issuable upon the Conversion of the Note such that the
aggregate conversion price payable under the Convertible Note for the adjusted number of Conversion Shares shall be the same as
the aggregate conversion price in effect immediately prior to such adjustment (without regard to any limitations on conversion
contained in the Convertible Note). Additional Issuance of Convertible Securities means the issuance of the Ordinary Stock in
exchange for any service, security, or property including but not limited to an issuance of shares of Ordinary Stock upon conversion,
exchange or conversion of an option, note, warrant or other class or series of Company’s securities. If the Company, at
any time while Holder holds any portion of the Securities: (A) pays a stock dividend or otherwise makes a distribution or distributions
payable in Ordinary Shares or on Ordinary Shares or issues Ordinary Shares for any purpose including for any securities convertible
into or exercisable for Ordinary Shares; (B) subdivides outstanding Ordinary Shares into a larger number of shares; (C) combines
(including by way of a reverse stock split) outstanding Ordinary Shares into a smaller number of shares; or (D) issues Ordinary
Shares for any other reason not set forth in this Section, then the Exercise Price shall be subject to equitable adjustments for
such events so that Holder holds the same percentage or the right to acquire the same percentage of the Company’s Ordinary
Shares for like consideration both before or after such event. Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. Upon
the occurrence of each adjustment or readjustment of the Exercise Price as a result of the events described in this Section, the
Company, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall, upon the written request at any time of Holder a like certificate setting forth (i) such adjustment or readjustment,
(ii) the Exercise Price at the time in effect and (iii) the number of shares of shares of Ordinary Stock and the amount, if any,
of other securities or property which at the time would be received upon conversion of the Convertible Note.


 




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5.3
Rights Upon Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company effects a Fundamental
Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion
Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction,
the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such
Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Ordinary
Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one (1) share of Ordinary Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Ordinary Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion
of this Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new debenture consistent
with the foregoing provisions and evidencing the Holder’s right to convert such debenture into Alternate Consideration.
The terms of any agreement pursuant to which a Fundamental Transaction is affected shall include terms requiring any such successor
or surviving entity to comply with the provisions of this Section 5.3 and ensuring that this Note (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 




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5.4
Distribution of Assets. 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 shares of Ordinary Stock, by way of return of capital or otherwise (including
without limitation, any distribution of cash, stock or other securities, property, options, evidence of Indebtedness or any other
assets 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 shares of Ordinary Stock acquirable upon complete Conversion of the Note(without taking into account any limitations
or restrictions on the conversion of the Convertible Note) 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 Stock are to be determined for such Distributions
and the portion of such Distribution shall be held in abeyance for the Holder.


 


5.5
Purchase Rights. If at any time the Company grants, issues or sells any options, convertible securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of Ordinary Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire or receive, as applicable, 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 shares of Ordinary
Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility
of this Note) 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 shares of Ordinary Stock are to be determined for the
grant, issue or sale of such Purchase Rights.


 


5.6
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the occurrence
or consummation of any Fundamental Transaction pursuant to which holders of shares of Ordinary Stock are entitled to receive securities,
cash, assets or other property with respect to or in exchange for shares of Ordinary Stock (a “Corporate Event”),
the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure
that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter
have the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event,
shares of Ordinary Stock or Successor Capital Stock or, if so elected by the Holder, cash in lieu of the shares of Ordinary Stock
(or other securities, cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights and any shares of Ordinary Stock) which the Holder would have been entitled to receive upon the occurrence or consummation
of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event,
had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination date
for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note). Provision made
pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section
5.6 shall apply similarly and equally to successive Corporate Events. For purposes of this Agreement, “Successor Entity”
means one or more Person or Persons (or, if so, elected by the Holder, the Company or Parent Entity) formed by, resulting from
or surviving any Fundamental Transaction or one or more Person or Persons (or, if so, elected by the Holder, the Company or the
Parent Entity) with which such Fundamental Transaction shall have been entered into.


 




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5.7
Adjustment of Exercise Price upon Subdivision or Combination of Ordinary Stock. If the Company at any time on or after
the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise), one or more classes of its outstanding
shares of Ordinary Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split
or otherwise) one or more classes of its outstanding shares of Ordinary Stock into a smaller number of shares, the Exercise Price
in effect immediately prior to such combination will be proportionately increased.


 


5.8
Equity Blocker. At no time will the Holder acquire ownership of more than 9.99% of the number of shares of the Ordinary
Stock outstanding immediately after giving effect to the issuance of shares of Ordinary Stock hereunder and shares issuable upon
conversion of the Convertible Note. Holder shall have the right, in its sole and absolute discretion, at any time from time to
time, to conversion all or any part of the Convertible Note into fully paid and non-assessable Ordinary Shares, or any shares
of capital stock or other securities of the Company into which such Ordinary Shares shall hereafter be changed or reclassified
at the conversion price determined as provided herein; provided, however, that in no event shall Holder be entitled to conversion
any portion of the Convertible Note in excess of that portion of the Convertible Note upon conversion of which the sum of (1)
the number of Ordinary Shares beneficially owned by Holder and its affiliates (other than Ordinary Shares which may be deemed
beneficially owned through the ownership of the unexercised portion of the Convertible Note or the unexercised or unconverted
portion of any other security of the Company subject to a limitation on conversion analogous to the limitations contained herein)
and (2) the number of Ordinary Shares issuable upon the conversion of the portion of the Convertible Note with respect to which
the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more
than 9.99% of the outstanding Ordinary Shares. For purposes of the proviso to the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Regulation 13D- G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that
the limitations on conversion may be waived by the Holder upon, at the election of the Holder not less than 61 days’ prior
notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later
date, as determined by the Holder, as may be specified in such notice of waiver).


 


6.
NON-CIRCUMVENTION.


 


The
Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws 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.


 






    	-10-



    	 



    

 


7.
DELIVERY.


 


Within
three (3) business days (such first business day being the “Unlegended Shares Delivery Date”) after the business
day on which the Company has received from the Holder (i) a notice of conversion of the Convertible Note, or a request to remove
the legend from the Ordinary Shares received hereunder, (ii) a representation that the requirements of Rule 144, Section 4(a)(1),
or any other applicable exemption have been satisfied, and (iii) an opinion of counsel in form, substance and scope customary
for opinions of counsel in comparable transactions to the effect that the shares to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, the Company shall deliver such shares of the Ordinary Stock without any restrictive
legends (the “Unlegended Shares”); and (z) cause the issuance of the Unlegended Shares to the Holder via express
courier, by electronic transfer, or otherwise as requested by the Holder, on or before the Unlegended Shares Delivery Date. The
Company understands that a delay in the delivery of the Unlegended Shares later than the Unlegended Shares Delivery Date could
result in economic loss to the Holder. As compensation to Holder for such loss, the Company agrees to pay late payment fees (as
liquidated damages and not as a penalty) to the Holder for late delivery of Unlegended Shares in the amount of $25,000 per business
day after the Unlegended Shares Delivery Date.





 


8.
VOTING RIGHTS.


 


The
Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided in this Note.


 


9.
COVENANTS.


 


9.1
Incurrence of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit
any of its Subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than
Permitted Indebtedness.


 


9.2
Existence of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of
its Subsidiaries to, directly or indirectly, allow or suffer to exist any Liens other than Permitted Liens.


 


9.3
Change in Nature of Business. The Company shall not make, or permit any of its Subsidiaries to make, any change in the
nature of its business as described in the Company’s most recent Annual Report filed on Form 20-F with the SEC. The Company
shall not modify its corporate structure or purpose.


 


9.4
Intellectual Property. The Company shall not, and the Company shall not permit any of its Subsidiaries, directly or indirectly,
to encumber or allow any Liens on, any of its own or its licensed copyright rights, copyright applications, copyright registrations
and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications
and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part
of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered
or not, and the goodwill of the business of the Company and its Subsidiaries connected with and symbolized thereby, know-how,
operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present,
or future infringement of any of the foregoing, other than Permitted Liens.


 


9.5
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.


 


9.6
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.


 




    	-11-



    	 



    

 


9.7
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.


 


9.8
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
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.


 


9.9
Corporate Changes. The Company shall not change its corporate name, legal form or jurisdiction of formation without twenty
(20) days’ prior written notice to Holder. The Company shall not relocate its chief executive office or its principal place
of business unless it has provided prior written notice to Holder.


 


9.10
Charter Amendments. The Company shall not amend its charter documents, including, without limitation, its certificate of
incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder.


 


9.11
Repurchase. The Company shall not repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de
minimis number of shares of its Ordinary Stock or Ordinary Stock equivalents other than as to the Conversion Shares as permitted
or required under the Transaction Documents.


 


9.12
Redemption. The Company shall not 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 Note if on a pro-rata basis), whether by way of payment
in respect of principal of (or premium, if any), such Indebtedness, the foregoing restriction shall also apply to Permitted Indebtedness
from and after the occurrence of an Event of Default.


 


9.13
Declaration. The Company shall not declare or make any dividend or other distribution of its assets or rights to acquire
its assets to holders of shares of Ordinary Stock, by way of return of capital or otherwise including, without limitation, any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction.


 


9.14
Sale of Assets. The Company hereby covenants and agrees so long as any portion of the Principal is outstanding, with the
exception of moving certain of its assets to any of its subsidiaries, the Company shall not sell any of its material assets.


 


9.15
Agreements. The Company shall not enter into any agreement with respect to any of the foregoing.


 




    	-12-



    	 



    

 


10.
TRANSFER.


 


This
Note and any shares of Ordinary Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the
Holder at any time in whole or in part.


 


11.
REISSUANCE OF THIS NOTE.


 


11.1
Transfer. If this Note is to be transferred, the Holder shall instruct the Company who the new Holder will be and this
Note will be automatically cancelled. The Company will issue and deliver the new Note within two (2) days of such notice.


 


11.2
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, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the
Company shall execute and deliver to the Holder a new Note (representing the then outstanding Principal amount of the Note.


 


11.3
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 12.4 hereof) 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.


 


11.4
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 hereunder), 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.


 


12.
REMEDIES, CHARACTERIZATIONS, 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. Amounts set forth or provided for herein with respect to payments, conversion, redemption
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 an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 




    	-13-



    	 



    

 


13.
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 and expenses incurred by the Holder for such
collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including,
but not limited to, attorneys’ fees and disbursements.


 


14.
CONSTRUCTION; HEADINGS.


 


This
Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any 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.


 


15.
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.


 


16.
DISPUTE RESOLUTION.


 


In
the case of a dispute as to the determination of the arithmetic calculation of the Conversion Rate, the Conversion Price or any
Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic
mail within one (1) Business Days of receipt, or deemed receipt, of the Conversion Notice or Redemption Notice or other event
giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination
or calculation within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder,
then the Company shall, within two (2) Business Days submit via facsimile or electronic mail the disputed arithmetic calculation
of the Conversion Rate, Conversion Price or any Redemption Price to an independent, outside accountant, selected by the Holder
and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. The Company, at the Company’s
expense, shall cause the accountant to perform the determinations or calculations and notify the Company and the Holder of the
results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s
determination or calculation shall be binding upon all parties absent demonstrable error.


 


17.
CANCELLATION.


 


After
all Principal owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered
to the Company for cancellation and shall not be reissued.


 


18.
WAIVER OF NOTICE.


 


To
the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note.


 




    	-14-



    	 



    

 


19.
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).


 


20.
DISCLOSURE.


 


Upon
receipt or delivery by the Company 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, nonpublic information relating to the Company
or its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,
nonpublic information on a Current Report on Form 6-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


21.
NOTICES. All notices shall be provided to the Company or Holder as set forth in the Provista Purchase Agreement.


 


22.
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a)
“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 stock 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.


 


(b)
“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 Stock would or could be aggregated with the Holder’s and the other Attribution Parties for
purposes of Regulation 13D-Gof the Exchange Act.


 


(c)
“Bloomberg” means Bloomberg Financial Markets.


 




    	-15-



    	 



    

 


(d)
“Closing Date” shall have the meaning ascribed to such term in the Provista Purchase Agreement.


 


(e)
“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 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 quoted for trading 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 OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets
Inc.). 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 pursuant to this Note. All such determinations to
be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during
the applicable calculation period.


 


(f)
“Ordinary Stock” the Ordinary Shares of the Company, par value NIS 0.01 per share, and any other class of securities
into which such securities may hereafter be reclassified or changed.


 


(g)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Ordinary Stock.


 


(h)
Intentionally Omitted.


 


(i)
“Equity Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred
capital stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or
other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual),
whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants,
options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible,
exchangeable or exercisable.


 


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


 




    	-16-



    	 



    

 


(k)
“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 Stock 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 shares of Ordinary Stock, (y)
50% of the outstanding shares of Ordinary Stock calculated as if any shares of Ordinary Stock 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 shares of Ordinary Stock 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 Exchange Act) of at least 50% of the outstanding shares of Ordinary Stock, or (iv) consummate a stock 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 such Subject Entities, individually or in the aggregate, acquire, either
(x) at least 50% of the outstanding shares of Ordinary Stock, (y) at least 50% of the outstanding shares of Ordinary Stock calculated
as if any shares of Ordinary Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares
of Ordinary Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the
Exchange Act) of at least 50% of the outstanding shares of Ordinary Stock, or (v) reorganize, recapitalize or reclassify its Ordinary
Stock, (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 Exchange Act), directly or indirectly, whether through acquisition, purchase,
assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Ordinary Stock, merger, consolidation,
business combination, 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
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Stock not held by
all such Subject Entities as of the date of this Note calculated as if any shares of Ordinary Stock held by all such Subject Entities
were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares
of Ordinary Stock 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 stockholders of the Company to surrender their shares of Ordinary Stock without
approval of the stockholders 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. For purposes of this Section, “Subject Entity” means any Person, Persons or Group or any Affiliate
or associate of any such Person, Persons or Group.


 


(l)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(m)
“Group” means a “group” as that term is used in Regulation 13D-Gof the Exchange Act and as defined
in Rule 13d-5 thereunder.


 


(n)
“Holiday” means a day other than a Business Day or on which trading does not take place on the Principal Market.


 


(o)
Intentionally Omitted.


 




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(p)
Intentionally Omitted.


 


(q)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Ordinary Stock or Convertible
Securities.


 


(r)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital stock or equivalent equity security is quoted or listed on a Trading Market (or, if so elected
by the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the
Person or entity designated by the Holder or in the absence of such designation, such Person or such entity with the largest public
market capitalization as of the date of consummation of the Fundamental Transaction.


 


(s)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note; (ii) debt incurred to make acquisitions;
(iii) trade payables incurred in the ordinary course of business consistent with past practice, (iv) unsecured indebtedness not
in excess of $100,000 in the aggregate, and (v) Indebtedness secured by Permitted Liens.


 


(t)
“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 GAAP, (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, (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) leases or subleases and licenses and
sublicenses granted to others in the ordinary course of the Company’s business, not interfering in any material respect
with the business of the Company and its Subsidiaries taken as a whole, (vii) 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, (viii) Liens arising
from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 3(a)(viii).


 


(u)
“Principal Market” means the OTCQB tier of the OTC Markets.


 


(v)
“Related Fund” means, with respect to any Person, a fund or account managed by such Person or an Affiliate
of such Person.


 


(w)
“Rule 144” shall have the meaning ascribed to such term in the SPA.


 


(x)
“SEC” means the United States Securities and Exchange Commission.


 


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


 




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


 


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


 


	 	TODOS
    MEDICAL LTD.
	 	 	 
	 	By:	
	 	Name:	Gerald
    Commissiong
	 	Title:	President
    & CEO


 




    	-19-



    	 



    

 


SCHEDULE
A TO CONVERTIBLE PROMISSORY NOTE


TODOS
MEDICAL LTD.


CONVERSION
NOTICE


 


Reference
is made to the Promissory Convertible Note (the “Note”) issued to Strategic Investment Holdings, LLC, a Nevada
limited liability company by Todos Medical Ltd., a corporation organized under the laws of Israel (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 of the Company, par value NIS 0.01 per share (the “Ordinary Stock”)
of the Company, as of the date specified below.


 


Date
of Conversion: ________________________________________


 


Aggregate
Dollar Amount to be converted: _______________________


 


Please
confirm the following information: _________________________


 


Conversion
Price Per Share: _______________________


 


Number
of shares of Ordinary Stock to be issued: ________________________


 


Please
issue the Ordinary Stock into which the Note is being converted in the following name and to the following address:


 


Issue
to the following Name: _______________________


 


Email:
_______________________


 


Mailing
Address: ____________________________________________________________


 


Authorization:


 


	By:
    	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Dated:
    	 	 


 


Account
Number: _______________________________________  


(if
electronic book entry transfer)


 


Transaction
Code Number: _______________________________________ 


(if
electronic book entry transfer)


 




    	-20-



    	 



    

 


SCHEDULE
3-A. NOTICE OF CONVERSION


 




    	-21-



    	 



    

 


SCHEDULE
3-A – CONVERTIBLE NOTE- NOTICE OF CONVERSION


 


TODOS
MEDICAL LTD


 


Reference
is made to the Convertible Note issued on or about April 19, 2021, (the “Convertible Note”) issued to the
undersigned by Todos Medical Ltd., a company organized under the laws of Israel (the “Company”) pursuant
to the Securities Purchase Agreement (“SPA”) by and between the Company and the Holder as defined therein. In
accordance with and pursuant to the Convertible Note, the undersigned hereby elects to affect a cashless conversion of the
Convertible Note into __________ of the Company’s Ordinary Shares, (the “Ordinary Shares”), at
the applicable conversion price of $ __________ per Ordinary Share, as of the date specified below. Capitalized terms
not defined herein shall have the meaning as set forth in the SPA.


 


	Date
    of Exercise:	 



 


	Aggregate
    Dollar Amount to be Converted:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Please
    confirm the following information:	 
	 	 	 
	 	Exercise
    Price:	 
	 	 	 
	 	Number
    of Ordinary Shares to be issued:	 
	 	 	 
	 	 	 


 


Please
issue the Ordinary Shares into which the Convertible 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	 


 




    	-22-