Exhibit
10.2


 


CONVERTIBLE
PROMISSORY NOTE


 


	Issuance
    Date: [  ], 2022	U.S.
    $1,100,000


 


FOR
VALUE RECEIVED, Meiwu Technology Company Limited, a British Virgin Islands exempt company (“Borrower”), promises to
pay to [INVESTOR], or its successors or assigns (“Lender”), $1,100,000
and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Issuance Date (the
“Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the
rate of ten percent (10%) per annum from the Issuance Date until the same is paid in full. All interest calculations hereunder shall
be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable
in accordance with the terms of this Note. This Convertible Promissory Note (this “Note”) is issued and made effective
as of the date set forth above (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase
Agreement dated April 28, 2022, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase
Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein
by this reference.


 


This
Note carries an OID of $100,000 all of which amount is fully earned as of the Effective Date and included in the initial principal balance.
In addition, Borrower agrees to pay $4,000 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring
and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”),
which amount will be deducted from the amount funded. The purchase price for this Note shall be $1,000,000.00 (the “Purchase
Price”), computed as follows: $1,100,000.00 original principal balance, less the OID. The Purchase Price shall be payable by
Lender by wire transfer of immediately available funds.


 


1.
Payment; Prepayment


 


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


 


1.2.
Prepayment. So long as no Event of Default (as defined below) has occurred, Borrower shall have the right, exercisable on not
less than five (5) Trading Days prior written notice to Lender to prepay the Outstanding Balance (less such portion of the Outstanding
Balance for which Borrower has received a Conversion Notice (as defined below) from Lender where the applicable Conversion Shares have
not yet been delivered) of this Note, in part or in full, in accordance with this Section 1.2. Any notice of prepayment hereunder (an
“Optional Prepayment Notice”) shall be delivered to Lender at its registered address or through email and shall state:
(i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than five (5)
Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”),
Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender as may be specified by
Lender in writing to Borrower. For the avoidance of doubt, Lender shall be entitled to exercise its Conversion (as defined below) rights
until the Optional Prepayment Date. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an
amount in cash equal to 120% multiplied by the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment
Amount”). In the event Borrower delivers the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date, the
Optional Prepayment Amount shall not be deemed to have been paid to Lender until the Optional Prepayment Date. In the event Borrower
delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be
the date that is five (5) Trading Days from the date that the Optional Prepayment Amount was delivered to Lender and Lender shall be
entitled to exercise its conversion rights set forth herein during such five (5) Trading Day period. In addition, if Borrower delivers
an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to Lender within five (5) Trading Days following the
Optional Prepayment Date, Borrower shall forever forfeit its right to prepay this Note.


 




    	 



     


    

 


2.
Security. This Note is unsecured.


 


3.
Lender Conversion. Lender has the right at any time after the six month anniversary of Issuance Date until the Outstanding Balance
has been paid in full, at its election, to convert (“Lender Conversion”) all or any portion of the Outstanding Balance
into fully paid and non-assessable ordinary shares (“Lender Conversion Shares”), no par value per share (the “Ordinary
Shares”), of Borrower as per the following conversion formula: the amount being converted (the “Conversion Amount”)
divided by the lower of (i) $0.5 and (ii) the Market Price (as defined below). Conversion notices in the form attached hereto as Exhibit
A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the
“Notices” Section of the Purchase Agreement, and all Lender Conversions shall be cashless and not require further payment
from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 7 below.


 


4.
Trigger Events, Defaults and Remedies.


 


4.1.
Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails
to deliver any Conversion Shares (as defined below) in accordance with the terms hereof; (b) Borrower fails to pay any principal, interest,
fees, charges, or any other amount when due and payable hereunder; (c) Borrower becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower files a petition
for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (e) an involuntary bankruptcy proceeding is commenced
or filed against Borrower; (f) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement (other
than Section 4(vii) of the Purchase Agreement); or (g) Borrower fails to be DWAC Eligible.


 


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


 


4.3.
Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower
demanding that Borrower cure the Trigger Event within ten (10) Trading Days following the date of such written notice. If Borrower fails
to cure the Trigger Event within the required ten (10) Trading Day cure period, the Trigger Event will automatically become an event
of default hereunder (each, an “Event of Default”).


 




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4.4.
Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this
Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default
Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 4.1(c) – 4.1(g), an Event
of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become
immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender
for the Trigger Event to become an Event of Default.. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred
at an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted under applicable law (“Default
Interest”). For the avoidance of doubt, Lender may continue making Conversions at any time following a Trigger Event or an
Event of Default until such time as the Note is paid in full. In connection with acceleration described herein, Lender need not provide,
and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights
as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.4. No such rescission or
annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon. Nothing herein shall
limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion
of the Note as required pursuant to the terms hereof.


 


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


 


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


 


7.
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the
date of delivery of a Lender Conversion Notice, as applicable (the “Delivery Date”), Borrower shall, provided it is
DWAC Eligible at such time and such Conversion Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver
the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Lender Conversion Notice.
If Borrower is not DWAC Eligible or such Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its
broker (as designated in the Lender Conversion Notice), via reputable overnight courier, a certificate representing the number of Ordinary
Shares equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee.
For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its
broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of
business on the relevant Delivery Date pursuant to the terms set forth above.


 


8.
Sales Limitation. Lender agrees and covenants that so long as no Event of Default has occurred, it will not sell Conversion Shares
on the open market in any given calendar week (being from Sunday to Saturday of that week) that the aggregate amount of such Conversion
Shares exceed fifteen percent (15%) of the weekly trading volume for the Ordinary Shares during any such week. For illustration purposes
only, if the Ordinary Shares had a weekly trading volume of 10,000,000 Ordinary Shares in a given calendar week, Lender could only sell
1,500,000 Ordinary Shares during such calendar week. Borrower’s sole and exclusive remedy in the event of the breach by Lender
of the foregoing volume limitation shall be to be reduce the Outstanding Balance by twice the amount Lender sold that exceeded the volume
limitation.


 




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9.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower
shall not effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with
its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of Ordinary Shares outstanding on such date (including
for such purpose the Ordinary Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes of this
section, beneficial ownership of Ordinary Shares will be determined pursuant to Section 13(d) of the 1934 Act. By written notice to Borrower,
Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day
after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all
affiliates and assigns of Lender.


 


10.
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right
to have any such opinion provided by its counsel.


 


11.
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of 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 jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of New York. The provisions set forth in the Purchase Agreement
to determine the proper venue for any disputes are incorporated herein by this reference.


 


12.
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


13.
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


14.
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Ordinary Shares
issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 


15.
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


16.
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of
this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Issuance DateIssuance Date for purposes of determining the holding period under
Rule 144).


 


17.
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the
objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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


 


	 	 	 	BORROWER:
	 	 	 	 	 
	 	 	 	Meiwu
    Technology Company Limited
	 	 	 	 	 
	 	 	 	By: 	                            
	 	 	 	 	Xinliang
    Zhang, CEO
	 	 	 	 	 
	ACKNOWLEDGED,
    ACCEPTED AND AGREED:	 	 	 
	 	 	 	 
	LENDER:	 	 	 
	 	 	 	 	 
	By: 
    	                                  	 	 	 


 


[Signature
Page to Convertible Promissory Note]


 




    	 



     


    

 


ATTACHMENT
1


DEFINITIONS


 


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


 


A1.
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing
trade price, respectively, for the Ordinary Shares on its principal market, as reported by Bloomberg, or, if its 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 the Ordinary Shares prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if its principal market is not the principal securities exchange or trading market for the Ordinary Shares, the last closing bid
price or last trade price, respectively, of the Ordinary Shares on the principal securities exchange or trading market where the Ordinary
Shares 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 the Ordinary Shares in the over-the-counter market on the electronic bulletin board for the Ordinary Shares as reported
by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Ordinary Shares by Bloomberg, the average
of the bid prices, or the ask prices, respectively, of any market makers for the Ordinary Shares as reported by Nasdaq and any successor
thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Ordinary Shares on a particular date on any
of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Ordinary Shares on such date shall
be the fair market value as mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


 


A2.
“Conversion” means a Lender Conversion under Section 3.


 


A3.
“DTC” means the Depository Trust Company or any successor thereto.


 


A4.
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A5.
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A6.
“DWAC Eligible” means that (a) Borrower’s Ordinary Shares is eligible at DTC for full services pursuant to DTC’s
operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without
revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program;
(d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy
prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A7.
“Floor Price” means $0.30.


 


A8.
“Major Trigger Event” means any Trigger Event occurring under Sections 4.1(b) – 4.1(f).


 


A9.
“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A10.
“Market Capitalization” means a number equal to (a) the average VWAP of the Ordinary Shares for the immediately preceding
fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding Ordinary Shares as reported on Borrower’s most
recently filed Form 10-Q or Form 10-K.


 


A11.
“Market Price” means 80% multiplied by the lowest daily VWAP during the twenty (20) Trading Days immediately preceding
the applicable Conversion.


 


A12.
“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.


 


A13.
“OID” means an original issue discount.


 


A14.
“Other Agreements” means, collectively, all existing and future agreements and instruments between, among or by Borrower
(or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand.


 


A15.
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case
may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, accrued but unpaid interest, collection
and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related
to Conversions, and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.


 


A16.
“Issuance DateIssuance Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A17.
“Trading Day” means any day on which Borrower’s principal market is open for trading.


 


A18.
“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by
(a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger
Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the
sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided
that the Trigger Effect may only be applied one (1) time hereunder with respect to Major Trigger Events and one (1) time hereunder with
respect to Minor Trigger Events; and provided further that the Trigger Effect shall not apply to any Trigger Event pursuant to Section
4.1(a) hereof.


 


A19.
“VWAP” means the volume weighted average price of the Ordinary Shares on the principal market for a particular Trading
Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


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Attachment
1 to Convertible Promissory Note, Page 1


 




    	 



     


    

 


EXHIBIT
A


 


[INVESTOR
LETTERHEAD]


 


	Meiwu
    Technology Company Limited	Date:
______________    
	Attn:
    Xinliang Zhang	 
	1602,
    Building C, Shenye Century Industrial Center, No. 743 Zhoushi Road	 
	Bao’an
    District, Shenzhen, People’s Republic of China	 


 


LENDER
CONVERSION NOTICE


 


The
above-captioned Lender hereby gives notice to Meiwu Technology Company Limited , a British Virgin Islands exempt company (the “Borrower”),
pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on April 28, 2022 (the “Note”),
that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Ordinary Shares of Borrower
as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event
of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender
in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized terms used in this
notice without definition shall have the meanings given to them in the Note.


 


	 	A.	Date
    of Conversion: ____________
	 	B.	Lender
    Conversion #: ____________
	 	C.	Conversion
    Amount: ____________
	 	D.	Lender
    Conversion Price: _______________
	 	E.	Lender
    Conversion Shares: _______________ (C divided by D)
	 	F.	Remaining
    Outstanding Balance of Note: ____________*


 


*
Subject to adjustments for corrections, defaults, interest and other adjustments permitted by the Transaction Documents (as defined in
the Purchase Agreement), the terms of which shall control in the event of any dispute between the terms of this Lender Conversion Notice
and such Transaction Documents.


 


Please
transfer the Lender Conversion Shares electronically (via DWAC) to the following account:


 


	Broker:
_______________________________________   	 	Address:	 
	DTC#:
    _______________________________________	 	 	 
	Account
    #: ___________________________________	 	 	 
	Account
    Name: ________________________________	 	 	 


 


To
the extent the Lender Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such shares
in book entry format to Lender after receipt of this Lender Conversion Notice to:


 


_____________________________________


_____________________________________


_____________________________________


 


[Signature
Page Follows]


 


Exhibit
A to Convertible Promissory Note, Page 1


 




    	 



     


    

 


Sincerely,


 


	Lender:	 
	 	           	 
	By: 
    	 	 


 


Exhibit A to Convertible Promissory Note, Page 2