Exhibit
99.3
FORM
OF SENIOR SECURED CONVERTIBLE 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.
ANY
TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL
AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH
ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), EREZ SIMHA,
A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE
HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). EREZ SIMHA MAY BE REACHED AT TELEPHONE
NUMBER +6589401200.
Genius
Group Limited
Senior
Secured Convertible Note
| Issuance
Date: August 26, 2022 |
Original
Principal Amount: US$18,130,000 |
FOR
VALUE RECEIVED, Genius Group Limited, a Singapore public limited company (the “Company”), hereby promises to pay
to the order of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B or its registered assigns (“Holder”)
the amount set forth above as the Original Principal Amount (as may be reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the “Principal”) when due, whether upon the Maturity Date, on any Installment Date with respect to the
Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case
in accordance with the terms hereof) and to pay interest (“Interest”) on the Outstanding Principal Value of this Note
at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance Date”)
until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount
due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof,
this “Note”) is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement,
dated as of August 23, 2022 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”)
referred to therein, as amended from time to time (collectively, the “Notes”, and such other Senior Secured Convertible
Notes, the “Other Notes”). Certain capitalized terms used herein are defined in Section 33.
1.
PAYMENTS. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on such
Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding
any amounts paid in Ordinary Shares on the Maturity Date in accordance with Section 8) representing the Outstanding Value of this Note
as of the Maturity Date. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding
Principal, Make-Whole Amount, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal, Make-Whole Amount and Interest,
if any. Notwithstanding anything herein to the contrary, with respect to any conversion or redemption hereunder, as applicable, the Company
shall convert or redeem, as applicable, First, all accrued and unpaid Late Charges on any Principal and Interest hereunder and
under any other Notes held by the Holder and all other amounts owed to the Holder under any other Transaction Document, Second,
all accrued and unpaid Interest and all Make Whole Amount hereunder and under any other Notes held by such Holder, Third, all
other amounts (other than Principal) outstanding under any other Notes held by such Holder and, Fourth, all Principal outstanding
hereunder and under any other Notes held by such Holder, in each case, allocated pro rata among this Note and such other Notes held by
such Holder.
2.
INTEREST; INTEREST RATE.
(a)
Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the Outstanding Principal Value of this Note
(less, so long as no Event of Default has occurred and solely for purposes of this Section 2(a), the amount of Cash then held
in the Blocked Account from and after the date that $4,000,000 is released from the Blocked Account pursuant to Section 2(a) of the Amendment
Agreement, dated January 27th, 2023, by and among the Company and the Holders), and on basis of a 360-day year and twelve 30-day months
and shall be payable in arrears on each Interest Date and shall compound each calendar month and shall be payable in accordance with
the terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section
8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date,
on such Interest Date in cash.
(b)
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of
inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption
in accordance with Section 13 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during
the continuance of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to the Holder or
if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default
has occurred), the Interest Rate shall automatically be increased to fifteen percent (15.0%) per annum (the “Default Rate”).
In the event that such Event of Default is subsequently cured (and no other Event of Default then exists, including, without limitation,
for the Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to
in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that
the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply
to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such
Event of Default.
3.
CONVERSION OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable
Ordinary Shares (as defined below), on the terms and conditions set forth in this Section 3.
(a)
Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall
be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid
and non-assessable Ordinary Shares in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not
issue any fraction of an Ordinary Share upon any conversion. If the issuance would result in the issuance of a fraction of an Ordinary
Share, the Company shall round such fraction of an Ordinary Share up to the nearest whole share. The Company shall pay any and all transfer,
stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined
below)) that may be payable with respect to the issuance and delivery of Ordinary Shares upon conversion of any Conversion Amount.
(b)
Conversion Rate. The number of Ordinary Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall
be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).
(i)
“Conversion Amount” means the sum of (A) the portion of the Outstanding Principal Value of this Note to be converted,
redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Outstanding
Principal Value of this Note, (C) the Make-Whole Amount, (D) accrued and unpaid Late Charges with respect to such Outstanding Principal
Value of this Note, Make-Whole Amount and Interest, and (E) any other unpaid amounts pursuant to the Transaction Documents, if any.
(ii)
“Conversion Price” means, as of any Conversion Date or other date of determination, $5.17, subject to adjustment as
provided herein.
(c)
Mechanics of Conversion.
(i)
Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”),
the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date,
a copy of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion Notice”)
to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder
shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking
with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). On or before the first (1st)
Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in
the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether
such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an “Acknowledgement”)
to the Holder and the Company’s transfer agent (the “Transfer Agent”) which confirmation shall constitute an
instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd)
Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the
Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of
such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall
(1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated
Securities Transfer Program (“FAST”), credit such aggregate number of Ordinary Shares to which the Holder shall be
entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver (via
reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder
or its designee, for the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is
physically surrendered for conversion pursuant to Section 3(c)(iii) and the Outstanding Principal Value of this Note is greater than
the Outstanding Principal Value portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in
no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its
designee) a new Note (in accordance with Section 20(d)) representing the Outstanding Principal Value of this Note not converted. The
Person or Persons entitled to receive the Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as
the record holder or holders of such Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant
hereto, the Outstanding Principal Value of this Note converted shall be deducted from the Installment Amount(s) relating to the Installment
Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration
Rights Agreement, after the effective date of the Registration Statement and prior to the Holder’s receipt of the notice of an
Allowable Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended
Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration
Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included
as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.
(ii)
Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable
Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee)
a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s
share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s
designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note
(as the case may be) or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the Conversion
Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares
and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify
the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate number of Ordinary
Shares to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with
DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred
as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”),
then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such
Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 1.5% of the product of (A)
the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder
is entitled, multiplied by (B) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during
the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon
written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion
of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not
affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section
3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is
not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such
Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail
to credit the balance account of the Holder or the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder
is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below
or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock
loan or otherwise) Ordinary Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such conversion
that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure
or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the
Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either:
(I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan
costs and other out-of-pocket expenses, if any) for the Ordinary Shares so acquired (including, without limitation, by any other Person
in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so
issue and deliver such certificate (and to issue such Ordinary Shares) or credit the balance account of such Holder or such Holder’s
designee, as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion
hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate, or (II) promptly honor its obligation to so issue
and deliver to the Holder a certificate or certificates representing such Ordinary Shares or credit the balance account of such Holder
or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s
conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (x) such number of Ordinary Shares multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading
Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment
under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically
deliver such Ordinary Shares) upon the conversion of this Note as required pursuant to the terms hereof.
(iii)
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the
names and addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered
Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and
the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including,
without limitation, the right to receive payments of Outstanding Principal Value, Interest and Make-Whole Amount hereunder) notwithstanding
notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment
or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the
holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes
in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee
pursuant to Section 20, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or
part of any Registered Note within two (2) Business Days of such a request, then the Register shall be automatically deemed updated to
reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3,
following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event
this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided
the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical
surrender of this Note. The Holder and the Company shall maintain records showing the Outstanding Principal Value, Interest, Make-Whole
Amount and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may
be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of
this Note upon conversion. If the Company does not update the Register to record such Outstanding Principal Value, Interest, Make-Whole
Amount and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may
be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.
(iv)
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for
the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company,
subject to Section 3(d) and Section 3(e), shall convert from each holder of Notes electing to have Notes converted on such date a pro
rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for
conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date.
In the event of a dispute as to the number of Ordinary Shares issuable to the Holder in connection with a conversion of this Note, the
Company shall issue to the Holder the number of Ordinary Shares not in dispute and resolve such dispute in accordance with Section 25.
(d)
Limitations on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not
have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be
null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other
Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary
Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of
Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by
the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to
which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion
of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any convertible notes or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject
to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number
of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the
Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form
20-F, Report of a Foreign Private Issuer on Form 6-K or other public filing with the Commission, as the case may be, (y) a more recent
public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number
of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice
from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the
Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion
Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum
Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice.
For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally
and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note,
by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event
that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties
being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as
determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution
Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed
null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon
delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99%
as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first
(61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder
and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of
clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be
beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No
prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this
paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct this paragraph
(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Note.
(e)
Stockholder Approvals. If, due to the Company’s failure to timely obtain any Subsequent Singapore Stockholder Approval,
the Company is prohibited from issuing Ordinary Shares (the “Capped Shares”), the Company shall pay cash in exchange
for the cancellation of such portion of this Note convertible into such Capped Shares at a price equal to the product of (x) such number
of Exchange Cap Shares multiplied by (y) the Closing Sale Price on the day before the date that the Holder became entitled to receipt
of such shares hereunder.
(f) Right
of Alternate Conversion Upon an Event of Default.[Intentionally Omitted].
(i) General. Subject to Section 3(d), at any time during an Event of Default Redemption
Right Period (as defined below) with respect to an Alternate Conversion Event of Default, the Holder may, at the Holder’s option,
convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate
Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate
Conversion, each, an “Alternate Conversion Amount”) into Ordinary Shares at the Alternate Conversion Price.
(ii) Mechanics of Alternate Conversion. On any Alternate Conversion Date, the Holder
may voluntarily convert any Alternate Conversion Amount pursuant to Section 3(c) (with “Alternate Conversion Price”
replacing “Conversion Price” for all purposes hereunder with respect to such Alternate Conversion and with “Redemption
Premium of the Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate
above with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(d) of this
Note that the Holder is electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary
in this Section 3(d), but subject to Section 3(d), until the Company delivers Ordinary Shares representing the applicable Alternate Conversion
Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into Ordinary Shares pursuant to Section 3(c) without
regard to this Section 3(d).
4.
RIGHTS UPON EVENT OF DEFAULT.
(a)
Event of Default. Each of the following events shall constitute an “Event of Default” and each of the events
in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:
(i)
[Intentionally Omitted];
(ii)
while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,
the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop
order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as
defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms
of the Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive days or for more
than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration
Rights Agreement));
(iii)
the suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Ordinary Shares to be trading or
listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;
(iv)
the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of Ordinary Shares within five (5) Trading
Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Notes, including, without limitation,
by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request
for conversion of any Notes into Ordinary Shares that is requested in accordance with the provisions of the Notes, other than pursuant
to Section 3(d);
(v)
[Intentionally Omitted];
(vi)
the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Outstanding Value of this Note or other amounts
when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any Interest,
Late Charges redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement)
or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and
thereby, if such failure remains uncured for a period of at least five (5) Trading Days;
(vii)
the Company fails to remove any restrictive legend on any certificate or any Ordinary Shares issued to the Holder upon conversion of
the Notes as and when required by such Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable
federal securities laws, and any such failure remains uncured for at least five (5) days;
(viii)
the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of US$250,000 of Indebtedness
of the Company or any of its Subsidiaries, other than with respect to any Other Notes;
(ix)
bankruptcy, insolvency, administration, judicial management, reorganization or liquidation proceedings or other proceedings for the relief
of debtors shall be instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by
a third party, shall not be dismissed within thirty (30) days of their initiation;
(x)
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, administration, judicial management, reorganization, liquidation or other similar law or of any other case or proceeding
to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in
respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, administration, judicial management, reorganization, liquidation or other similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief
under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, administrator, judicial manager, assignee, trustee, sequestrator or other similar official
of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or
the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the
Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial
Code foreclosure sale or any other similar action under federal, state or foreign law;
(xi)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, administration, judicial management,
reorganization, liquidation or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or
any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement,
adjustment, administration, judicial management or composition of or in respect of the Company or any Subsidiary under any applicable
federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator,
administrator, judicial manager, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any
substantial part of its property, or ordering the administration, judicial management, winding up or liquidation of its affairs, and
the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar
document unstayed and in effect for a period of thirty (30) consecutive days;
(xii)
a final judgment or judgments for the payment of money aggregating in excess of US$250,000 are rendered against the Company and/or any
of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed
pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the US$250,000 amount set forth
above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;
(xiii)
the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of US$250,000 due to any third party (other than, with respect to unsecured
Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings
and with respect to which adequate reserves have been set aside for the payment thereof in accordance with IFRS) or is otherwise in breach
or violation of any agreement for monies owed or owing in an amount in excess of US$250,000, which breach or violation permits the other
party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or
event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement
binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the
business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects
of the Company or any of its Subsidiaries, individually or in the aggregate;
(xiv)
other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty in any respect, or any covenant contained in any Transaction Document, except, in the case of a breach of a covenant
that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading Days;
(xv)
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity
Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;
(xvi)
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 of this Note;
(xvii)
any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;
(xviii)
The occurrence of any Public Information Failure (as defined in the Securities Purchase Agreement) that remains uncured for at least
10 calendar days (it being understood that a Current Public Information Failure shall not have occurred for purposes of this Section
4(a)(xviii) until the expiration of any extension afforded by Rule 12b-25 under the Exchange Act) or any restatement of any the financial
statements included in any Annual Report on Form 20-F or Report of a Foreign Private Issuer on Form 6-K of the Company;
(xix)
[Intentionally Omitted];
(xx)
any provision of any Transaction Document (including, without limitation, the Security Documents and the Subsidiary Guaranty) shall at
any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the
parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced
by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity
or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported
to be created under any Transaction Document (including, without limitation, the Security Documents and the Subsidiary Guaranty);
(xxi)
any Security Document shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted
by the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral (as defined in
the applicable Security Documents) in favor of the Collateral Agent (as defined in the Securities Purchase Agreement) or any material
provision of any Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company
or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company
or any governmental authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof;
(xxii)
any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute,
embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation
or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance
could have a Material Adverse Effect;
(xxiii)
if either (i) Roger James Hamilton ceases to be the Chief Executive Officer of the Company or (ii) Erez Simha ceases to be the Chief
Financial Officer of the Company, and in either case, a qualified replacement, reasonably acceptable to the Holder, is not appointed
within twenty (20) Trading Days; or
(xxiv)
the failure of (x) the Initial Singapore Stockholder Approval to remain in full force and effect following the First Cash Release Notice
Date and (y) Company to timely obtain any Subsequent Singapore Stockholder Approval necessary or appropriate for the Company’s
performance of its obligations under this Note and the other Transaction Documents or any such Subsequent Singapore Stockholder approval
fails to remain in full force and effect;
(xxv)
any breach of the Voting Agreement (as defined in the Securities Purchase Agreement) by any shareholder of the Company signatory thereto;
(xxvi)
the Company fails to satisfy any of the conditions set forth in Section 2.4 of the Securities Purchase Agreement within the time period
set forth therein; or
(xxvii)
any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.
(b)
Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other
Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next
day delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s
receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the “Event of
Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”,
and each such period, an “Event of Default Redemption Right Period”) on the sixtieth (60th) Trading Day
after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that
includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company,
such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to
cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date
of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may, regardless of whether such Event
of Default has been cured, require the Company to redeem on or prior to the Event of Default Right Expiration Date) all or any portion
of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which
Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note
subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the product of
(A) the Alternate Conversion Amount to be redeemed (calculated in accordance with Section 3(f) assuming an Alternate
Conversion as of the date of the Event of Default Redemption Notice) multiplied by (B) the Redemption Premium 3(d)4(b)
(the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with
the provisions of Section 13. For greater certainty, nothing in this Section 4(b) is intended to limit or prejudice Holder’s rights
under Section 3(f) and all of the Holder’s rights and remedies set forth in this Section 4(b) are in addition to, and not in limitation
of, the Holder’s rights and remedies under Section 3(f). To the extent redemptions required by this Section 4(b) are deemed or
determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be
voluntary prepayments. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of
Default Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under
this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Ordinary Shares
pursuant to the terms of this Note. In the event of a partial redemption of this Note pursuant hereto, the Outstanding Principal Value
of this Note redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in
the Event of Default Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section
4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future
interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any
redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s
actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election
of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved. For the avoidance of doubt, the provisions
of this Section 4(b) shall apply to successive Events of Default.
(c)
Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any
conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity
Date, the Company shall immediately pay to the Holder an amount in cash representing (i) the Outstanding Value of this Note, multiplied
by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand
or other action by the Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to
receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the
Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to
payment of the Event of Default Redemption Price or any other Redemption Price, as applicable.
5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.
(a)
Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes
in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions
of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior
to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without limitation,
having a principal amount and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held
by such holder, having similar conversion rights as the Notes and having similar ranking and security to the Notes, and reasonably satisfactory
to the Holder and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common shares is quoted
on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other
Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right
and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with
the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the
Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any
time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other
property (except such items still issuable under Sections 6 and 17, which shall continue to be receivable thereafter)) issuable upon
the conversion or redemption of the Notes prior to such Fundamental Transaction, such shares of the publicly traded common shares (or
their equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the
happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard
to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing,
the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental
Transaction without the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive Fundamental
Transactions and shall be applied without regard to any limitations on the conversion of this Note.
(b)
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days
prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement
of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a
“Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change
of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in
accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the
date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement
of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice
thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate
the Change of Control Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to
this Section 5 shall be redeemed by the Company in cash at a price equal to the greater of (i) the product of (w) the Change of Control
Redemption Premium multiplied by (y) the Change of Control Conversion Amount being redeemed, and (ii) the product of (x) the Change of
Control Redemption Premium multiplied by (y) the product of (A) the Change of Control Conversion Amount being redeemed multiplied by
(B) the quotient determined by dividing (I) the greatest Closing Sale Price of the Ordinary Shares during the period beginning on the
date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement
of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price
then in effect (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in
accordance with the provisions of Section 13 and shall have priority to payments to shareholders in connection with such Change of Control.
To the extent redemptions required by this Section 5(a) are deemed or determined by a court of competent jurisdiction to be prepayments
of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in
this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is
paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 5(a) (together with any Late Charges
thereon) may be converted, in whole or in part, by the Holder into Ordinary Shares pursuant to Section 3. In the event of a partial redemption
of this Note pursuant hereto, the Outstanding Principal Value of this Note redeemed shall be deducted from the Installment Amount(s)
relating to the applicable Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s
redemption of any portion of this Note under this Section 5(a), the Holder’s damages would be uncertain and difficult to estimate
because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(a) is intended by the parties to
be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.
6.
RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.
(a)
Purchase Rights. In addition to any adjustments pursuant to Sections 7 or 17 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to all or
substantially all of the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Note (without taking into account
any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate
ConversionClosing Sale Price as of the applicable record date) immediately prior to the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary
Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum
Percentage (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Purchase Right (and beneficial
ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase
Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,
if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any
Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance
(and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number
of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).
(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets with respect
to or in exchange for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure
that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in addition
to the Ordinary Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled
with respect to such Ordinary Shares had such Ordinary Shares been held by the Holder upon the consummation of such Corporate Event (without
taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Ordinary Shares otherwise
receivable upon such conversion, such securities or other assets received by the holders of Ordinary Shares in connection with the consummation
of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion
rights for the form of such consideration (as opposed to Ordinary Shares) at a conversion rate for such consideration commensurate with
the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The
provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to
any limitations on the conversion or redemption of this Note.
7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.
(a)
Adjustment of Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section 6
or Section 7, if the Company at any time on or after the Subscription Date subdivides (whether by any share split or other similar transaction)
one or more classes of its outstanding Ordinary Shares into a greater number of shares, the Conversion Price in effect immediately prior
to such subdivision will be proportionately reduced. Without limiting any provision of Section 6 or Section 17, if the Company at any
time on or after the Subscription Date combines (whether by any share combination or other similar transaction) one or more classes of
its outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination
will be proportionately increased. Any adjustment pursuant to this Section 7(a) shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment under this Section 7(a) occurs during the period that a
Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such
event.
(b)
Adjustment of Conversion Price upon Issuance of Ordinary Shares. If and whenever on or after the Subscription Date the Company
grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(b) is deemed to
have granted, issued or sold, any Ordinary Shares (including the granting, issuance or sale of Ordinary Shares owned or held by or for
the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold)
for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect
immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred
to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after
such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes
of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section
7(b)), the following shall be applicable:
| |
i. |
Issuance of Options. If the Company in any manner grants,
issues or sells (or enters into any agreement to grant, issue or sell) any Options and the lowest price per share for which one Ordinary
Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Ordinary
Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting, issuance or sale
of such Option for such price per share. For purposes of this Section 7(b)(i), the “lowest price per share for which one Ordinary
Share is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the
sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one Ordinary Share upon
the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth
in such Option for which one Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon the exercise
of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other
Person) with respect to any one Ordinary Share upon the granting, issuance or sale of such Option, upon exercise of such Option and upon
conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms
thereof plus the value of any other consideration (including, without limitation, consideration consisting of cash, debt forgiveness,
assets or any other property) received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except
as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Ordinary Share or
of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance
of such Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities. |
| |
ii. |
Issuance of Convertible Securities. If the Company in
any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities and the lowest price per share
for which one Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms
thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such
Convertible Securities for such price per share. For the purposes of this Section 7(b)(ii), the “lowest price per share for which
one Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one Ordinary Share upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible
Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the
lowest conversion price set forth in such Convertible Security for which one Ordinary Share is issuable (or may become issuable assuming
all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the
sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one Ordinary
Share upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any
other consideration received or receivable (including, without limitation, any consideration consisting of cash, debt forgiveness, assets
or other property) by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated
below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Ordinary Shares upon conversion,
exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such
Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant
to other provisions of this Section 7(b), except as contemplated below, no further adjustment of the Conversion Price shall be made by
reason of such issuance or sale. |
| |
iii. |
Change in Option Price or Rate of Conversion. If the
purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise
or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable
for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable,
in connection with an event referred to in Section 7(a) above), the Conversion Price in effect at the time of such increase or decrease
shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided
for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate (as the case may be)
at the time initially granted, issued or sold. For purposes of this Section 7(b)(iii), if the terms of any Option or Convertible Security
(including, without limitation, any Option or Convertible Security that was outstanding as of the Subscription Date) are increased or
decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Ordinary Shares
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or
decrease. No adjustment pursuant to this Section 7(b) shall be made if such adjustment would result in an increase of the Conversion
Price then in effect. |
| |
iv. |
Calculation of Consideration Received. If any Option
and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any
other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Convertible
Security and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction (or
one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least
one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same
plan of financing), the aggregate consideration per Ordinary Share with respect to such Primary Security shall be deemed to be equal
to the difference of (x) the lowest price per share for which one Ordinary Share was issued (or was deemed to be issued pursuant to Section
7(b)(i) or 7(b)(ii) above, as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with
respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair
market value (as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment
Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined
on a per share basis in accordance with this Section 7(b)(iv). If any Ordinary Shares, Options or Convertible Securities are issued or
sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration
paid for such Ordinary Share, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration
Value) will be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary Shares, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the
purpose of determining the consideration paid for such Ordinary Share, Option or Convertible Security, but not for the purpose of the
calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration consists
of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic
average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any Ordinary
Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which
the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for
such Ordinary Share, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value)
will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to
such Ordinary Shares, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or
publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within
ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such
consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by
an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final
and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. |
| |
v. |
Record Date. If the Company takes a record of the holders
of Ordinary Shares for the purpose of entitling them (A) to receive a dividend or other distribution payable in Ordinary Shares, Options
or in Convertible Securities or (B) to subscribe for or purchase Ordinary Shares, Options or Convertible Securities, then such record
date will be deemed to be the date of the issuance or sale of the Ordinary Shares deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the
case may be). |
(c)
Holder’s Right of Adjusted Conversion Price. If the Company in any manner issues or sells or enters into any agreement to
issue or sell, any Ordinary Shares, Options or Convertible Securities (any such securities, “Variable Price Securities”)
, after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for Ordinary
Shares at a price which varies or may vary with the market price of the Ordinary Shares, including by way of one or more reset(s) to
a fixed price, (each of the formulations for such variable price being herein referred to as, the “Variable Price”),
the Company shall provide written notice thereof via electronic mail and overnight courier to the Holder on the date of such agreement
and the issuance of such Ordinary Shares, Convertible Securities or Options. From and after the date the Company enters into such agreement
regardless of whether securities have been sold pursuant to such agreement, whether such agreement has subsequently been terminated or
whether the Company has provided written notice as described in the foregoing sentence, the Holder shall have the right, but not the
obligation, in its sole discretion to substitute the prevailing Variable Price for the Conversion Price upon conversion of this Note
by designating in the Conversion Notice delivered upon any conversion of this Note that solely for purposes of such conversion the Holder
is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price
for a particular conversion of this Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this
Note. In addition, from and after the date the Company enters into such agreement or issues any such Variable Price Securities, for purposes
of calculating the Installment Conversion Price as of any time of determination, the “Conversion Price” as used therein shall
mean the lower of (x) the Conversion Price as of such time of determination and (y) the Variable Price as of such time of determination.
(d)
7(a)7(a)Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are
not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type
contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the
granting of share appreciation rights, phantom share rights or other rights with equity features), then the Company’s board of
directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of
the Holder, provided that no such adjustment pursuant to this Section 7(d) will increase the Conversion Price as otherwise determined
pursuant to this Section 7, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests
hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent
investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding
absent manifest error and whose fees and expenses shall be borne by the Company.
(e)
Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by
or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Ordinary Shares.
(f)
Voluntary Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during
the term of this Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce
the then current Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate by the board of directors
of the Company.
8.
INSTALLMENT CONVERSION OR REDEMPTION.
(a)
General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the
Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this
Section 8 (an “Installment Conversion”); provided, however, that the Company may, at its option following
notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment
Redemption”) or by any combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding
applicable Installment Amount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment
Date, subject to the provisions of this Section 8. On the date which is the twenty-first (21st) Trading Day prior to each Installment
Date (each, an “Installment Notice Due Date”), the Company shall deliver written notice (each, a “Installment
Notice” and the date all of the holders receive such notice is referred to as to the “Installment Notice Date”),
to each holder of Notes and such Installment Notice shall (i) either (A) confirm that the applicable Installment Amount of such holder’s
Note shall be converted in whole pursuant to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or
is required to redeem for cash in accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount
pursuant to an Installment Redemption and (2) specify the portion of such Installment Amount which the Company elects or is required
to redeem pursuant to an Installment Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”)
and the portion of the applicable Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an
Installment Conversion (such amount of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is
referred to herein as the “Installment Conversion Amount”), which amounts when added together, must at least equal
the entire applicable Installment Amount and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant to
an Installment Conversion, certify that there is not then an Equity Conditions Failure as of the applicable Installment Notice Date.
Each Installment Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance with this Section
8 with respect to a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable Installment Notice
confirming an Installment Conversion of the entire Installment Amount payable on such Installment Date and shall be deemed to have certified
that there is not then an Equity Conditions Failure in connection with such Installment Conversion. Except as expressly provided in this
Section 8(a), the Company shall convert and/or redeem the applicable Installment Amount of this Note pursuant to this Section 8 and the
corresponding Installment Amounts of the Other Notes pursuant to the corresponding provisions of the Other Notes in the same ratio of
the applicable Installment Amount being converted and/or redeemed hereunder. The applicable Installment Conversion Amount (whether set
forth in the applicable Installment Notice or by operation of this Section 8) shall be converted in accordance with Section 8(b) and
the applicable Installment Redemption Amount shall be redeemed in accordance with Section 8(c).
(b)
Mechanics of Installment Conversion. Subject to Section 3(d) if the Company delivers an Installment Notice or is deemed to have
delivered an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion
in accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if
any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such
Installment Date, deliver to the Holder’s account with DTC such Ordinary Shares issued upon such conversion (subject to any reduction
contemplated by this Section 8(b)), provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such
Installment Date and an Installment Conversion is not otherwise prohibited under any other provision of this Note. Notwithstanding anything
to the contrary in this Section 8(b), but subject to Section 3(d), until the Company delivers Ordinary Shares representing the Installment
Conversion Amount to the Holder, the Installment Conversion Amount may be converted by the Holder into Ordinary Shares pursuant to Section
3. In the event that the Holder elects to convert the Installment Conversion Amount prior to the applicable Installment Date as set forth
in the immediately preceding sentence, the Installment Conversion Amount so converted shall be deducted from the Installment Amount(s)
relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. If the Company confirmed (or is deemed
to have confirmed by operation of Section 8(a)) the conversion of the applicable Installment Conversion Amount, in whole or in part,
and there was no Equity Conditions Failure as of the applicable Installment Notice Date (or is deemed to have certified that the Equity
Conditions in connection with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure
occurred between the applicable Installment Notice Date and any time through the applicable Installment Date (the “Interim Installment
Period”), the Company shall provide the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure
(which is not waived in writing by the Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted
under any other provision of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require
the Company to do any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted
Installment Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”) and the
Company shall pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately available funds, an amount
in cash equal to 105% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with respect
to all or any part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all
the rights of a holder of this Note with respect to such designated part of the Installment Conversion Amount; provided, however, the
Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the
lesser of (A) the Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B)
the Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating thereto
as if such date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following
the applicable Installment Date by payment of such amount by such date, then the Holder shall have all rights under this Note (including,
without limitation, such failure constituting an Event of Default described in Section 4(a)(vi)). The Company shall pay any and all taxes
that may be payable with respect to the issuance and delivery of any Ordinary Shares in any Installment Conversion hereunder.
(c)
Mechanics of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in
part, in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the
applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to 100% of the applicable
Installment Redemption Amount (the “Installment Redemption Price”). If the Company fails to redeem such Installment
Redemption Amount on such Installment Date by payment of the Installment Redemption Price, then, at the option of the Holder designated
in writing to the Company (any such designation shall be a “Conversion Notice” for purposes of this Note), the Holder
may require the Company to convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined
as of the date of such designation as if such date were an Installment Date). Conversions required by this Section 8(c) shall be made
in accordance with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 8(c), but subject to Section
3(d), until the Installment Redemption Price (together with any Late Charges thereon) is paid in full, the Installment Redemption Amount
(together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Ordinary Shares pursuant to Section
3. In the event the Holder elects to convert all or any portion of the Installment Redemption Amount prior to the applicable Installment
Date as set forth in the immediately preceding sentence, the Installment Redemption Amount so converted shall be deducted from the Installment
Amounts relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this
Section 8(c) shall be made in accordance with the provisions of Section 13.
(d)
Deferred Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may, at its option
and in its sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable
Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date deferred
(such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”) until any subsequent
Installment Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall be added to, and become part
of, such subsequent Installment Amount and such Deferral Amount shall continue to accrue Interest hereunder. Any notice delivered by
the Holder pursuant to this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now
be payable.
(e)
Acceleration of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary,
but subject to Section 3(d), during the period commencing on an Installment Date (a “Current Installment Date”) and
ending on the Trading Day immediately prior to the next Installment Date (each, an “Installment Period”), at the option
of the Holder, at one or more times, the Holder may (a) convert the Installment Amount with respect to the applicable Current Installment
Date in which case the Company’s obligations with respect to such Current Installment Date shall be deemed fulfilled and (b) convert
other Installment Amounts (each, an “Acceleration”, and each such amount, an “Acceleration Amount”,
and the Conversion Date of any such Acceleration, each an “Acceleration Date”), in whole or in part, in the each case
of clauses (a) and (b), at the Acceleration Conversion Price of such Current Installment Date in accordance with the conversion procedures
set forth in Section 3 hereunder (with “Acceleration Conversion Price” replacing “Conversion Price” for all purposes
therein), mutatis mutandis. Notwithstanding the foregoing, with respect to any given Installment Period, the Holder may not effect
aggregate Accelerations during such Installment Period in excess of an amount equal to the sum of (1) the applicable Installment Amount
for the applicable Installment Period and (2) an amount equal to 2.5x thereof [Intentionally
Omitted].
9.
83(d)3SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION
(a)
General. At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a Subsequent Placement
(as defined in the Securities Purchase Agreement) (the “Holder Notice Date”) and (y) the time of consummation of a
Subsequent Placement (in each case, other than with respect to Excluded Securities) (each, an “Eligible Subsequent Placement”),
the Holder shall have the right, in its sole discretion, to require that the Company redeem (each an “Subsequent Placement Optional
Redemption”) all, or any portion, of the Conversion Amount under this Note not in excess of (together with any Subsequent Placement
Optional Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes of the Holder) the Holder’s
Holder Pro Rata Amount of (x) 15% of the gross proceeds from all Eligible Subsequent Placements until the Company has received aggregate
gross proceeds from Eligible Subsequent Placements equal to US$5,000,000 and (y) after the Company has received aggregate gross proceeds
of US$5,000,000 from Eligible Subsequent Placements, 25% of the gross proceeds from all Eligible Subsequent Placements (the “Eligible
Subsequent Placement Optional Redemption Amount”) by delivering written notice thereof (an “Subsequent Placement Optional
Redemption Notice”) to the Company. Notwithstanding the foregoing, if the Holder is participating in an Eligible Subsequent
Placement, upon the written request of the Holder, the Company shall apply all, or any part, as set forth in such written request, of
any amounts that would otherwise be payable to the Holder in such Subsequent Placement Optional Redemption, on a dollar-for-dollar basis,
against the purchase price of the securities to be purchased by the Holder in such Eligible Subsequent Placement.
(b)
Mechanics. Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth
in the applicable Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the
Holder is electing to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent
Placement Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x)
the fifth (5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the
date of the consummation of such Eligible Subsequent Placement. The portion of the Outstanding Value of this Note subject to redemption
pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to the Subsequent Placement Optional Redemption
Amount (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9 shall be made
in accordance with the provisions of Section 13. For greater certainty, the Subsequent Placement Optional Redemption Amount shall be
applied to this Note as provided in the last sentence of Section 1.
10.
OPTIONAL REDEMPTION AT THE ELECTION OF THE COMPANY. Subject to the provisions of
this Section 10, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such
notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem
all, and not less than all, of the then outstanding Conversion Amount for cash on the 60th Trading Day following the Optional Redemption
Notice Date (such date, the “Optional Redemption Date”, such 60 Trading Day period, the “Optional Redemption
Period” and such redemption, the “Optional Redemption”). In connection with an Optional Redemption, the
entire outstanding Conversion Amount (the “Optional Redemption Amount”) shall be due and payable in full on the Optional
Redemption Date. Notwithstanding the foregoing, any for the avoidance of doubt, if the Company delivers an Optional Redemption Notice
in connection with any Change of Control, then the Optional Redemption Amount shall be the Change of Control Redemption Price. The Company
may only effect an Optional Redemption if each of the Equity Conditions shall have been met (unless waived in writing by the Holder)
on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through
and including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease
to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice
by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that
if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non-existence of an Equity Condition,
such notice period shall be extended to the third Trading Day after proper notice from the Company) in which case the Optional Redemption
Notice shall be null and void, ab initio.
The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption
Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption
in cash shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial
purchases of Notes pursuant to the Securities Purchase Agreement. Optional Redemptions made pursuant to this Section 10 shall be made
in accordance with the provisions of Section 13.
11.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation
(as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out
all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting
the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not increase
the par value of any Ordinary Shares receivable upon conversion of this Note above the Conversion Price then in effect, and (b) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Ordinary Shares upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day
anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions
set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,
obtaining such consents or approvals as necessary to permit such conversion into Ordinary Shares.
12.
INTENTIONALLY OMITTED.
13.
REDEMPTIONS.
(a)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business
Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change
of Control Redemption Notice in accordance with Section 5(a), the Company shall deliver the applicable Change of Control Redemption Price
to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation
of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall
deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional
Redemption Date. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment
Date. The Company shall deliver the applicable Optional Redemption Amount to the Holder in cash on the applicable Optional Redemption
Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to
receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company,
the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction
Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such
other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly
cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing the Outstanding Principal Value
of this Note which has not been redeemed. 20(d)13 The Holder’s delivery of a notice voiding a Redemption Notice and exercise of
its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued
prior to the date of such notice with respect to the Conversion Amount subject to such notice.
(b)
Redemption by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption
or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b), Section
5(a) or Section 9 (each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business
Day of its receipt thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice
and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2)
Business Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the
date which is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company
is unable to redeem all principal, make-whole amount, interest and other amounts designated in such Redemption Notice and such Other
Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder
of the Notes (including the Holder) based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice
and such Other Redemption Notices received by the Company during such seven (7) Business Day period.
14.
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.
15.
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:
(a)
Rank. All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other
Indebtedness of the Company and its Subsidiaries.
(b)
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other
Notes and (ii) other Permitted Indebtedness).
(c)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other
than Permitted Liens. Notwithstanding anything contained in the Transaction Documents to the contrary, the Holder shall cause the
Collateral Agent to release any Liens of the Collateral Agent in the assets of Entrepreneur Resorts Pte. Ltd., a Singapore company, upon
receipt of a written notice from the Company, that the Company will distribute all or a portion of the ordinary shares of Entrepreneur
Resorts Pte. Ltd., a Singapore company to the Company’s shareholders (the “Permitted Spin Off”), but in any
case no more than five (5) Trading Days prior to the effective date of such Permitted Spin Off and provided that such effective date
has been approved by the Company’s board of directors, has been publicly announced and all filings, consents and other approvals
that are conditions precedent to the effectiveness of the Permitted Spin Off have been obtained.
(d)
Restricted Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in
whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness
or make any Investment, as applicable, other than Permitted Indebtedness and Permitted Acquisitions, provided any such payments with
respect to such Permitted Indebtedness and any such Permitted Acquisitions, as applicable, shall not be permitted if, at such time, or
after giving effect to such payment, any Event of Default or an event that with the passage of time and without being cured would constitute
an Event of Default exists or occurs and is continuing. Notwithstanding the foregoing or any contrary provisions of the Transaction
Documents, the Company may, directly or indirectly, effect the Permitted Spin Off.
(e)
Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution out of its capital.
(f)
Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights
of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other
than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company
and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in
the ordinary course of business and (iii) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such
assets or rights by the Company and its Subsidiaries that in aggregate that do not have a fair market value in excess $1,000,000 in the
aggregate during any Fiscal Year. For greater certainty, in no event shall the Company or any Subsidiary, directly or indirectly, sell,
lease, license, assign, transfer or otherwise dispose of any assets to a Subsidiary that is not a party to Subsidiary Guaranty (as defined
in the Securities Purchase Agreement) and with respect to which the Collateral Agent has a perfected, first ranking lien and security
interest in all of its assets. Notwithstanding the foregoing or any contrary provisions of the Transaction Documents, the Company
may, directly or indirectly, effect the Permitted Spin Off.
(g)
Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.
(h)
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated
to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental
thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their
corporate structure or purpose.
(i)
Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and
in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary.
(j)
Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which
it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.
(k)
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary
or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or
any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.
(l)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts
and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally
in accordance with sound business practice by companies in similar businesses similarly situated (including, without limitation, and
for the avoidance of doubt, at least $3,000,000 in director’s and officer’s insurance).
(m)
Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend
or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer
or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the
ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation
of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm’s length transaction with a Person that is not an affiliate thereof.
(n)
Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority
in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase
Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default under the Notes.
(o)
New Subsidiaries. Simultaneously with the acquisition or formation of each New Subsidiary that would be a “Significant Subsidiary”
within the meaning of 17 CFR §210.1-02 (Definitions of terms used in Regulation S-X), the Company shall, and shall cause such New
Subsidiary to execute, and deliver to each holder of Notes and the Collateral Agent, all Security Documents (as defined in the Securities
Purchase Agreement), the Subsidiary Guaranty (as defined in the Securities Purchase Agreement) and such other agreements and instruments
as reasonably requested by the Collateral Agent or the Required Holders, as applicable.
(p)
Change in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than thirty (30) days’
prior written notice of any change in the location of any Collateral (as defined in the Security Documents), other than to locations
set forth in the Perfection Certificate (as defined in the Security Agreement) hereto and with respect to which the Collateral Agent
has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient
detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii)
execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Holder
and holders of the Other Notes from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral,
such written statements and schedules as the Collateral Agent or any Holder may reasonably require, designating, identifying or describing
the Collateral.
(q)
Bank Accounts.
(i)
General. Neither the Company nor any Subsidiary shall maintain any deposit account or account containing investment property within
the meaning 9-102 of the Uniform Commercial Code as in effect in the State of New York that is not subject to a Controlled Account Agreement;
provided, however, that the Company and the Subsidiaries shall not be required to deliver a Controlled Account Agreement with respect
to any such account if the amount on deposit therein is less than US$500,000 (an “Excluded Account”); provided, further,
however, that aggregate balance of all Excluded Accounts shall not, at any time, exceed US$2,000,000.
(ii)
Blocked Cash. In addition to, and not in limitation of, the provisions of this Section 15(q)(i), the Company shall at all times
cause to be maintained on deposit in the Blocked Account cash in an aggregate amount equal to not less than the Purchase Price paid by
the initial Holder of this Note to the Company on the Closing Date (the “Blocked Cash”) (which Blocked Cash is in
addition to any Cash required to be kept on deposit in the Blocked Account pursuant to Section 15(t)(i)); provided, however,
if (A) the Registration Statement was declared effective by the Commission by the Effectiveness Date for all the Registrable Securities
and the prospectus contained therein is available for use by the Holder, (B) the Initial Singapore Stockholder Approval and any necessary
Subsequent Singapore Stockholder Approval has been obtained and validly remains in place, (C) the Company is in compliance with Minimum
Cash Test, (D) no Event of Default has occurred and no circumstance exists that with the passage of time, the giving of notice or both
would become an Event of Default, and (E) satisfaction of the post-closing condition set forth in Section 2.4(c) of the Securities Purchase
Agreement (the conditions set forth in clause (A), (B), (C), (D) and (E) are collectively referred to herein as the “First Release
Conditions”), the Company may give written notice (the “First Cash Release Notice” and the date the Holder
and all the holders of the Other Notes received such notice is referred to as the “First Cash Release Notice Date”)
to the Holder certifying that all of the First Release Conditions are satisfied as of the First Cash Release Notice Date and of its intention
to release one-half of the Purchase Price ($8,500,000) from the Blocked Account and setting forth the date of such release on a date
that is not less than two (2) Business Days following the First Cash Release Notice Date; provided, further, however,
if, following the third Installment Date hereunder, (I) the Registration Statement has been continuously effective since the Effectiveness
Date with respect to all Registrable Securities, and the prospectus contained therein has been continuously available for use by the
Holder, in each case, since the First Cash Release Notice Date, (II) no Event of Default has occurred and no circumstance exists that
with the passage of time, the giving of notice or both would become an Event of Default, (III) the Company is in compliance with the
Minimum Cash Test, (IV) no Equity Conditions Failure has occurred that is then continuing, (V) the ratio of the Company’s Total
Indebtedness to Market Capitalization is no greater than 33%, (VI) the Company has received gross proceeds (less any reasonable placement
agent, underwriter and/or legal fees and expenses) of at least US$7,500,000 from the sale and issuance in a single closing of Ordinary
Shares and/or Options and/or Convertible Securities (the “Equity Raise”) and (VII) each of the post-Closing conditions
set forth in Section 2.4 of the Securities Purchase Agreement shall have been satisfied (the conditions set forth in clause (I), (II),
(III), (IV), (V), (VI) and (VII) are collectively referred to herein as the “Second Release Conditions”), the Company
may give written notice (the “Second Cash Release Notice” and the date the Holder and all the holders of the Other
Notes received such notice is referred to as the “Second Cash Release Notice Date”) to the Holder certifying that
all of the Second Release Conditions are satisfied as of the Second Cash Release Notice Date and of its intention to release the remaining
portion of the Purchase Price ($8,500,000) from the Blocked Account, and setting forth the date of such release on a date that is not
less than two (2) Business Days following the Second Cash Release Notice Date. In the event that, following the third Installment Date
hereunder, all of the Second Release Conditions are satisfied but for the Equity Raise, the Company may nonetheless deliver the Second
Cash Release Notice but only for the release of $5,000,000, and the remaining $3,500,000 shall only be released upon the Company’s
delivery of a subsequent written notice (the “Third Cash Release Notice” and the date the Holder and all the holders
of the Other Notes received such notice is referred to as the “Third Cash Release Notice Date”) certifying (x) that
the Equity Raise has been consummated and the other Second Release Conditions continue to be satisfied as of the Third Cash Release Notice
Date or (y) that the aggregate Outstanding Value of this Note and the Other Notes is equal to or less than $9,065,000 and the Second
Release Conditions (other than clause (VI)) continue to be satisfied as of the Third Release Notice Date and, in each case, setting forth
the date of such release on a date that is not less than two (2) Business Days following the Third Cash Release Notice Date. None of
the First Cash Release Notice, the Second Cash Release Notice or the Third Cash Release Notice shall contain any material, non-public
information. For the avoidance of doubt, for purposes of this Section 15(q)(ii) the Equity Conditions Measurement Period shall have commenced
on the twentieth (20th) Trading Day prior to the delivery of the Second Cash Release Notice or Third Cash Release Notice, as the case
may be, and have ended on the Second Cash Release Notice Date or Third Cash Release Notice Date, as applicable. The Company shall, simultaneously
with the delivery of any First Cash Release Notice, Second Cash Release Notice or Third Cash Release Notice to the Holder, publicly disclose
such notice in a Report of a Foreign Private Issuer on Form 6-K filed with the Commission. For greater certainty, nothing in this Section
15(q) shall be deemed implied consent to the sale and issuance of any Convertible Securities that would be prohibited by the other terms
of the Transaction Documents.
(r)
Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever
or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits
or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power
granted to the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.
(s)
Taxes. The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together
with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective
assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom
(except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).
The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure
to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding
the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain
adequate reserves therefor in accordance with IFRS.
(t)
Minimum Cash Test; Cash Burn Covenant.
(i)
Minimum Cash Test. At any time any Notes remains outstanding, the Company shall, at all times, cause to be kept on deposit in
the Blocked Account an amount of Cash (which shall be in addition to the Blocked Cash) equal to the greater of (x) an amount equal to
33% of the positive difference between (1) the aggregate amount of cash released from the Blocked Account in accordance with Section
15(q)(ii) and (2) the aggregate Installment Amounts paid to the Holder by the Company hereunder and (y) US$2,000,000 (the “Minimum
Cash Test”). Once the Outstanding Value is less than US$2,000,000 the Company shall no longer be required to comply with the
Minimum Cash Test.
(ii)
Cash Burn Covenant. Commencing on the First Cash Release Notice Date and at all times thereafter, if the Company’s Available
Cash is less than 125% of Adjusted Total Indebtedness, the Available Cash on the last Business Day of each calendar month shall be greater
than or equal to the Available Cash on the last Business Day of the calendar month six (6) months prior to such date of determination
less $6,000,000 and greater than or equal to the available cash on the last Business Day of the calendar month three (3) months prior
to such date of determination less $3,500,000.
(u)
Changes in Business. Until the Initial Registration Statement (as defined in the Registration Rights Agreement) is declared effective
by the Commission, the Company shall refrain, and cause its Subsidiaries to refrain, from acquiring any business or disposing of any
business if such acquisition or disposition would require the Company to include in such Initial Registration any (x) pro forma financial
statements, (y) stand-alone historical financial statements regarding the acquired or disposed business or (z) other information (financial
or otherwise) that that is not readily available for inclusion in the Initial Registration Statement prior to the Filing Date or Effectiveness
Date (each as defined in the Registration Rights Agreement) therefor.
(v)
PCAOB Registered Auditor. At all times any Notes remain outstanding, the Company shall have engaged an independent auditor to
audit its financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting
Oversight Board.
(w)
Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing,
(y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at
any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent,
reputable investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has
occurred (the “Independent Investigator”). If the Independent Investigator determines that such breach of this Note
has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each
holder of a Note of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours,
inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and,
to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and
accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually
required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent
Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish
the Independent Investigator with such financial and operating data and other information with respect to the business and properties
of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss
the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s
officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said
accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such
reasonable times, upon reasonable notice, and as often as may be reasonably requested.
16.
SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including,
without limitation, the Security Agreement, the other Security Documents and the Guaranties).
17.
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, if the Company shall declare or make any
dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of Ordinary Shares, by way of return
of capital or otherwise (including without limitation, any distribution of cash, shares or other securities, property or options by way
of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),
then the Holder will be entitled to such Distributions as if the Holder had held the number of Ordinary Shares acquirable upon complete
conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming
for such purpose that the Note was converted at the Alternate ConversionClosing Sale Price as of the applicable
record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date
as of which the record holders of Ordinary Shares are to be determined for such Distributions (provided, however, that to the extent
that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage
(and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Distribution (and beneficial ownership)
to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial
Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).
18.
AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto,
the prior written consent of the Holder shall be required for any change, waiver or amendment to this Note.
19.
TRANSFER. This Note and any Ordinary Shares issued upon conversion of this Note may be offered, sold, assigned or transferred
by the Holder without the consent of the Company, subject only to the provisions of Section 4.1 of the Securities Purchase Agreement.
20.
REISSUANCE OF THIS NOTE.
(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a
new Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion
or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on
the face of this Note.
(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice
as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in
customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding Principal.
(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least $1,000) representing
in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal
as is designated by the Holder at the time of such surrender.
(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note
(i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated by the Holder which,
when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as
this Note, and (v) shall represent accrued and unpaid Make-Whole Amount, Interest and Late Charges on the Principal, Interest and Make-Whole
Amount of this Note, from the Issuance Date.
21.
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder
to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any
of the documents shall not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity.
The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance
and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such
case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the
terms and conditions of this Note (including, without limitation, compliance with Section 7).
22.
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
and/or any other Transaction Document or to enforce the provisions of this Note and/or any other Transaction Document or (b) there occurs
any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving
a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in
connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees
and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Note and/or any other Transaction Document,
as applicable, shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal
amount hereof.
23.
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be
construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form
part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note instead
of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Note.
Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed
to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.
24.
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 24 shall
permit any waiver of any provision of Section 3(d).
25.
DISPUTE RESOLUTION.
(a)
Submission to Dispute Resolution.
(i)
In the case of a dispute relating to a Black Scholes Consideration Value, Closing Bid Price, a Closing Sale Price, a Conversion Price,
an Installment Conversion Price, an Acceleration Conversion Price, an Alternate Conversion Price, a VWAP or a fair market
value or the arithmetic calculation of a Conversion Rate or the applicable Redemption Price (as the case may be) (including, without
limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit
the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute.
If the Holder and the Company are unable to promptly resolve such dispute relating to such Black Scholes Consideration Value, Closing
Bid Price, such Closing Sale Price, such Conversion Price, such Installment Conversion Price, such Acceleration Conversion Price, such Alternate
Conversion Price, such VWAP or such fair market value, or
the arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second
(2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the
Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank
to resolve such dispute.
(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute, in each
case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the
Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately
preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being
understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute
Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and
hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such
dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to
such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder
or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written
documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).
(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the
Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses
of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final
and binding upon all parties absent manifest error.
(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between
the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and
Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR §
7503(a) in order to compel compliance with this Section 25, (ii) the terms of this Note and each other applicable Transaction Document
shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be
entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines
are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such
investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction
Documents, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this
Section 25 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set
forth in this Section 25 and (iv) nothing in this Section 25 shall limit the Holder from obtaining any injunctive relief or other equitable
remedies (including, without limitation, with respect to any matters described in this Section 25).
26.
NOTICES; CURRENCY; PAYMENTS.
(a)
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice
of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the
Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15)
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the Ordinary Shares, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase
shares, warrants, securities or other property to holders of Ordinary Shares or (C) for determining rights to vote with respect to any
Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior
to or in conjunction with such notice being provided to the Holder.
(b)
Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all
amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted
into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as
published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated
with reference to, or over, a period of time, the date of calculation shall be the final date of such period of time).
(c)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly
set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account
of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing
(which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities
Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds
by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due
on the next succeeding day which is a Business Day. Any amount of Outstanding Value of this Note or other amounts due under the Transaction
Documents which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest
on such amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full (“Late
Charge”).
27.
CANCELLATION. After all of the Outstanding Value of this Note and other amounts at any time owed on this Note or any other Transaction
Documents 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.
28.
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and
all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities
Purchase Agreement.
29.
GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section 25 above,
the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or
taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder,
to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the
Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 25. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.
30.
JUDGMENT CURRENCY.
(a)
If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert
into any other currency (such other currency being hereinafter in this Section 30 referred to as the “Judgment Currency”)
an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately
preceding:
(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or
(ii)
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of
which such conversion is made pursuant to this Section 30(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).
(b)
If in the case of any proceeding in the court of any jurisdiction referred to in Section 30(a)(ii) above, there is a change in the Exchange
Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay
such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate
prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
(c)
Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Note.
31.
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).
32.
MAXIMUM PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed
to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the
event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
33.
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
(a) “Acceleration
Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment Conversion Price for
such Current Installment Date related to such Acceleration Date and (ii) the lower of (A) 90% of the VWAP of the Ordinary Shares as of
the Trading Day immediately preceding the applicable Acceleration Date and (B) 90% of the quotient of (I) the sum of the VWAP of the
Ordinary Shares for each of the three (3) Trading Days with the lowest VWAP of the Ordinary Shares during the twenty (20) consecutive
Trading Day period ending and including the Trading Day immediately prior to such Acceleration Date, divided by (II) three (3). All such
determinations to be appropriately adjusted for any share split, share dividend, share combination or other similar
transaction during any such measuring period.[Intentionally Omitted]
(b)
“Adjusted Total Indebtedness” means, as of the date of determination, Total Indebtedness minus the amount of
Blocked Cash on deposit in the Blocked Account minus the Company’s and its Subsidiaries’ aggregate accounts receivable
determined in accordance with IFRS minus the Company’s and its Subsidiaries prepaid expenses as determined in accordance
with IFRS minus the Company’s and its Subsidiaries other current assets as of such date of determination, but excluding
Available Cash .
(c)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect
to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than rights of the
type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the Company in connection
with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights).
(d)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a
Person means the power directly or indirectly either to vote 10% or more of the shares having ordinary voting power for the election
of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
(e)
“Alternate Conversion Event of Default” means (i) three or more occurrences of Events of Default arising
pursuant to Section 4(a)(iii) (only with respect to threatened suspensions or threatened failure) or Section 4(a)(xiv), (ii) any Event
of Default arising pursuant to Sections 4(a)(ii), Section 4(a)(iii) (with respect to suspension or failure) Section 4(a)(iv), Section
4(a)(v), Section 4(a)(vi), Section 4(a)(vii), Section 4(a)(viii), Section 4(a)(ix), Section 4(a)(x), Section 4(a)(xi), Section 4(a)(xii),
Section 4(a)(xiii), Section 4(xvi), Section 4(a)(xviii), Section 4(a)(xx), Section 4(a)(xxi), Section 4(a)(xxiv), or (iii) any other
Event of Default that remains uncured for a period of ten calendar days.[Intentionally
Omitted]
(f)
“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall
be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion,
(ii) 85% of the VWAP of the Ordinary Shares as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable
Conversion Notice, (iii) 85% of the VWAP of the Ordinary Shares as of the Trading Day of the delivery or deemed delivery of the applicable
Conversion Notice and (iv) 85% of the price computed as the quotient of (I) the sum of the VWAP of the Ordinary Shares for each of the
three (3) Trading Days with the lowest VWAP of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including
the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (II) three (3)
(such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for
any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases
the Ordinary Shares during such Alternate Conversion Measuring Period.[Intentionally Omitted]
(g)
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company
prior to or subsequent to the Subscription Date pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may
be issued to any employee, officer or director for services provided to the Company in their capacity as such.
(h)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or
any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose
of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.
(i)
“Available Cash” means, with respect to any date of determination, an amount equal to the aggregate amount of the
Cash of the Company and its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable for unrestricted
use by the Company or any of its Subsidiaries for any reason) as of such date of determination on deposit in an account subject to a
Controlled Account Agreement. For greater certainty, Blocked Cash and Cash required to be kept on deposit in the Blocked Account pursuant
to Section 15(t)(i) is not Available Cash.
(j)
“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right
(as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Ordinary Shares on the Trading
Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option,
Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date
of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected
volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible
Security or Adjustment Right (as the case may be).
(k)
“Blocked Account” means the deposit account of Genius USA maintained at First Republic Bank subject to Controlled
Account Agreement, which Controlled Account Agreement does not permit Genius USA or Company to access such deposit account without the
prior consent of the Collateral Agent.
(l)
“Bloomberg” means Bloomberg, L.P.
(m)
“Book Value” means the value of an asset as determined for purposes of the Company’s and its Subsidiaries financial
statements.
(n)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New
York are authorized or required by law to remain closed; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.
(o)
“Cash” of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained
in accordance with IFRS, and means, without duplication, the cash and cash equivalents accrued by the Company and its wholly owned Subsidiaries
on a consolidated basis on such date.
(p)
“Change of Control” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective
control (whether through legal or beneficial ownership of share capital of the Company, by contract or otherwise) of in excess of 50%
of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together
with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the
Company and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transaction own less
than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company (and all of its Subsidiaries,
taken as a whole) sells or transfers all or substantially all of its assets to another Person and the shareholders of the Company immediately
prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction or
(e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events
set forth in clauses (a) through (d) above.
(q)
“Change of Control Conversion Amount” means the sum of (A) the portion of the Outstanding Principal Value of this
Note to be redeemed, (B) accrued and unpaid Interest with respect to such Outstanding Principal Value of this Note, (C) accrued and unpaid
Late Charges, including with respect to such Outstanding Principal Value of this Note and Interest, and (D) any other unpaid amounts
pursuant to the Transaction Documents, if any
(r)
“Change of Control Redemption Premium” means 115%.
(s)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price
(as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the
last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade
price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of
the bid prices, or the ask prices, respectively, of any market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the
case may be) of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the
Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 25. All such determinations shall be appropriately adjusted for any share splits, share dividends, share
combinations, recapitalizations or other similar transactions during such period.
(t)
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company
initially issued Notes pursuant to the terms of the Securities Purchase Agreement.
(u)
“Collateral Coverage Ratio” means the ratio of Total Indebtedness to the Book Value of the tangible assets (within
the meaning of IFRS) over which the Agent has a valid, first ranking lien as security for the Company’s obligations under the Notes
and the other Transaction Documents.
(v)
“Commission” means the United States Securities and Exchange Commission or the successor thereto.
(w)
“Contingent Acquisition Consideration” means any earn-out obligation, or similar deferred obligation of the Company
incurred or created under the Stock Purchase Agreement, dated March 22, 2021, by and among the Company, Sandra Johnson, Marco Johnson,
the University of Antelope Valley Inc., and the University of Antelope Valley, LLC, provided, the amount of the obligation does not exceed
US$17,000,000 in the aggregate and the first payment is not prior to March 31, 2024.
(x)
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that
Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability
will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto.
(y)
“Controlled Account Agreement” means a deposit account control agreement among the Company or a Subsidiary, the Collateral
Agent and the applicable bank or other financial institution where the Company or such Subsidiary maintains a deposit account or account
holding investment property, in form and substance acceptable to the Collateral Agent, granting to the Collateral Agent a perfected first
priority security interest in the monies or investment property, as applicable, deposited in such account.
(z)
“Convertible Securities” means any share or other security (other than Options) that is at any time and under any
circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof
to acquire, any Ordinary Shares.
(aa)
“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns
any of the outstanding issued share capital or holds any equity or similar interest of such Person or (ii) controls or operates all or
any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.
(bb)
“Eligible Market” means The New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market.
(cc)
“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning
twenty (20) Trading Days prior to such applicable date of determination and ending on and including such applicable date of determination
(or, with respect to the initial Installment Date, during the period beginning on the Initial Installment Notice Due Date and ending
on and including the initial Installment Date) either (x) one or more Registration Statements filed pursuant to the Registration Rights
Agreement shall be effective and the prospectus contained therein shall be available on such applicable date of determination for the
resale of all Ordinary Shares to be issued in connection with the event requiring this determination (or issuable upon conversion of
the Conversion Amount being redeemed, as applicable, in the event requiring this determination at the Alternate Conversion Price then
in effect (without regard to any limitations on conversion set forth herein)) (each, a “Required Minimum Securities Amount”),
in each case, in accordance with the terms of the Registration Rights Agreement and there shall not have been during such period any
Allowable Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale
pursuant to Rule 144 (as defined in the Securities Purchase Agreement) without the need for registration under any applicable federal
or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect
to the Notes) and no Public Information Failure (as defined in the Securities Purchase Agreement) exists or is continuing; (ii) on each
day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the
applicable date of determination (the “Equity Conditions Measuring Period”), the Ordinary Shares (including all Registrable
Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading
on an Eligible Market nor shall delisting or suspension by an Eligible Market have been threatened or likely to occur or pending as evidenced
by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible
Market on which the Ordinary Shares is then listed or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring
Period, the Company shall have delivered all Ordinary Shares issuable upon conversion of this Note on a timely basis as set forth in
Section 3 hereof and all other shares required to be delivered by the Company on a timely basis as set forth in the other Transaction
Documents; (iv) any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of
the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d)
hereof; (v) any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the
Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth
herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which the Ordinary Shares is then
listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement
of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;
(vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement required
to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available
for the resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the Registration
Rights Agreement or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 without the need for registration
under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance
of securities with respect to the Notes) and no Public Information Failure exists or is continuing; (viii) the Holder shall not be in
(and no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company,
any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each
day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have
breached any representation or warranty in any material respect (other than representations or warranties subject to material adverse
effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document,
including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x)
on each Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Volume Failure or Price Failure
as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall exist
or be continuing and the applicable Required Minimum Securities Amount of Ordinary Shares are available under the certificate of incorporation
of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all Ordinary Shares to be issued in connection
with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring
this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an
Authorized Share Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall
not exist an Event of Default (as defined in the Notes) or an event that with the passage of time or giving of notice would constitute
an Event of Default (regardless of whether the Holder has submitted an Event of Default Redemption Notice); (xiii) no bona fide dispute
shall exist, by and between any of holder of Notes, the Company, the Principal Market (or such applicable Eligible Market in which the
Ordinary Shares of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other
Transaction Document, (xiv) the Ordinary Shares issuable pursuant to the event requiring the satisfaction of the Equity Conditions are
duly authorized and listed and eligible for trading without restriction on an Eligible Market and (xv) all Singapore Stockholder Approvals
have been obtained timely and validly remain in place.
(dd)
“Equity Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the
applicable Installment Notice Date through the later of the applicable Installment Date and the date on which the applicable Ordinary
Shares are actually delivered to the Holder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).
(ee)
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
(ff)
“Excluded Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to directors,
officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan,
provided, that the aggregate number of Ordinary Shares subject to such Approved Stock Plan does not exceed 10% of the Company’s
issued and outstanding Ordinary Shares on the Subscription Date, and provided, further that the exercise price of any such options is
not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions
of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) Ordinary Shares issued
upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion
price of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock
Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options
to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the
number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or Options (other than standard
options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially
changed in any manner that adversely affects any of the Buyers; (iii) the Ordinary Shares issuable upon conversion of the Notes or otherwise
pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription
Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date), and (iv) Ordinary Shares
issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing Ordinary
Shares primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
(gg)
“Fiscal Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond
to the Company’s fiscal year as of the date hereof that ends on December 31.
(hh)
“Fiscal Year” means the fiscal year adopted by the Company for financial reporting purposes as of the date hereof
that ends on December 31.
(ii)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject
to or have its Ordinary Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares
calculated as if any Ordinary Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making
or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Ordinary Shares such that all Subject
Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become
collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding Ordinary Shares,
or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually
or in the aggregate, acquire, either (x) at least 50% of the outstanding Ordinary Shares, (y) at least 50% of the outstanding Ordinary
Shares calculated as if any Ordinary Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of Ordinary
Shares such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of
at least 50% of the outstanding Ordinary Shares, or (v) reorganize, recapitalize or reclassify its Ordinary Shares, (B) that the Company
shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any
Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender
offer, exchange, reduction in outstanding Ordinary Shares, merger, consolidation, business combination, reorganization, recapitalization,
spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either
(x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the
aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held by all such Subject Entities as of the
date of this Note calculated as if any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage of
the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other equity securities of the Company sufficient
to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company
to surrender their Ordinary Shares without approval of the shareholders of the Company or (C) directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument
or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such
instrument or transaction.
(jj)
“Genius USA” means Genius Group USA Inc., a wholly owned Subsidiary of the Company.
(kk)
“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule
13d-5 thereunder.
(ll)
“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note
on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers
pursuant to the Securities Purchase Agreement on the Closing Date.
(mm)
“IFRS” means International Financial Reporting Standards consistently applied.
(nn)
“Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases”
in accordance with IFRS) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C)
all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations
evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement,
or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale
of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with IFRS, consistently
applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns
such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in
respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.
(oo)
“Initial Installment Notice Due Date” means the twenty-first (21st) Trading Day prior to the initial Installment Date.
(pp)
“Installment Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the
lesser of (x) the quotient of (I) the Outstanding Principal Value of this Note as of the initial Installment Date, divided by (II) the
number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Accelerations,
redemptions or conversions hereunder prior to the Maturity Date) and (y) Outstanding Principal Value of this Note as of such
Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Outstanding Principal Value of this Note
then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant to
the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and
included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e)
and included in such Installment Amount in accordance therewith [Intentionally Omitted] and (D) in each
case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest and Make-Whole Amount as of such Installment Date under
this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder
shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment
Amount hereunder.
(qq)
“Installment Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion
Price then in effect, and (ii) the lower of (I) 90% of the VWAP of the Ordinary Shares as of the Trading Day immediately preceding the
applicable Installment Date and (II) 90% of the quotient of (A) the sum of the VWAP of the Ordinary Shares for each of the three (3)
Trading Days with the lowest VWAP of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the
Trading Day immediately prior to the applicable Installment Date, divided by (B) three (3). All such determinations to be appropriately
adjusted for any share split, share dividend, share combination or other similar transaction during any such measuring period.
(rr)
“Installment Date” means (i) November 25, 2022, (ii) then, (x) if the first Trading Day of the calendar month immediately
following the initial Installment Date occurs less than twenty (20) Trading Days after the initial Installment Date, the first Trading
Day of the second calendar month immediately following the initial Installment Date or (y) otherwise, the first Trading Day of the calendar
month immediately following the initial Installment Date, (iii) thereafter, the first Trading Day of the calendar month immediately following
the previous Installment Date until the Maturity Date, and (iv) the Maturity Date.
(ss)
“Interest Date” means, with respect to any given calendar month, (x) if prior to the initial Installment Date or after
the Maturity Date, the first Trading Day of such calendar month or (y) if on or after the initial Installment Date, but on or prior to
the Maturity Date, such Installment Date, if any, in such calendar month.
(tt)
“Interest Rate” means five percent (5.0%) per annum, as may be adjusted from time to time in accordance with Section
2.
(uu)
“Investment” means any beneficial ownership (including shares, partnership or limited liability company interests)
of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the
assets of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets.
(vv)
“Make-Whole Amount” means, as of any given date and as applicable, in connection with any conversion, redemption or
other repayment hereunder, an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate
then in effect assuming for calculation purposes that the Outstanding Principal Value of this Note as of the Closing Date remained outstanding
through and including the Maturity Date.
(ww)
“Market Capitalization” means, as of any date of determination, the product of (x) the Ordinary Shares outstanding
as reported on the most recent Annual Report on Form 20-F or Report of a Foreign Private Issuer on Form 6-K (as applicable) (y) the Closing
Sale Price of the Ordinary Shares on such date of determination.
(xx)
“Maturity Date” shall mean FebryaryFebruary 26, 2025; provided, however, the Maturity Date
may be extended at the option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be
continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an
Event of Default or (ii) through the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the
event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided
further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be
limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such provision shall
not limit the conversion of this Note.
(yy)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date,
directly or indirectly, (i) owns or acquires any of the outstanding issued share capital or holds any equity or similar interest of such
Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing,
collectively, “New Subsidiaries”.
(zz)
“Options” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.
(aaa)
“Ordinary Shares” means ordinary shares in the capital of the Company.
(bbb)
“Outstanding Principal Value” as of any time of determination, means 104% of all outstanding Principal of this Note
as of such time of determination
(ccc)
“Outstanding Value”, as of any time of determination, means the Outstanding Principal Value of this Note, accrued
and unpaid Interest, Make-Whole Amount, if any, and accrued and unpaid Late Charges (as defined in Section 26(c)) on such Outstanding
Principal Value, Interest and Make-Whole Amount, if any, in each case, as of such time of determination.
(ddd)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose
common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent
Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(eee)
“Permitted Acquisition” means the acquisition by the Company or any Subsidiary or another Person or all or substantially
all of the assets of another Person (or any business unit thereof); provided that (a) upon consummation of such Acquisition, the newly
acquired (or continuing or surviving) Person executes and delivers a joinder to the Subsidiary Guaranty , (b) if upon consummation of
such acquisition the Collateral Coverage Ratio is greater than 33%, the newly acquired (or continuing or surviving) Person executes and
delivers such security agreements or instruments reasonable requested by the Holder such that the Agent shall have valid, first ranking
on all of its assets, (c) no Event of Default has occurred and is continuing at the time of the consummation of such Permitted Acquisition
and the consummation of such Permitted Acquisition would not result in the occurrence of an Event of Default and (d) any selling party
in any such acquisition who receives consideration, whether upon consummation of such acquisition or following such consummation in the
form of earn-outs or otherwise, in the form Ordinary Shares executes and delivers a voting agreement in substantially the same form as
the Voting Agreement (as defined in the Securities Purchase Agreement).
(fff)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set
forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date, (iii) Indebtedness secured by
Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens and (iv) the Contingent Acquisition
Consideration.
(ggg)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with IFRS, (ii) any statutory Lien arising in the ordinary
course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)
Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment
or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment
at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the
proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $250,000, (v) Liens incurred
in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above,
provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal
amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens arising from
judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(xii) and (viii) Liens created
under the Security Documents.
(hhh)
“Permitted Spin Off” shall have the meaning set forth in Section 15(c).
(iii)
(hhh) “Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any
other entity or a government or any department or agency thereof.
(jjj)
(iii) “Price Failure”
means, with respect to a particular date of determination, the VWAP of the Ordinary Shares on any Trading Day during the twenty (20)
Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed $2.00 (as adjusted for
share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the Subscription Date).
All such determinations to be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or
other similar transactions during any such measuring period.
(kkk) (jjj)
“Principal Market” means the NYSE American.
(lll)
(kkk) “Redemption Notices”
means, collectively, the Event of Default Redemption Notices, the Installment Notices with respect to any Installment Redemption, the
Change of Control Redemption Notices, the Subsequent Placement Optional Redemption Notices, and the Optional Redemption Notices and each
of the foregoing, individually, a “Redemption Notice.”
(mmm)
(lll) “Redemption Premium”
means 115%.
(nnn) (mmm) “Redemption
Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, the Installment
Redemption Prices, the Subsequent Placement Optional Redemption Prices and the Optional Redemption Prices, and each of the
foregoing, individually, a “Redemption Price.”
(ooo) (nnn)
“Registration Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and
among the Company and the initial holders of the Notes relating to, among other things, the registration of the resale of the
Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes, as may be amended from time
to time.
(ppp) (ooo)
“Registration Statement” shall have the meaning as set forth in the Registration Rights Agreement.
(qqq) (ppp)
“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription
Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be
amended from time to time.
(rrr) (qqq)
“Security Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.
(sss) (rrr)
“Singapore Stockholder Approval”, “Singapore Stockholder Approvals”, “Subsequent
Singapore Stockholder Approval” and “Initial Singapore Stockholder Approval” shall have each have the
meaning as set forth in the Securities Purchase Agreement.
(ttt) (sss)
“Subscription Date” means August 24, 2022.
(uuu) (ttt)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New
Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”
(vvv)
(uuu) “Subject Entity”
means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(www)
(vvv) “Successor Entity”
means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction
or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.
(xxx)
(www) “Total Indebtedness”
means , as of any date of determination, the sum of, without duplication, (a) the aggregate Indebtedness of the Company and its Subsidiaries
calculated on a consolidated basis as of such date in accordance with IFRS (including, for the avoidance of doubt, this Note and the
Other Notes), (b) the aggregate amount of the Company’s and its Subsidiaries’ accounts payable and other obligations required
to be paid or settled in cash, in each case, which are due prior to the Maturity Date, and (c) Indebtedness, payables and obligations
of the type referred to in clauses (a) or (b) hereof of another Person guaranteed by the Company or any of its Subsidiaries
(yyy)
(xxx) “Trading Day”
means, as applicable, (x) with respect to all price or trading volume determinations relating to the Ordinary Shares, any day on which
the Ordinary Shares is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary
Shares, then on the principal securities exchange or securities market on which the Ordinary Shares is then traded, provided that “Trading
Day” shall not include any day on which the Ordinary Shares is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Ordinary Shares is suspended from trading during the final hour of trading on such exchange or market (or if
such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending
at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect
to all determinations other than price determinations relating to the Ordinary Shares, any day on which The New York Stock Exchange (or
any successor thereto) is open for trading of securities.
(zzz)
(yyy) “Volume Failure”
means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the
Ordinary Shares on the Principal Market on at least sixteen (16) Trading Days out of the twenty (20) Trading Days immediately preceding
the date of determination (such period, the “Volume Failure Measuring Period”), is less than $500,000 (as adjusted
for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the Subscription
Date).
(aaaa)
(zzz) “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market
(or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security
on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be appropriately adjusted for
any share dividend, share split, stock share, recapitalization or other similar transaction during such period.
34.
DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance
with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute
material, non-public information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York
city time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information
on a Report of a Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains material,
non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in
writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written
indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be
entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Company
or any of its Subsidiaries. Nothing contained in this Section 4 shall limit any obligations of the Company, or any rights of the Holder,
under Section 4.7 of the Securities Purchase Agreement.
35.
ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent
of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company
or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement
signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such
an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by
the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any
such information to any third party.
36.
CERTAIN TAX MATTERS. All payments to be made by the Company under the this Note (whether in cash or on Ordinary Shares) shall
be made without any Tax Deduction (as defined below) unless a Tax Deduction is required by law. The Company shall promptly upon becoming
aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Holder accordingly.
If a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company under this Note shall
be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due under
this Note if no Tax Deduction had been required. If the Company is required to make a Tax Deduction, it shall make that Tax Deduction
and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. Within
thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall deliver
to the Holder evidence reasonably satisfactory to the Holder that the Tax Deduction has been made and that any appropriate payment has
been paid to the relevant taxing authority. For greater certainty, (i) this Section 36 applies to all payments, whether in the form of
cash, Ordinary Shares or otherwise, made under this Note, and (ii) the Company is obligated to indemnify the Holder pursuant to this
Section 36 in the event that a Tax Deduction is required in respect of any payment to be made to the Holder under this Note and the company
and/or its subsidiaries fail to comply with this Section 26. For purposes of this Section 36, “Tax” means any tax,
levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same) and “Tax Deduction” means any deduction or withholding for
or on account of any Tax.
[signature
page follows]
IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.
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Genius
Group Limited |
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By: |
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Name: |
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Title: |
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EXHIBIT
I
GENIUS
GROUP LIMITED
CONVERSION
NOTICE
Reference
is made to the Senior Secured Convertible Note (the “Note”) issued to the undersigned by Genius Group Limited, a Singapore
public limited company (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 (the “Ordinary Shares”),
of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.
Date
of Conversion: _________________________________________
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Aggregate
Outstanding Principal Value of this Note to be converted: |
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Aggregate
accrued and unpaid Interest, Make-Whole Amount and accrued and unpaid Late Charges with respect to such portion of the Aggregate
Outstanding Principal Value of this Note and such Aggregate Interest and Aggregate Make-Whole Amount to be converted: |
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AGGREGATE
CONVERSION AMOUNT
TO
BE CONVERTED: |
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Please
confirm the following information: |
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Conversion
Price: |
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Number
of Ordinary Shares to be issued: |
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Installment
Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction: |
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☐
If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the
following Alternate Conversion Price:____________ |
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If
this Conversion Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use _________ as the
Installment Conversion Price (as applicable) related to the following Installment Date:____________ |
| Please issue the Ordinary Shares into which the Note is being converted to Holder, or for its benefit, as follows: |
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☐ |
Check here if requesting delivery as a certificate to the following name and to the following address: |
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Issue to: |
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Check here if requesting
delivery by Deposit/Withdrawal at Custodian as follows: |
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DTC Participant: |
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DTC Number: |
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Account Number: |
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| Date:
_____________ __, ______ |
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| Name
of Registered Holder |
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| Name:
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Exhibit
II
ACKNOWLEDGMENT
The
Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of Ordinary Shares [are][are not]
eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company
of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________
to issue the above indicated number of Ordinary Shares in accordance with the Transfer Agent Instructions dated _____________, 20__ from
the Company and acknowledged and agreed to by ________________________.
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GENIUS
GROUP LIMITED |
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