CONVERTIBLEPROMISSORYNOTE

1、CONVERTIBLE PROMISSORY NOTEFOR VALUE RECEIVED, , an exempted compa ny orga ni zed andexisting under the laws of the Cayman Islands (“ Payor ” ), hereby promises to pay tothe order of, a orga ni zed and exist ing un derthe laws of the, or its assigns (“ Holder ” ), the principal sumof United States d

2、ollars (US$).1. PAYMENT; SECURITY; MATURITY; DEFAULT INTEREST(a) This note (“ Note ” ) is issued pursuant to the terms of that certain ConvertibleNote PurchaseAgreement (the“ Purchase Agreement ” ) dated byand among Payor, Holder and the other parties thereto. Capitalized terms used hereinand not ot

3、herwise defi ned here in shall have the respective meanings give n to them in the Purchase Agreeme nt.(b) The in debted ness created pursua nt to Note shall be senior in all respects(in clud ing right of payme nt), as to prin cipal and any and all other liabilities andobligations, to all other indeb

4、tedness of Payor, now existing or hereafter.(c) At any time on or after the earlier of (i) ()cale ndar days after the executi on of this Note, which is, and (ii) the dateof consummation of the Series A Financing or any other Equity Financing, whichever the earlier (the“ Maturity Date ” ), if any por

5、tion of the outstanding principal amount of this Note or any accrued and un paid in terest there on has not bee n conv erted in full in accorda nee with the terms of Secti on 2 below, Holder may dema nd payme nt of all or a porti on of the outsta nding prin cipal amount of this Note, together with i

6、n terest (ifany) accrued on the outsta nding prin cipal amount pursua nt to the terms and con diti ons of this Note (such amount in total, the“ Payme nt Dema nd Amount ” ) by prese nti ng a no eve nt later tha n three (3) bus in ess days upon receipt of such Payme nt Dema nd, Payor shall repay the P

7、ayme nt Dema nd Amount by wire tran sfer of immediately available funds in United States dollars to bank accounts designated by Holder.writte n dema nd no tice to Payor (aPayme nt DAmsand'as possible but in(d) Notwithsta nding any terms otherwise provided in this Note, the Holder of thisNote sha

8、ll be entitled to interest (the“Interest ” ) at a simpleirtferest rate ofper annum (the “Interest Rate ” ), on the principal amount of this Note, due and payable by the Payor together with the repayme nt or redempti on of the prin cipal amount pursua nt to the terms of this Note, provided, however,

9、that in the eve nt of conv ersi on of this Note pursuant to Section 2(b) below, the Interest Rate with respect to the prin cipal amount elected to be con verted by the Holder shall be zero.(e) Upon the occurre nee and duri ng the con ti nuance of (i) any Eve nt of Default(in clud ing the failure to

10、con vert the Note pursua nt to Secti on 2 below for any reas onattributable to the Payor an d/or Foun ders), or (ii) failure to con summate the Series A Financing with in () cale ndar days after theexecution of this Note for any reason attributable to the Payor and/or Founders, the In terest Rate sh

11、all be adjust to perce nt (%)compo und per annum, which in terest shall start to accrue retroactively from the date hereof un til all un paid prin cipal amount of this Note and in terests there on are repaid or con vert in full pursua nt to this Note.(f) If, prior to the Maturity Date, (i) Payor or

12、any of its Subsidiaries enters into an agreement pertaining to a sale of Payor' s or such Subsidiary ' s share capital, Payordirect or in direct in terest in any such Subsidiary, or any con tractual right of Payor or such Subsidiary to direct or cause the directi on of the man ageme nt and p

13、olicies of any en tity, whether in one tran sacti on or a series of related tran sacti ons, or (ii) a Deemed Liquidati on Eve nt occurs, the n Holder may elect to immediately dema nd payme nt of the outsta nding prin cipal bala nee of this Note, together with any in terest accrued and un paid there

14、on, and the Maturity Date shall have adva need to the earliest occurre nee of such eve nt.2. CONVERSION(a) At any time on or after the date of this Note (regardless of whether the Note hasmatured in accorda nee with Sectio n 1(d) above, and regardless of whether an Eve nt of Default has occurred and

15、 outstanding), Holder may deliver a written notice to Payor demanding conversion (the“ Conversion Notice” ), on the date set forth in theConversion Notice (the“ Conversion Date ” ), of all or a portion of the outstandingprincipal amount of this Note (and if so elected by Holder, together with any ac

16、cruedand un paid in terest there on), i nto such equity securities of Payor at such per share conversion price (the“ Conversion Price” ) as set forth below.(b) All or a porti on of the outsta nding prin cipal amount of this Note, at the sole opti on of Holder, shall be con verted, on the clos ing da

17、te of the Series A Financing, into the equity securities issued in the Series A Financing by the Payor at aConv ersi on Price equal to (i)% of the per share purchase price of the Series AFinancing (the “ Per Share Price ” ) if the closing of Series A Financing is con summated with in days of the dat

18、e hereof, or (ii)% ofthe Per Share Price if the closi ng of the Series A Financing is con summated with in () days of the date hereof.(c) If Payor issues any equity securities betwee n the date of this Note and the Conversion Date (other than in the Series A Financing) (such issuance of equity secur

19、ities, an “ Equity Financing ” ), all or a portion of the outstanding principal amount of this Note, at the sole opti on of Holder, shall be con verted, on the clos ing date ofsuch Equity Financing, into the equity securities issued in the Equity Financing at aConv ersi on Price equal to the lower o

20、f (i) the per share purchase price of such Equity Financing or (ii) % of the Per Share Price. If more tha n one series of equitysecurities are issued in the Equity Financing, then all or a portion of the outstanding prin cipal amount of this Note together with any accrued and un paid in terest (if s

21、o elected by Holder) there on, at the sole opti on of Holder, shall be conv erted into the most senior equity securities issued in such Equity Financing. For the avoidance of doubt, the equity securities issued upon conv ersi on of the Note shall in any eve nt rank superior to or at least pari passu

22、 with the most senior equity securities issued in such Equity Financing.(d) Notwithsta ndi ng anything to the con trary in this Note, (i) if the Series AFinancing has not occurred withi n () cale ndardays after the executi on of this Note, or (ii) upon the occurre nce of any Eve nt of Default, the H

23、older is entitled to, at its sole option and at any time, convert all or a porti on of the outsta nding prin cipal amount of this Note together with any accrued and un paid in terest (if so elected by Holder) there on into (a) series A preferred shares of the Payor at a Conv ersi on Price equal to%

24、of the Per Share Price, or (b) ifthere is an Equity Financing other tha n the Series A Financing after the date hereof, into equity securities of the Payor that rank superior to or at least pari passu with the most senior equity securities issued in the Equity Financing at a Conversion Price equal t

25、o the lower of (i) the per share purchase price of such Equity Financing or(ii) % of the Per Share Price.(e) Upon receipt of any Con versi on Notice, Payor shall issue to Holder such nu mber of equity securities with rights as determined in accordance with Section 2(b), Section 2(c) or Secti on 2(d)

26、, as applicable. No fractional shares of Payor'pstahwre be issued upon conv ersi on ofthis Note. In lieu of any fractional share to which Holder would otherwise be entitled, Payor will pay to Holder in cash the amount of the unconv erted prin cipal bala nce of this Note that would otherwise be c

27、on verted into such fractio nal share. On the Conv ersi on Date, Holder shall surre nder this Note, duly en dorsed, at the prin cipal offices of Payor, and this Note will be deemed con verted on the date of such surre nder of this Note. At its expense, Payor will, as soon as practicable thereafter,

28、issue and deliver to Holder a certificate or certificates for the nu mber of shares to which Holder is entitled upon such conversion, together with any other securities and property to which Holder is en titled upon such conv ersi on un der the terms of this Note, and update, or cause to be updated,

29、 its register of members to reflect the issuance of the equity securities issued upon such conv ersi on .Payor shall also issue an additi onal note for the bala nce of the Note not conv erted on the Conv ersi on Date.3. DEFAULT; REMEDIES(a) The occurrence of any Event of Default described in Section

30、 5(a) of the Purchase Agreement shall be an Event of Default hereunder.(b) Upon the occurrence and during the continuance of any Event of Default, all unpaid principal on this Note and all other amounts owing hereunder shall, at the option of Holder, and, upon the occurrence of any Event of Default

31、pursuant to Sections 5(a)(vi), 5(a)(vii), 5(a)(xi) or 5(a)(xv) of the Purchase Agreement, automatically, be immediately due, payable and collectible by Holder pursuant to applicable law. The Maturity Date shall be deemed to have advanced to the date of occurrence of such Event of Default. Holder sha

32、ll have all rights and may exercise all remedies available to it under the Note Documents, law, successively or concurrently.(c) Upon the occurrence and during the continuance of any Event of Default, Payor shall pay, on demand, all reasonable attorneys' fees and court costs incurred byHolder in

33、 enforcing and collecting this Note.(d) Any acceleration of the payment obligations of Payor under this Section may be waived with the written consent of Holder.4. PREPAYMENT.Payor may not prepay all or any portion of this Note prior to the Maturity Date without the prior written consent of Holder.5

34、. WAIVER; PAYMENT OF FEES AND EXPENSES.Payor waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including without limitation, reasonable attorneys' fees, costs and otherexpenses. The righ

35、t to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent permitted by Law.No delay by Holder shall constitute a waiver, election or acquiescence by it.6. CUMULATIVE REMEDIES.Holder ' s rights and remedies under this Note and the oth

36、er Note Documents shall be cumulative. Holder shall have all other rights and remedies not inconsistent herewith as provided under by law or in equity.7. MISCELLANEOUS(a) Governing Law. The terms of this Note shall be construed in accordance with the laws of Hong Kong, without giving effect to princ

37、iples of conflict of law thereunder.(b) Dispute Resolution. Any dispute, controversy or claim arising out of, in connection with or relating to this Note, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled in accordance with Section 6(g) of the Purchase Agreement.(c) Successors and Assigns; Assignment.The terms and conditions of this Note shall inure to the benefit of and be bindi