Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant
On
May 1, 2022, we received US$730,000 (the “Principal Amount”) from Dr. Liew Yow Ming, a resident of Singapore, in exchange
for issuing to Dr. Liew a convertible promissory note (the “Convertible Note”), dated May 1, 2022, whereby we promise
to pay to Dr. Liew, or his successors or assigns, the Principal Amount on or prior to the one year anniversary of the Convertible Note
(the “Maturity Date”), and to pay interest on the unpaid Principal Amount at the rate of twenty percent (20%) per
annum (the “Applicable Rate”) in accordance with the terms of the Convertible Note.
We
have agreed with Dr. Liew that the Principal Amount is equivalent to SGD$1,000,000 (Singapore Dollar: One Million Dollars) and that we
shall repay the Principal Amount of the Convertible Note in Singapore Dollars which is fixed at SGD$1,000,000.
Interest
shall be computed on the basis of a 365-day year and paid for the actual number of days elapsed. We shall pay the interest accrued at
the end of every month and on a monthly basis thereafter. If at the Maturity Date there is any accrued and unpaid interest under the
Convertible Note, then such shall be paid in full on the Maturity Date. Any accrued but unpaid interest shall, at the option of the holder,
be included from time to time, in the Conversion Amount (as defined below).
Any
amount of the Principal Amount or interest on the Convertible Note which is not paid when due shall bear interest from the date due until
such past due amount is paid at a rate of interest equal to the Applicable Rate plus four percent (4%) per annum (the “Default
Rate”). Any accrued but unpaid interest at the Default Rate shall, at the option of the holder, be included, from time to time,
in the Conversion Amount.
At
any time prior to the Maturity Date and/or the Conversion Date (as defined below), we may pre-pay the Convertible Note in full or in
part without penalty without the requirement for consent of the holder.
At
any time and from time to time up to the Maturity Date, the holder may convert all or any portion of the outstanding Principal Amount
and accrued but unpaid interest (such total amount, the “Conversion Amount”) into shares of our common stock at a
price of US$4.00 per share.
The
holder represents and agrees that (i) holder has not prior to the date hereof, entered into or effected any short sales, and (ii) so
long as the Convertible Note remains outstanding, holder will not enter into or effect any short sales. We acknowledge and agree that
upon submission of a Conversion Notice, holder immediately owns the shares of common stock described in the Conversion Notice and any
sale of those shares issuable under the Conversion Notice would not be considered short sales.