Convertible Promissory Note between the Company and A&B (HK) Company Limited, dated as of October 9, 2015

PROMISE TO PAY

DUE DATE

SENIORITY

INTEREST

PREPAYMENT

Mandatory Prepayment.

Voluntary Prepayment. Except as provided in Section 5(a) above, the principal amount or interest accrued on this Note may not be prepaid prior to the Maturity Date without the written consent of the Lender.

CONVERSION OF NOTE

EVENTS OF DEFAULT

Failure to Pay. The Borrower shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note on the date due and such payment shall not have been made within three (3) Business Days of the Borrower’s receipt of written notice to the Borrower of such failure to pay;

Breaches of Covenants. The Borrower shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note (other than those specified in Section 7(a) above) and such failure shall continue for five (5) Business Days after the Borrower’s receipt of written notice by the Lender of such failure;

Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Borrower to the Lender in writing in connection with this Note, or as an inducement to the Lender to enter into this Note, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished;

Other Payment Obligations. Defaults shall exist under any financing agreements of the Borrower with any third party or parties which consists of the failure to pay any indebtedness for borrowed money at maturity or which results in a right by such third party or parties, whether or not exercised, to accelerate the maturity of such indebtedness for borrowed money of the Borrower, in each case, in an aggregate amount in excess of US$2 million;

Voluntary Bankruptcy or Insolvency Proceedings. The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing;

Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Borrower, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Borrower, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement;

Judgments. A final non-appealable judgment, verdict or government order from any Governmental Authority (including without limitation, the Ministry of Finance) for the payment of money in excess of US$2 million shall be rendered against the Borrower and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of the property of the Group Companies, and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within 30 days after issue or levy; and

Breach of the Asset Purchase Agreement between the Lender and NeuroHabilitation Corporation (“NHC”). The Borrower with its affiliate NHC breach the Asset Purchase Agreement in material respect will constitute the Event of Default under this Section.

RIGHTS OF THE LENDER UPON DEFAULT.

At any time during the 6-month Draw Down Period when the volume weighted average closing price (“VWAP”) of the Shares of the Borrower for any period of 30 consecutive trading days is above USD$0.96 and below USD$2.00, the Borrower can elect to draw down part or all of the remaining USD$5.0 million by way of issuing new common shares (the “New Shares”) with the aggregate amount of up to USD$5.0 million at a price of USD$0.96 per New Share. Upon the issuance of the New Shares, the Borrower shall issue another warrant certificate to the Lender, according to which, the Borrower issue the common share purchase warrants at the quantity of half of the New Shares issued to the Lender (“New Warrant”). Each whole New Warrant entitles the holder to purchase one (1) additional Share from the Borrower for a period of three (3) years at a price of USD$1.44 per Share.

At any time during the 6-month Draw Down Period when the VWAP of the Shares of the Borrower for any period of 15 consecutive trading days is above USD$2.00, the Borrower can elect to draw down part or all of the remaining USD$5.0 million by way of issuing the New Shares with the aggregate amount of up to USD$5.0 million at a price of USD$1.5 per New Share. Upon the issuance of the New Shares, the Borrower shall issue another warrant certificate to the Lender, according to which, the Borrower issue the common share purchase warrants at the quantity of half of the New Shares issued to the Lender (“New Warrant”). Each whole New Warrant entitles the holder to purchase one (1) additional Share from the Borrower for a period of three (3) years at a price of USD$2.25 per Share.

At any time during the 6-month Draw Down Period when the VWAP of the Shares of the Borrower for any period of 30 consecutive trading days is below USD$0.96, the Borrower can elect to draw down part or all of the remaining USD$5.0 million by way of issuing new common shares (the “New Shares”) with the aggregate amount of up to USD$5.0 million at a price equals to the VWAP for such period of 30 consecutive trading days. Upon the issuance of the New Shares, the Borrower shall issue another warrant certificate to the Lender, according to which, the Borrower issue the common share purchase warrants at the quantity of half of the New Shares issued to the Lender (“New Warrant”). Each whole New Warrant entitles the holder to purchase one (1) additional Share from the Borrower for a period of three (3) years at a price of the Price of New Share multiplied by a 50% premium.

In the event that scenarios in Section (a) and/or Section (b) and/or Section (c) can be applied simultaneously, for example, the VWAP of the Shares of the Borrower for any period of 15 consecutive trading days is above USD$2.00, but for any period of 30 consecutive trading days including such 15 consecutive trading days is above USD$0.96 and below USD$2.00, or is below USD$0.96, the scenario with a lower Conversion Price shall be applied.

No matter according to which Scenario the Borrower draws down part or whole of the remaining USD$5.0 million and issues the New Shares and New Warrants to the Lender, the Borrower undertakes to provide a board seat to the Lender.

The calculation of the VWAP shall be based on the aggregate trading volume of the Shares trading in the US market and Canadian market, with the trading price to be converted into USD$.

The Borrower hereby acknowledge and warrant that, to its knowledge, the pricing schemes as described in the three pricing scenarios above are compliant to the Canadian Securities Exchange Policies and Procedures and all other applicable rules and regulations in Canada and the United States. In the event that the Canadian Securities Exchange Policies and Procedures have any restriction on the trading price of shares, the Borrower shall undertake every effort to provide share price protection mechanism and any other measures to ensure the benefits and interests of the Lender under the above scenarios.

The Borrower is not obliged to draw from the credit facility within this period, and A&B cannot force the Borrower to draw from the remaining USD$5.0 million facility.

Notwithstanding the foregoing, the Lender can withdraw such USD$5.0 million facility during the Draw Down Period through written notice to the Borrower under the following circumstances: (i) any Event of Default under this document occurs; (ii) the development including the clinical trials and the registration of the PoNS Device encounters material obstacle according to the opinion of general pharmaceutical investor familiar with relevant field.

Within the Draw Down Period, in the event the Borrower intends to draw down from the remaining USD$5.0 million facility, the Borrower shall give a written notice of its intention as well as its intended date (“Draw Down Date”) and concrete amount for drawing down (“Draw Down Notice”) at least five (5) trading days prior to the Draw Down Date. After receiving the Draw Down Notice, the Lender shall respond to the Borrower within three (3) trading days, after receiving the response the Borrower shall prepare relevant documents as well as complete relevant procedures necessary for the above issuance of New Shares and New Warrants.

LEGEND

REPRESENTATIONS AND WARRANTIES OF THE BORROWER

Due Incorporation, Qualification, etc. The Borrower is a company duly organized and validly existing in good standing under the laws of its place of incorporation and has full requisite corporate power and authority to own, lease and operate its properties and assets it now owns, leases and operates, and to carry on its business as presently conducted.

Authority. The execution, delivery and performance by the Borrower of the Note, and the consummation of the transactions contemplated hereby (i) are within the power of the Borrower and (ii) have been duly authorized by all necessary actions on the part of the Borrower.

Enforceability. Each document executed by the Borrower has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

Non-Contravention. The execution, delivery and performance of and compliance with the Note by the Borrower do not and will not result in any violation of or conflict with the Corporate Constitution, or result in a material breach of, or constitute a material default under any material agreement to which the Borrower is a party or under which the Borrower’s properties or assets may be bound.

Approvals. No consent, approval, qualification, order or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of the Borrower is required in connection with the valid execution and delivery of this Agreement, or the consummation of the transactions contemplated hereunder.

Litigation and Compliance. Other than as disclosed appropriately to the Lender, there is no action, suit or proceeding by any Person pending or threatened, against the Borrower or, to the best knowledge of the Borrower, against any of their directors or officers in connection with the Borrower, before any Governmental Authority, except those, if determined adversely to the Borrower or any of their directors and executive officers, would not result in, individually or in the aggregate, a Material Adverse Effect. The Borrower is in compliance with all applicable laws in all material respects.

Absence of Changes. Since the date hereof, the Borrower with its affiliates has conducted its business in all material respects only in the ordinary course consistent with past practice and there has not been any event, occurrence, change, violation, inaccuracy, circumstance or effect (regardless of whether or not such events, occurrences, changes, violations, inaccuracies, circumstances or effects are inconsistent with the representations or warranties made by the Borrower in this Agreement) that is, or could reasonably be expected to be materially adverse to the business, operations, condition (financial or otherwise), assets (tangible or intangible), liabilities, properties, or results of operations of the Borrower and its affiliates taken as a whole (“Material Adverse Effect”).

Existing Indebtedness. The Borrower has no more than US$1.5 million of outstanding indebtedness, obligations and other liabilities, whether absolute, accrued, contingent, fixed or otherwise.

The Borrower covenants and agrees that: (a) it will at all times have authorized and reserved, free from pre-emptive rights, the Shares to provide for the exercise in full of the Lender’s Conversion Right; and,(b) the Shares that may be issued upon the exercise of the Conversion Right will, upon issuance, be validly issued, fully paid and non- assessable, and free from all transfer taxes, liens and charges with respect to the issue thereof.

REPRESENTATIONS AND WARRANTIES OF THE LENDER

the Lender has good and sufficient right and authority to enter into this Note on the terms and conditions set forth herein;

the Lender is not classified as an “insider” or an “associate” of an insider, as such terms are defined by the Securities Act (British Columbia);

the Lender is not registered under Canadian provincial or territorial securities legislation and is not engaged in the business of trading in securities or exchange contracts as a principal or agent, and does not hold himself out as engaging in the business of trading in securities or exchange contracts as a principal or agent.

NEGATIVE COVENANTS

Indebtedness. Be indebted, for borrowed money or otherwise, or become liable for the obligation of any other party, except for the indebtedness of its affiliates under this Agreement or incurred during the ordinary course of business.

Liens. Create, incur, assume or permit to exist any Lien on any Borrower’s material assets or property,

Share Dividends, Splits. If the Borrower or any of its affiliates, at any time (A) shall pay a dividend or otherwise make a distribution or distributions on any securities (including instruments or securities convertible into or exchangeable for such shares) in shares of Common Stock, (B) subdivide outstanding common shares into a larger number of shares, (C) take any other activities such as consolidation of the Borrower or reclassification of its shares, which impact, or is likely to impact the interests of the Lender hereunder ,then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted so that the Lender shall be entitled to receive the number of common shares or other securities of the Lender which such Lender would have owned or have been entitled to receive after the occurrence of any of the events described above. Besides, if any such case occurs before the issuance of New Shares and New Warrants set forth in Section 9, the Lender can withdraw such USD$5.0 million facility during the Draw Down Period through written notice to the Borrower.

Loans/Investments. Make any loans or investments in excess of US$5 million, except accounts receivables, temporary advances to cover incidental expenses or otherwise in the ordinary course of business.

Equity Financing. In the event that the Borrower intends to make any equity financing prior to the potential USD$5.0 million facility as set forth in Section 9, the Borrower shall notify the Lender and both Parties shall negotiate in good faith.

AFFIRMATIVE COVENANTS.

Notice of Litigation. So long as the Note remains outstanding, the Borrower shall provide to the Lender promptly after the commencement thereof, notice of all actions, suits, and proceedings before any Governmental Authority against any of its affiliates that has an amount in controversy that exceeds US$400,000.

Registration of Shares. The Borrower undertakes to register the common shares it issued hereunder upon the request of the Lender as soon as possible within a timeline subject to the applicable laws and regulations.

Notice of Events of Defaults. So long as the Note remains outstanding, the Borrower shall provide to the Lender, as soon as possible and in any event within seven (7) Business Days after the occurrence thereof, with written notice of each event which either (i) is an Event of Default (as defined in the Note), or (ii) with the giving of notice or lapse of time or both would constitute an Event of Default, in each case setting forth the details of such event and the action which is proposed to be taken by any of its affiliates with respect thereto.

Use of proceeds. The Borrower agrees and undertakes that proceeds from the issuance of the Note shall be used for working capital purposes.

REPLACEMENT OF THE NOTE.

GOVERNING LAW

CHARGES, TAXES AND EXPENSES

AMENDMENT

WAIVERS

SEVERABILITY

ASSIGNMENT

BINDING EFFECT

LEGAL INDEPENDENCE FROM THE ASSET PURCHASE AGREEMENT