Exhibit 99.2
CONVERTIBLE NOTE PURCHASE AGREEMENT
This Convertible Note Purchase Agreement
("Agreement") is made and entered into as of July 25, 2020 (“Effective Date”) by and between Integrated Media
Technology Limited, an Australia corporation ("Company"), and CIMB Limited, a Hong Kong corporation ("Purchaser").
WHEREAS, the
Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, a convertible promissory note
in the principal amount of US$725,000 (“Purchase Price”) in the form attached hereto as Exhibit A ("Note")
with a conversion at any time during the Term by Purchaser or the Company into ordinary shares, no par value of the Company (“Ordinary
Shares” and such shares of Ordinary Shares issuable upon conversion of the Note, the “Shares”) at a fixed price
of US$3.00 per share (“Conversion Price”), and a 24 month maturity (“Term”).
NOW, THEREFORE,
in consideration of the foregoing recitals and the representations, warranties, covenants and agreements set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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1.
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PURCHASE AND SALE OF NOTES. Simultaneously with the execution and delivery of this Agreement, the
Purchaser shall deliver the Purchase Price to the Company against delivery of the Note to the Purchaser by the Company.
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2.
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CLOSING DATE. The closing of the purchase and sale of the Note shall take place at the offices
of the Company, or by electronic means, on the date of this Agreement.
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3.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the
Purchaser, as of the date hereof:
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(a)
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Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly
existing and in good standing under the laws of South Australia and has all corporate power and authority required to (i) carry
on its business as currently conducted and as proposed to be conducted by the Company in its 2019 annual report on Form 20-F (filed
with the US Securities and Exchange Commission as of June 16, 2020 and available at www.sec.gov) and (ii) enter into this Agreement,
the Note and consummate the transactions contemplated hereby and thereby. Each of the Company and its subsidiaries is qualified
to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect
on the Company. As used in this Agreement, "Material Adverse Effect" means a material adverse effect on, or a material
adverse change in, or a series of events which, in the aggregate, has a material adverse effect on or change in, the business,
financial condition, results of operations, assets or liabilities of the applicable party and its subsidiaries, taken as a whole.
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(b)
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Capitalization. All the authorized issued capital stock of the Company have been duly authorized
for issuance, and all of such shares which are issued and outstanding have been validly issued and are fully paid, non-assessable
and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the Purchaser thereof.
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(c)
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Due Authorization. All corporate action on the part of the Company necessary for the authorization,
execution and delivery of, and the performance of all obligations of the Company under, this Agreement, the Note has been taken,
and this Agreement, the Note constitute valid and legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, except (i) as may be limited by (A) applicable bankruptcy, insolvency, reorganization or others laws
of general application relating to or affecting the enforcement of creditors' rights generally and (B) the effects of rules of
law governing the availability of equitable remedies and (ii) as rights to indemnity or contribution may be limited under federal
or state securities laws or by principles of public policy thereunder.
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(d)
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Valid Issuance of Stock.
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The Shares have been duly and
validly reserved for issuance and, upon issuance, sale and delivery in accordance with the terms of the Note, as the case may be,
will be duly and validly issued, fully paid, non-assessable and free of preemptive rights binding on the Company.
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(e)
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Non-Contravention. The execution, delivery and performance by the Company of this Agreement, the
Note, and the consummation by the Company of the transactions contemplated hereby and thereby, do not: (i) contravene or conflict
with the Company's charter documents, which consist of a constitution (the "Constitution"); (ii) constitute a violation
of any provision of any local or foreign law or rule, regulation or requirement binding upon or applicable to the Company or any
of its subsidiaries; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation
or acceleration of, or to a loss of any benefit to which the Company or any of its subsidiaries is entitled under, or result in
the creation or imposition of any lien, claim or encumbrance on any assets of the Company or any such subsidiary under, any contract
to which the Company or such subsidiary is a party or any permit, license or similar right relating to the Company or such subsidiary
or by which the Company or such subsidiary may be bound or affected, except any such default, consent, right of termination, cancellation
or acceleration, loss or lien, claim or encumbrance which, individually or in the aggregate, would not have a Material Adverse
Effect on the Company.
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(f)
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Litigation. Except as disclosed in the Company’s 2019 annual report on Form 20-F, there is
no action, suit, proceeding, claim, arbitration or investigation (each, an "Action") pending or, to the Company's best
knowledge, threatened: (i) against the Company or any of its subsidiaries, or any officer, director or employee of the Company
or any of its subsidiaries in connection with such officer's, director's or employee's relationship with, or actions taken on behalf
of, the Company or such subsidiary; or (ii) against the Company or any of its subsidiaries, or any officer, director or employee
of the Company or any of its subsidiaries that seeks to prevent, enjoin, alter or delay any of the transactions contemplated by
this Agreement.
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(g)
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Brokers and Finders. The Company has not incurred any brokerage or finders' fees or agents' commissions
or other similar payment in connection with this Agreement.
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4.
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to
the Company, as of the date hereof, that:
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(a)
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Purchase for Own Account. The Shares will be acquired for investment for the Purchaser's own account,
not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the U.S. Securities
Act of 1933 (“Securities Act”), and the Purchaser has no present intention of selling, granting any participation in
or otherwise distributing the same. The Purchaser has not been formed for the specific purpose of acquiring the Shares.
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(b)
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Investment Experience. The Purchaser understands that the acquisition of the Shares involves substantial
risk. The Purchaser has experience as an Purchaser in securities of companies and acknowledges that it is able to fend for itself,
can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of its investment and protecting its own interests in connection with this investment.
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(c)
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Accredited Purchaser Status. The Purchaser is, and on each date of conversion of the Note, it will
be an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act.
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(d)
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Restricted Securities. The Purchaser understands that the Note and the Shares are "restricted
securities" within the meaning of Rule 144 under the Securities Act and, as a result, such securities may not be resold, pledged
or transferred without registration under the Securities Act or in a transaction exempt from the registration requirements under
the Securities Act and any applicable U.S. state securities laws. The Purchaser is familiar with Rule 144 under the Securities
Act and understands the resale limitations imposed thereby and by the Securities Act.
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5. ANTI-DILUTION
PROVISIONS.
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(a)
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Reorganization, Reclassification or Recapitalization of the Company. In case of (i) a capital reorganization,
reclassification or recapitalization of Ordinary Shares (other than in the cases referred to in Section 5(c) hereof), (ii) the
Company's consolidation or merger with or into another corporation in which the Company is not the surviving entity, or a merger
in which the Company is the surviving entity but Ordinary Shares outstanding immediately prior to the merger are converted, by
virtue of the merger, into other property, whether in the form of securities, cash or otherwise, or (iii) the sale or transfer
of all or substantially all of the Company's assets, then, as part of such reorganization, reclassification, recapitalization,
merger, consolidation, sale or transfer, lawful provision shall be made so that there shall thereafter be deliverable upon the
conversion of the Note (in lieu of or in addition to the number of Ordinary Shares theretofore deliverable, as appropriate) and
without payment of any additional consideration, the number of shares of stock or other securities of property to which the holder
of the number of Ordinary Shares which would otherwise have been deliverable upon the conversion of the Note or any portion thereof
at the time of such reorganization, reclassification, recapitalization, consolidation, merger, sale or transfer would have been
entitled to receive in such reorganization, reclassification, recapitalization, consolidation, merger, sale or transfer. This Section
5(a) shall apply to successive reorganizations, reclassifications, recapitalizations, consolidations, mergers, sales and transfers
and to the stock or securities of any other corporation that are at the time receivable upon the conversion of the Note or any
portion thereof. If the per share consideration payable to the Purchaser for Shares in connection with any transaction described
in this Section 5(a) is in a form other than cash or marketable securities, then the value of such consideration shall be determined
in good faith by the Company’s Board of Directors.
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(b)
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Splits and Combinations. If the Company at any time or from time to time after the date of the
Agreement subdivides any of its outstanding Ordinary Shares into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision shall be proportionately reduced, and, conversely, if the outstanding Ordinary Shares are combined into
a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.
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(c)
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Reclassifications. If the Company reclassifies or otherwise changes any of the Shares into the
same or a different number of securities of any other class or classes, the Shares shall thereafter be convertible into such number
and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to
such reclassification or other change and the Conversion Price therefore shall be appropriately adjusted.
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(d)
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Liquidation; Dissolution. If the Company shall dissolve, liquidate or wind up its affairs, the
Purchaser shall have the right, but not the obligation, to convert the Note effective as of the date of such dissolution, liquidation
or winding up.
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(e)
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Adjustment Certificates. Upon any adjustment of the Conversion Price or the number of Shares issuable
upon conversion, a certificate, signed by (i) the Company's Chief Financial Officer or (ii) any independent firm of certified public
accountants of recognized national standing the Company selects at its own expense, setting forth in reasonable detail the events
requiring the adjustment and the method by which such adjustment was calculated, shall be mailed to the Purchaser at the address
set forth in Section 6 hereof and shall specify the adjusted Conversion Price and the number of Shares issuable after giving effect
to the adjustment.
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(f)
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No Impairment. The Company shall not, by amendment of its Constitution or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, 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 to be observed or performed hereunder by the Company,
but shall at all times in good faith assist in the carrying out of all provisions of this Section 5 and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the Purchaser against impairment.
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(g)
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Future Securities Sales. For a period of 12 months after the Effective Date, if the Company sells
Ordinary Shares at a price per share below the Conversion Price, the Conversion Price will adjust accordingly downward to the higher
of the new lower sales price and US$1.50, subject to any regulatory or mandatory shareholder approval.
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(h)
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Application. Except as otherwise provided herein, all subsections of this Section 5 are intended
to operate independently of one another. If an event occurs that requires the application of more than one subsection, all applicable
subsections shall be given independent effect.
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6. MISCELLANEOUS.
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(a)
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Legends. Unless registered with the SEC, any certificates for the Shares will bear a legend in
substantially the following form:
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"The shares represented
hereby have not been registered under the Securities Act of 1933, as amended, and may not be transferred or otherwise disposed
of unless they have been registered under such Act or pursuant to an exemption from registration under such Act."
Furthermore, the Company shall
place on each Share certificate any legend required by applicable state securities laws. In addition, the Purchaser agrees that
the Company may place stop transfer orders with its transfer agent with respect to such certificates. The legend set forth above
shall be removed by the Company from any certificate evidencing the Shares upon delivery to the Company of an opinion by counsel,
reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect
to the legended security or that such security can be freely transferred in a public sale without such a registration statement
being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the
Company issued the Shares.
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(b)
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Governing Law. This Agreement shall be governed by and construed under the laws of the South Australia,
without reference to principles of conflict of laws or choice of laws.
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(c)
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Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
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(d)
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Amendments and Waivers. This Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent
of the Company and the Purchaser.
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(e)
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Severability. If any provision of this Agreement is held to be unenforceable under applicable law,
such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms.
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(f)
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Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes
the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject
matter hereof.
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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date and year first above written.
Integrated Media Technology Limited
/s/ Con Unerkov
Con Unerkov
Chief Executive Officer
/s/ Cecil Ho
Cecil Ho
Chief Financial Officer and Joint Company Secretary
CIMB Limited
/s/ Kwok Yuen Wei
KWOK Yuen Wei
Address: Suite 1814, 18/F Fo Tan Industrial Center, 26-28
Au Pui Wan Street, Fotan, NT, Hong Kong
EXHIBIT A
CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note
Issuer: Integrated Media Technology Limited (“Company”)
Principal Amount: US$725,000
Maturity Date: July 24, 2022
THIS CONVETIBLE PROMISSORY NOTE
AND ANY SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVETIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
This Note is being delivered pursuant
to that certain Convertible Note Purchase Agreement, dated as of July 25, 2020, between CIMB Limited, a Hong Kong corporation (the
“Purchaser”), and the Company (the "Agreement"). All capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to such terms in the Agreement.
FOR VALUE RECEIVED, the Company
hereby promises to pay to Purchaser US$725,000, or such lesser amount as may then be outstanding, on July 24, 2022 ("Maturity
Date"). This Note bears no interest. If any amount of this Note is not paid when due at maturity, the Company hereby promises
to pay, on demand, interest on such overdue amount from and including the due date to, but excluding, the date such amount is paid
in full at 12% per annum (and until the date such overdue amount is paid in full, "Interest" on such overdue amount shall
mean interest at such rate).
Subject to
the terms herein, either Party has the right at any time prior to the Maturity Date to convert the Note, in part or in full, or
such lesser amount as may then be outstanding into restricted Ordinary Shares of the Company. If the Purchaser converts the Note,
the Purchaser shall surrender this Note to the Company, together with an executed Notice of Conversion substantially in the form
attached hereto as Exhibit B. If the Company converts the Note, the Company shall send a Notice of Conversion substantially in
the form attached hereto as Exhibit B that the Note will be converted, and, if the entire amount of the Note is converted, then
the Note shall be deemed cancelled and effectively null and void immediately after the Shares underlying the Note has been issued
to the Purchaser.
Upon any
Notice of Conversion above, the Company shall deliver to the Purchaser within a reasonable time, without payment by the Purchaser
of any cash or other consideration, that number of Ordinary Shares computed using the following formula:
X = Y/B
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Where:
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X
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=
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the number of Ordinary Shares to be issued to the Purchaser
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Y
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=
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Initial principal amount of the Note or such lesser amount as may then be outstanding at the time of conversion, together with any accrued but unpaid Interest thereon - or such part of the Note being converted.
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B
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=
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US$3.00.
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Conversion
Limitation. The Parties shall not convert this Note and neither Party shall have the right to convert any portion of this Note
to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the
Purchaser (together with Purchaser’s Affiliates and any person action as a group together with the Purchaser or any of the
Purchaser’s Affiliates) would beneficially own in excess of 19.99% of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of Ordinary Shares upon conversion of this Note held by the Purchaser and the provision of
this limitation shall continue to apply.
2. Payment.
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(a)
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Payment of the Note on the Maturity Date shall be made by certified or bank cashier's check payable
to the Purchaser, or by bank wire transfer, in immediately available funds, to the account so specified, in lawful money of the
United States of America. If the Maturity Date occurs on a date that is not a Business Day, then the amount then due on the Note
due shall be paid on the next succeeding Business Day. "Business Day" shall mean any day other than Saturday, Sunday
or any day upon which banks are authorized or required to be closed in the United States.
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(b)
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Prepayment. This Note cannot be prepaid.
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(c)
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Interest. This Note bears no interest.
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(a)
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If any of the following events or conditions (each an "Event of Default") shall occur and be continuing:
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(i)
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The Company shall fail to pay all amounts due on the Note within 30 days subsequent to the Maturity
Date;
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(ii)
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an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court
of competent jurisdiction (A) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Company or for a substantial part of the properties or assets of the Company or (B) the winding-up, liquidation or dissolution
of the Company; and such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering
any of the foregoing shall be entered; or
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(iii)
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the Company (A) consents to, or fails to contest in a timely and appropriate manner, the commencement
against of any proceeding or the filing of any petition described in clause (ii) above, (B) applies for or consents to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for a substantial part of the
properties or assets of the Company, (C) files an answer admitting the material allegations of a petition filed against it in any
such proceeding, (D) makes a general assignment for the benefit of creditors, (E) becomes unable, admits in writing its inability
or fails generally to pay its debts as they become due or (F) takes any action for the purpose of effecting any of the foregoing;
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then, (x)
in the case of an Event of Default specified in clause (a)(i) above, the Purchaser may, at any time during the continuance of such
Event of Default, by written notice to the Company, declare the entire outstanding Note, together with all accrued and unpaid Interest,
to be due and payable and (y) in the case of an Event of Default specified in clauses (a)(ii) or (iii) above, the entire outstanding
Note, together with all accrued and unpaid Interest, shall automatically forthwith become due and payable without presentment,
protest or notice of any kind, all of which are hereby expressly waived by the Company.
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(b)
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Subject to the other terms of this Note, if an Event of Default occurs and is continuing, the Purchaser
may pursue any available remedy to collect the payment of the Note or Interest or to enforce the performance of any provision of
this Note. If an Event of Default occurs and is continuing, the Purchaser may proceed to protect and enforce its rights by any
action at law, suit in equity or other appropriate proceeding. In the case of a default in the payment of the Note or Interest,
the Company will pay to the Purchaser such further amount as shall be sufficient to cover the costs and expenses of collection,
including, without limitation, reasonable attorneys' fees, expenses and disbursements.
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(c)
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Default Interest. If an Event of Default occurs, the Interest will accrue at a rate of 12% per
annum subsequent to the date of the Event of Default.
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4.
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Piggy-Back Registration Rights. If the Company shall file a registration statement with the U.S.
Securities and Exchange Commission, except for any registration statement on Form S-8, the Company shall, to the extent reasonably
possible and with the consent of the Purchaser, include the Shares underlying the Note (“Registrable Shares”). The
Company shall use its reasonable efforts to cause all Registrable Shares attributable to the Purchaser to be included in the Company
Registration and any related offering, all to the extent requisite to permit the sale by the Purchaser of such Registrable Shares
in accordance with the method of sale applicable to the other Ordinary Shares included in the Company Registration.
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All notices,
instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction
or communication shall be sent to:
If to the Company to:
Integrated Media Technology
Limited
7/F Siu On Center
188 Lockhart Road
Wanchai, Hong Kong
Attention: Chief Executive Officer
Email:
If to the Purchaser
to:
CIMB Limited
Address: Suite 1814, 18/F Fo Tan Industrial Center, 26-28 Au Pui Wan Street, Fotan, NT, Hong Kong
Attention: KWOK Yuen Wei
Email:
This Note
shall be construed and enforced in accordance with the laws of the South Australia, without regard to its conflicts of laws rules.
The Company waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default and enforcement of this Note.
The Company
hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of
South Australia in any action or proceeding arising out of or relating to this Note, or for recognition or enforcement of any judgment,
and the Company hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such South Australia court (or, to the extent permitted by law, in such federal court). The Company agrees
that a final, unappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Note shall affect any right that the Purchaser
may otherwise have to bring any action or proceeding relating to this Note against the Company or its properties in the courts
of any jurisdiction.
If any provision
of this Note shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or
render unenforceable any other provision hereof.
This Note
may not be changed, amended or modified except by agreement in writing signed by the Company and the Purchaser.
IN WITNESS WHEREOF, the Company
has caused this Note to be signed on its behalf, in its corporate name, by its duly authorized officer as an instrument under seal,
as of July 25, 2020.
Integrated Media Technology Limited
By:
______________________________
Con Unerkov
Chief Executive Officer and Chairman
______________________________
Cecil Ho
Chief Financial Officer and Joint
Company Secretary
EXHIBIT B
NOTICE OF CONVERSION OF NOTE
To: Integrated Media Technology Limited (the “Company”)
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1.
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The undersigned hereby elects to receive __________ Ordinary Shares of Integrated Media Technology
Limited, pursuant to the terms of the attached Note.
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2.
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Conversion. The undersigned elects to convert the attached Note by means of the conversion provision
of Section 1 of the Note and tenders herewith payment in full for all applicable transfer taxes, if any.
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3.
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Please issue a certificate or certificates representing, or request the Company’s transfer
agent to register on the Company’s share registrar, said Ordinary Shares in the name of the undersigned or in such other
name as is specified below:
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_________________________________
(Name)
_________________________________
_________________________________
(Address)
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4.
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The undersigned represents that the aforesaid Ordinary Shares are being acquired for the account
of the undersigned for Note and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned
has no present intention of distributing or reselling such shares.
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All capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the Note.
_________________________________
Name of Purchaser
_________________________________
Signature of Authorized Signatory
_________________________________
Print Name and Title
_________________________________
Date
