CONVERTIBLE LOAN AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

          This Convertible Loan Agreement is entered into on _______________ by and

between:

GLOVAX BIOTECH CORP., a corporation organized and existing under the laws of the
Philippines with principal office address at Penthouse-B, Lansbergh Place, Tomas
Morato, Quezon City, represented herein by its President, GIOVANNI ALINGOG,
hereinafter referred to as the BORROWER;

-and-

_____________________, of legal age, single/married and a resident of

_______________________, hereinafter referred to as the LENDER.

WITNESSETH, That:

          WHEREAS, the BORROWER is a corporation engaged in the business of

distribution of vaccines and other pharmaceuticals;

         WHEREAS, the BORROWER requires funding for general working capital for the
distribution of GSK Rabies Vaccine (Rabipur);

          WHEREAS, the BORROWER wishes to borrow from the LENDER and the latter
is willing to extend to the former a convertible loan under the terms and conditions
hereinafter set forth below;

NOW THEREFORE, in consideration of the mutual covenants contained herein

and the benefits to be derived therefrom, the parties have agreed as follows:

         
1.       TOTAL AMOUNT OF LOAN

1.1. The total amount of the loan that the LENDER has agreed to extend to the
BORROWER is Twenty Million Pesos (P20,000,000.00). BORROWER
has agreed to pay to _____________________ a broker’s commission in
an amount equivalent to Five percent (5%) of the loan amount.
1.2. The LENDER is under no further obligation to extend any additional funds to
BORROWER.

2. PURPOSE OF THE LOAN

2.1. The proceeds of the loan shall be used exclusively by the BORROWER for
its general working capital.

3. MATURITY/TERM OF THE LOAN

3.1. The Loan shall be due and payable six (6) months from the date of receipt
of the funds without further need of notice, demand, presentment or any
other act or deed.

4. PROMISSORY NOTE/RELEASE OF LOAN

4.1. The release of the loan shall be evidenced by a Promissory Note, in the
form attached hereto as Annex “A”.
4.2. The LENDER shall provide a Manager’s Check payable to BORROWER in
the amount of Twenty Million Pesos (P20,000,000.00) on or before July
25, 2021 which shall be acknowledged by the BORROWER.
5. INTEREST

5.1. The loan shall bear interest rate of ten percent (10%) per month for the
duration of the term of six (6) months. Interest shall be paid monthly with
postdated checks commencing 30 days after receipt of the funds and every
month thereafter.

6. SECURITY

6.1. The loan shall be secured by a post-dated check dated on the sixth month
after receipt of the loan for the entire principal plus the stipulated interest
plus the Joint and Several Signature/Surety of the majority owner,
GIOVANNI ALINGOG.

7. CONVERSION

7.1. At the sole option of the LENDER, the latter may convert any or all of the
unpaid principal then outstanding into shares of common stocks of the
BORROWER at any time after an equity investor has invested in the
BORROWER until the due date of the loan. Provided, that the LENDER
gives the BORROWER a thirty (30)- day prior written notice.

8. REPAYMENT

8.1. Should the LENDER opt not to convert the unpaid principal plus interest into
common shares of the BORROWER, the latter will repay the principal
amount outstanding and any outstanding interest on due date of the loan.
8.2. The LENDER may elect to demand repayment with a sixty (60)-day prior
written notice.
8.3. Notwithstanding the foregoing, the BORROWER shall not be obligated to
repay any part of the principal amount outstanding before the third (3rd)
month of receipt of the loan.

9. PREPAYMENT

9.1. The BORROWER may repay any or all of the outstanding principal at any
time with no prepayment penalty.

10. DEFAULT/NON-PAYMENT 

10.1. In the event that the BORROWER is unable to repay the loan on Due Date,
the LENDER shall have the right to proceed against the surety, GIOVANNI
ALINGOG, in his personal capacity.
10.2. Alternatively, the BORROWER shall be obliged to assign its receivables to
the LENDER with prior consent of the BORROWER’s customers/clients.

11. REPRESENTATIONS AND WARRANTIES

11.1. Both Parties represent that they are fully authorized to enter into this
Agreement. The performance and obligations of either Party will not violate
or infringe upon the rights of any third party or violate any other agreement
between the Parties, individually, and any other person, organization, or
business or any law or governmental regulation.

12. SEVERABILITY

12.1. In the event any provision of this Agreement is deemed invalid or

unenforceable, in whole or in part, that part shall be severed from the
remainder of the Agreement and all other provisions shall continue in full
force and effect as valid and enforceable.
13. WAIVER

13.1. The failure by either party to exercise any right, power, or privilege under the
terms of this Agreement will not be construed as a waiver of any subsequent
or future exercise of that right, power, or privilege or the exercise of any
other right, power, or privilege.

14. LEGAL AND BINDING AGREEMENT

14.1. This Agreement is legal and binding between the Parties as stated above..
The Parties each represent that they have the authority to enter into this
Agreement.

15. ENTIRE AGREEMENT.

15.1. The Parties acknowledge and agree that this Agreement represents the
entire agreement between the Parties. In the event that the Parties desire to
change, add, or otherwise modify any terms, they shall do so in writing to be
signed by both parties.

16. ATTORNEY’S FEES AND COST OF SUIT

16.1. In the event of dispute or in case of non-payment by the BORROWER on

due date and the LENDER is forced to sue for collection, the BORROWER
shall be obliged to pay the LENDER an amount for collection charges
(attorney’s fees, costs of suit, etc.) equivalent to 25% of total amount due, in
addition to the principal and interest due.

17. FURTHER ASSURANCE

17.1. The parties herein shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.

18. GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with the laws
of the Philippines:

 IN WITNESS WHEREOF, we have hereunto set our hands this _____________ at
___________________,

GLOVAX BIOTECH CORP ___________________

BORROWER LENDER
By:
______________________
GIOVANNI ALINGOG

WITNESSES:

________________________ _______________________
 ACKNOWLEDGMENT

_____________________ )
CITY OF ) S.S

I certify that on this date before me, a notary public duly authorized in the city named
above to take acknowledgments, personally appeared:

Name Competent Proof of Place/Date of Issue

Identity

Who are personally known to me to be the same persons described in the foregoing
instrument, who acknowledged before me that their respective signatures on the
instrument were voluntarily affixed by them for the purposes stated therein, and who
declared to me that they have executed the instrument as their free and voluntary act
and deed.

Witness my hand and seal this _______ day of _______________, 20__.

Doc. No. _____

Page No. _____ NOTARY PUBLIC
Book No. _____
Series of _____.
ANNEX A to Convertible Loan Agreement

Promissory Note

Borrower:  Mr. Giovanni Alingog

Penthouse-B Lansbergh Place
Tomas Morato, Quezon City
(“Borrower”)

Lender: Mr. ___________________

(“Lender”)

I.
Promise to Pay

Borrower agrees to pay Lender the total amount of Twenty Million Pesos (P20,000,000.00) ,
together with interest payable on the unpaid principal at the rate of 10% (ten percent) per
annum.  

Payment will be delivered to Lender to above address or other address mutually agreed upon
both parties.

II.
Repayment / Interest

The amounts owed under this Promissory Note will be repaid upon Due Date.  All payments
shall be first applied to interest and the balance to principal.

III.
CONVERSION

At the sole option of Lender, all or part of the unpaid principal then outstanding may be
converted into shares of common stock of Glovax Biotech Corp., at any time after the
investment of an equity investor and at price equal to the per share acquisition of the new
investor. The company plans to IPO within 2 years.

IV.
Additional Costs

In case of default in the payment of any principal or interest of this Promissory Note, Borrower
will pay to Lender such further amount as will be sufficient to cover the cost and expenses of
collection, including, without limitation, reasonable attorney's fees, expenses, and
disbursements.  These costs will be added to the outstanding principal and will become
immediately due.  

VI.
Amendment; Modification; Waiver

No amendment, modification or waiver of any provision of this Promissory Note or consent to

departure therefrom shall be effective unless by written agreement signed by both Borrower
and Lender.

VII.
Breach of Promissory Note

No breach of any provision of this Promissory Note shall be deemed waived unless it is waived
in writing.  No course of dealing and no delay on the part of Lender in exercising any right will
operate as a waiver thereof or otherwise prejudice Lender's rights, powers, or remedies.  No
right, power, or remedy conferred by this Promissory Note upon Lender will be exclusive of any
other rights, power, or remedy referred to in this Note, or now or hereafter available at law, in
equity, by statute, or otherwise.  

VIII.
Governing Law

The validity, construction and performance of this Promissory Note will be governed by the laws
of the Philippines, excluding that body of law pertaining to conflicts of law.  Borrower hereby
waives presentment, notice of non-payment, notice of dishonor, protest, demand and diligence.

The parties hereby indicate by their signatures below that they have read and agree with the
terms and conditions of this agreement in its entirety.

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )

) S.S

BEFORE ME, a Notary Public in and for _______________, this _____ day of
________________, personally appeared:

NAME PASSPORT. NO. DATE/PLACE ISSUED

______________________
GIOVANNI D.C. ALINGOG P7361282A 28 May 2019 DFA MANILA
TIN: 200-539-910

________________________
MR. ___________________ _______________ ___________________
TIN: _______________
known to me and to me known to be the same persons who executed the foregoing
CONVERTIBLE LOAN AGREEMENT AND PROMISORY NOTE and they acknowledged to me
that the same is their free and voluntary act and deed and that of the principals they represent.

consisting of SIX (6) pages, including this page whereon the acknowledgment is written, and
was signed by the parties and their witnesses on each and every page hereof.

WITNESS  MY  HAND AND NOTARIAL SEAL on the date and place first above written.

NOTARY PUBLIC

Doc. No.:____
Page No.:____
Book No.:____
Series of:____