On July 26, 2023, Antelope Enterprise Holdings Limited entered into a note purchase agreement (the "Purchase Agreement") with Atlas Sciences, LLC (the "Investor"), pursuant to which the Company agreed to the Investor an unsecured promissory note in the original principal amount of $1,070,000.00 (the "Note"), for $1,000,000.00 in gross proceeds (the "Purchase Price"). The Note bears interest at a rate of eight percent (8%) per annum compounding daily. All outstanding principal and accrued interest on the Note will become due and payable eighteen (18) months after the purchase price of the Note is delivered by Purchaser to the Company (the "Purchase Price Date").

The Note includes an original issue discount of $50,000.00 along with $20,000.00 for Investor's fees, costs and other transaction expenses incurred in connection with the purchase and sale of the Note. The Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right to redeem the Note at any time six (6) months after the Purchase Price Date (the "Redemption Start Date"), subject to maximum monthly redemption amount of $160,000.

The Company should pay the applicable redemption amount in cash to the Investor within three (3) Trading Days (as defined in the Note) following the investor's delivery of a redemption notice. At the end of each month following the Redemption Start Date, if the Company has not reduced the Outstanding Balance (as defined in the Note) by at least $160,000, then by the fifth (5th) day of the following month, the Company must pay in cash to the Investor the difference between $160,000 and the amount actually redeemed in such month or the Outstanding Balance will automatically increase by one percent (1%) as of such fifth (5th) day.