Exhibit 10.6


 





THIS INSTRUMENT CONTAINS AN AFFIDAVIT
OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN
A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE
144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal Amount: $540,000.00	Issue Date: November 3, 2021
	Actual Amount of Purchase Price: $486,000.00	 


 


PROMISSORY NOTE


 


FOR VALUE RECEIVED,
TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (hereinafter called the “Borrower” or the “Company”)
(Trading Symbol: TGHI), hereby promises to pay to the order of TALOS VICTORY FUND, LLC, a Delaware limited liability company,
or registered assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum
of $540,000.00, which amount is the $486,000.00 actual amount of the purchase price (the “Consideration”) hereof plus
an original issue discount in the amount of $54,000.00 (the “OID”) (subject to adjustment herein) (the “Principal
Amount”) and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest
Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at
maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be twelve (12)
months from the Issue Date (the “Maturity Date”), and is the date upon which the Principal Amount, the OID, as well
as any accrued and unpaid interest and other fees, shall be due and payable.


 


This Note may not be
prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.


 


Any Principal Amount or interest on this
Note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the
maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). Default Interest
shall be computed on the basis of a 365-day year and the actual number of days elapsed.


 


All payments due hereunder
(to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (the “Common Stock”)
in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made
at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of
this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the
same shall instead be due on the next succeeding day which is a business day.


 


Each capitalized term
used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement,
dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in
this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks
in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term
“Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market
(as defined in the Purchase Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal
Market, then any calendar day.


 




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This Note is free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The following terms
shall also apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1 Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following
the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default
Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at
the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that
notwithstanding anything to the contrary contained herein, the a Holder shall not have the right to convert any portion of this
Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth
on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”),
and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such
Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution
Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining,
nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise
or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding
shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the
Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and
any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor
holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing
the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice
of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower
or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is
submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower
or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”).
The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount
of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any,
on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest,
if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).


 






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1.2 Conversion Price.


 


(a) Calculation
of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest)
under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0125.
If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock,
then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the
Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal”
means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares
issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price
not been adjusted by the Holder to the par value price. The Conversion Price is subject to equitable adjustments for stock splits,
stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary
of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. Holder shall
be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated
with each Notice of Conversion.


 


1.3 Authorized and
Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from
its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of a number of Conversion Shares equal to the greater of: (a) 86,400,000 shares of Common Stock or (b) the sum of (i) the number
of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the
time of such calculation (taking into consideration any adjustments to the Conversion Price as provided in this Note) multiplied
by (ii) two (2) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will
be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed its
transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated
by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents
who are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock
to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated
by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.


 


If, at any time, the
Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in this Note) under this
Note.


 


1.4 Method of Conversion.


 


(a) Mechanics of
Conversion. This Note may be converted by the Holder in whole or in part, on any calendar day, at any time on or following
the Issue Date, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or
other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice
of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next
Trading Day.


 


(b) Surrender of
Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as
not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records
of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the
foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first
physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the
Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request,
representing in the aggregate the remaining unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of
this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this
Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the
face hereof.


 






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(c) Payment of Taxes.
The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery
of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or
in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless
and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the
Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have
established to the satisfaction of the Borrower that such tax has been paid.


 


(d) Delivery of
Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile
transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion
as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order
of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated
by Section 1.4(f) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of
conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this
Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate
for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s
share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares
to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in
addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline
and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not
issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common
Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion Shares
to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void all or any
portion of such Notice of Conversion; provided that the voiding of all or any portion of a Notice of Conversion shall not affect
the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing,
if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion
Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion
Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation
pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise
that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares
or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of
the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common
Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion
Shares) upon the conversion of this Note as required pursuant to the terms hereof.


 


(e) Obligation of
Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s
transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the
outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall
be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with
respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or
other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion
as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the
electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective
of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the
recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other
obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might
otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified
in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s
transfer agent before 11:59 p.m., New York, New York time, on such date.


 






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(f) Delivery of
Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable
upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions
contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker
with DTC through its Deposit Withdrawal Agent Commission system.


 


1.5 Concerning the
Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are
sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been
furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement))
to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration
or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv)
such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise
transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).
Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time
as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation
S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be
immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement
or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall
bear a legend substantially in the following form, as appropriate:


 


“NEITHER THE ISSUANCE AND
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE
PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The legend set forth
above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such
legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by
crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws:
(a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise
may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel
Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or
transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the
Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC
fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that
the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant
to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding
that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will
be considered an Event of Default under this Note.


 






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1.6 Effect of Certain
Events.


 


(a) Effect of Merger,
Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets
of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined
below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which
the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal
to the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall
mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.


 


(b) Adjustment Due
to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this
Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as
a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another
class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially
all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder
of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities
or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately
prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion
of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter
deliverable upon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless
(a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen
(15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record
date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event
or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring
entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly
apply to successive consolidations, mergers, sales, transfers or share exchanges.


 


(c) Adjustment Due
to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to
holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution
to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a
spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after
the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would
have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the
holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.


 


(d) Purchase Rights.
If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities
or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares
of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record
is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights.


 






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(e) Dilutive Issuance.
If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants any option to
purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues, any Common Stock or other securities convertible
into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without
limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date),
in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base
Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder
of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that
is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date
of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base
Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and
for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction),
and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share
that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with
the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such
Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or
quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated
a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any
adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing. Notwithstanding
the foregoing, no adjustment will be made under this Section 1.6(e) with respect to an Exempt Issuance (as defined below). An “Exempt
Issuance” shall mean the issuance of up to a total of 20,166,667 shares of Common Stock in the aggregate pursuant to the
full extinguishment of the Other Notes (as defined in the Purchase Agreement) and Other Warrants (as defined in the Purchase Agreement).


 


(f) Notice of Adjustments.
Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6
of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each respective adjustment
or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate
setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common
Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note,
(iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but
not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall,
within one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate setting forth
(i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and
the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the
detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited
to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment or
readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action
by the Holder and regardless of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.


 


1.7 [Intentionally
Omitted].


 


1.8 Status as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than the Conversion Shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of
such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares
of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates
for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion
of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common
Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted
portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note
has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the
Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.


 






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1.9 Prepayment.
At any time prior to the date that an Event of Default occurs under this Note (the “Prepayment Period”), the Borrower
shall have the right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding
Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder
(an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall
state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be three (3)
Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have
the right, at all times prior to the actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead convert
all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the Borrower
in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated
below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right
to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal
to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the
Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees.


 


If the Borrower delivers an Optional Prepayment
Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.9, then the
Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.


 


1.10 Repayment from
Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under this Note, the Company receives
cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers,
the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to
an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s
receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right
in its sole discretion to require the Borrower to immediately apply up to 21% of such proceeds to repay all or any portion of the
outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to
comply with this provision shall constitute an Event of Default.


 


ARTICLE II. RANKING AND CERTAIN COVENANTS


 


2.1 Ranking and Security.
This Note shall have priority over all unsecured indebtedness of the Borrower.


 


2.2 Other Indebtedness.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary
or affiliate) incur or suffer to exist or guarantee any unsecured indebtedness that is senior to or pari passu with (in priority
of payment and performance) the Borrower’s obligations hereunder.


 


2.3 Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or
other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares
of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s
disinterested directors.


 


2.4 Restriction on
Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall
not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower
or any warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness
of Borrower.


 






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2.5 Sale of Assets.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent
by the Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.6 Advances and Loans;
Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm,
joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the
Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed
Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary
course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the
Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any
affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.


 


2.7 Section 3(a)(9)
or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement
structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities
Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In
the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10)
Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note,
but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form
of a cash payment or added to the balance of this Note (under Holder’s and Borrower’s expectation that this amount
will tack back to the Issue Date).


 


2.8 Preservation of
Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material
assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any merchant
cash advance transactions. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall maintain
and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or
remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain,
duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which
the transaction of its business makes such qualification necessary.


 


2.9 Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation
or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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
of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required
to protect the rights of the Holder.


 


2.10 Lost, Stolen
or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to
the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note.


 


ARTICLE III. EVENTS OF DEFAULT


 


It shall be considered
an event of default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:


 


3.1 Failure to Pay
Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether
at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.


 






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3.2 Conversion and
the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will
not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms
of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any
certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not
to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated
form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as
and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders
its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on
any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations
described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not
to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder shall have delivered a Notice
of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent (including but not limited to payment
obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion of this Note is delayed, hindered
or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances
any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the principal
balance of the Note.


 


3.3 Breach of Agreements
and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase Agreement,
Registration Rights Agreement (as defined in the Purchase Agreement) (the “Registration Rights Agreement”), this Note,
Irrevocable Transfer Agent Instructions, Warrant (as defined in the Purchase Agreement) (the “Warrant”), or in any
agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.


 


3.4 Breach of Representations
and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, Registration Rights Agreement,
this Note, Irrevocable Transfer Agent Instructions, Warrant, or in any agreement, statement or certificate given in writing pursuant
hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of
which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note
or the Purchase Agreement.


 


3.5 Receiver or Trustee.
The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to
the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee
shall otherwise be appointed.


 


3.6 Judgments.
Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or
any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.


 


3.7 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the
Borrower.


 


3.8 Failure to Comply
with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements of the
1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.


 


3.9 Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.





 






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3.10 Cessation of
Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as
such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.


 


3.11 Maintenance of
Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets
which are necessary to conduct its business (whether now or in the future).


 


3.12 Financial Statement
Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two
years prior to the Issue Date of this Note and until this Note is no longer outstanding.


 


3.13 Replacement of
Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in
the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


3.14 Cross-Default.
The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements
or other instruments of the Company evidencing any indebtedness of the Company (including those filed as exhibits to or described
in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.


 


3.15 Variable Rate
Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.


 


3.16 Inside Information.
Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal,
conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning
the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form
8-K pursuant to Regulation FD on that same date.


 


3.17 Unavailability
of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable
to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s
brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s
conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or
(ii) thereupon deposit such shares into the Holder’s brokerage account.


 


3.18 Delisting,
Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common
Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on a Principal
Market.


 


3.19 Registration
Statement Failures. The Borrower fails to (i) file a registration statement covering the Holder’s resale at prevailing
market prices (and not fixed prices) of all of the Common Stock (the “Registration Statement”) underlying the Note
and Warrant within sixty (60) calendar days following the Issue Date, (ii) cause the Registration Statement to become effective
within one hundred twenty (120) calendar days following the date that the Registration Statement is initially filed, (iii) cause
the Registration Statement to remain effective until the Note is extinguished in its entirety and the Warrant is exercised in
the entirety, (iv) comply with the provisions of the Registration Rights Agreement in all material respects, or (v) immediately
amend the Registration Statement or file a new Registration Statement (and cause such Registration Statement to become effective
as provided in the Registration Rights Agreement) if there are no longer sufficient shares registered under the initial Registration
Statement for the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Common Stock underlying
the Note and Warrant.





 






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3.20 Use of Proceeds.
The Borrower shall fail to provide to Holder, within seven (7) business days after the Issue Date, evidence of the Borrower’s
use of the proceeds from this Note as provided in Section 4(c) of the Purchase Agreement as well as the issuance of the Exempt
Common Stock for the full extinguishment of the Other Notes (as defined in the Purchase Agreement) and Other Warrants (as defined
in the Purchase Agreement).


 


3.21 Rights and
Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall
become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date
of full repayment multiplied by 125% (collectively the “Default Amount”), as well as all costs, including, without
limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly
waived by the Borrower. Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in cash.
For purposes of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other provisions
of this Note. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 


Upon the occurrence of any Event of Default,
and in addition to any other right or remedy of the Holder hereunder, under the related transaction documents, or otherwise at
law or in equity, the Borrower hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s
attorney-in-fact, to appear ex parte and with notice to the Borrower to confess judgment against the Borrower for the unpaid amount
of this Note. The judgment shall set forth the amount then due hereunder, plus attorney’s fees and cost of suit, and to release
all errors, and waive all rights of appeal. The Borrower waives the right to contest Holder’s rights under this section,
including without limitation the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect.
No single exercise of the foregoing right and power to confess judgment will be deemed to exhaust such power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void, and such power shall continue undiminished and may be
exercised from time to time as the Holder may elect until all amounts owing on this Note have been paid in full. The Borrower shall
provide a signed and notarized copy of the of the affidavit of confession of judgment attached hereto as Exhibit “B”
on or before the Closing Date.


 


ARTICLE IV. MISCELLANEOUS


 


4.1 Failure or Indulgence
Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


4.2 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:


 






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If to the Borrower,
to:


 


TOUCHPOINT GROUP HOLDINGS, INC.

4300 Biscayne Blvd, Suite 203

Miami, Florida 33137

Attention: Mark White

e-mail: mark@touchpointgh.com


 



If to the Holder:


 


TALOS VICTORY FUND, LLC

348 Cambridge Street #101

Woburn, MA 01801

e-mail: admin@talosvf.com


 


4.3 Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented.


 


4.4 Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written
consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule
501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined
under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be
pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee,
by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted
principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 


4.5 Cost of Collection.
If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable
attorneys’ fees.


 


4.6 Governing Law;
Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only
in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts.
The Borrower hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not
assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement,
certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action
or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 


4.7 Certain Amounts.
Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or the
portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the
Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower
and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the
Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 






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4.8 Purchase Agreement.
The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection
herewith and therewith.


 


4.9 Notice of Corporate
Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless
and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders).
In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including
by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property,
or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any change
in control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder,
at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction
or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event
to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder
hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.


 


4.10 Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for
a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic
loss and without any bond or other security being required.


 


4.11 Construction;
Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


4.12 Usury. To
the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any
right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and
provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other
sums which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note
is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless
such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate
is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the
Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess
to be at the Holder’s election.


 


4.13 Severability.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including
any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of this Note.


 


4.14 Terms of Future
Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security,
or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably believes
is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably
believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder of such additional
or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security,
and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether
the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another security that
may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest
rates, and original issue discounts.


 






    14 


     


    

 


4.15 Dispute Resolution.
In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount,
Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation
of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the
disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading Day after receipt of the applicable
notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after
the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such
determination or calculation within one (1) Trading Day of such disputed determination or arithmetic calculation (as the case may
be) being submitted to the Borrower or the Holder, then the Borrower shall, within one (1) Trading Day, submit (a) the disputed
determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent,
reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the
Conversion Price, Conversion Amount, any prepayment amount or Default Amount, to an independent, outside accountant selected by
the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant
to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than one (1) Trading
Day from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation shall be binding upon all parties absent demonstrable error.


 


4.16 Right of First
Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from any
3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the Holder to provide
such capital or financing to the Borrower on the same terms as each respective 3rd party’s terms. Should the Holder be unwilling
or unable to provide such capital or financing to the Borrower within five (5) Trading Days from Holder’s receipt of written
notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or financing
from that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which transaction
must be completed within 30 days after the date of the Offer Notice. If the Borrower does not receive the capital or financing
from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must again offer
the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer
Notice must be sent via electronic mail to admin@talosvf.com.


 


4.17 Leak Out.
The Holder’s sale of the Common Stock issued upon conversion of this Note, on each respective Trading Day during the Leak
Out Period (as defined in this Note), shall be limited to the greater of (i) a gross dollar amount of $5,000.00 or (ii) 15% of
the Daily Dollar Volume (as defined in this Note) on the respective Trading Day. “Leak Out Period” shall mean the period
beginning on the Issue Date and ending on the earlier of (i) the Maturity Date or (ii) the date that an Event of Default occurs
under this Note. “Daily Dollar Volume” shall mean, with respect to each Trading Day, the total volume of shares of
the Common Stock traded on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated
by the Holder) multiplied by the highest traded price of the Common Stock on the respective Trading Day (as reported by Quotestream
or other similar quotation service provider designated by the Holder).


 


[signature page follows]


 




    15 


     


    

IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer on November 3, 2021.


 


	TOUCHPOINT GROUP HOLDINGS, INC.
	 	 	 
	By: 	 	 
	 	Name: Mark White	 
	 	Title: Chief Executive Officer	 




    16 


     


    

EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
$____________principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion
of the Note (“Common Stock”) as set forth below, of TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation
(the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of November 3, 2021 (the
“Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer
taxes, if any.


 


Box Checked as to applicable instructions:


 


		☐	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of
Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC
Transfer”).



 


Name of DTC Prime Broker:

Account Number:


 


		☐	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number
of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s)
specified immediately below or, if additional space is necessary, on an attachment hereto:



 


	 	Date of Conversion:	 	 	 
	 	Applicable Conversion Price:	$	 	 
	 	Number of Shares of Common Stock to be Issued Pursuant to Conversion of the Note:	 	 	 
	 	Amount of Principal Balance Due remaining Under the Note after this conversion:	 	 	 


 


By:

Name:

Title:

Date: 




     


     


    

EXHIBIT B – CONFESSION OF JUDGMENT


 


(see attached)


 




     


     


    

Affidavit of Confession of Judgment


 


	COMMONWEALTH OF MASSACHUSETTS	X 
	TALOS VICTORY FUND, LLC,
	 	 
	 	Index No.
	Plaintiff,	 
	 	AFFIDAVIT OF CONFESSION OF
	- against -	JUDGMENT
	 	 
	TOUCHPOINT GROUP HOLDINGS, INC.,	  
	Defendant.	 
	 	X
	 
	COMMONWEALTH OF MASSACHUSETTS                              )	 
	                                                                                                         )	ss.:


 


Mark White, being duly
sworn, hereby deposes and says:


 


1.           I
am the Chief Executive Officer of defendant TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (“Borrower”). As
such, I am fully familiar with all the facts and circumstances recited herein on personal knowledge. Borrower has its principal
place of business at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137. On behalf of the Borrower, I hereby confess judgment
in favor of TALOS VICTORY FUND, LLC, a Delaware limited liability company (“Talos”), with its address at 348 Cambridge
Street #101, Woburn, MA 01801, in the amount of $540,000.00, less any payments made on or after the date of this affidavit of confession
of judgment, plus Default Interest (as defined in the Note (as defined herein)) on said amount and all other applicable penalties
under the Note. In no event shall interest payable hereunder exceed the maximum permissible under applicable law.


 


2.           I
hereby authorize the federal courts and/or state courts located in the Commonwealth of Massachusetts to enter judgment against
Borrower in the amount of in the amount of $540,000.00, less any payments made on or after the date of this affidavit of confession
of judgment, plus Default Interest on said amount and all other applicable penalties under the Note, plus the costs and attorneys’
fees that are set forth below, less any payments made on or after the date of this affidavit of confession of judgment, upon Borrower’s
failure for any reason to timely make any payment to Talos called for by the promissory note between of the parties, dated November
3, 2021 (the “Note”), due to the occurrence of an Event of Default (as defined in the Note) under the Note.


 






     


     


    

 


3.           In
order to secure these obligations, Borrower agreed to simultaneously deliver with the execution of the Note this Affidavit of Confession
of Judgment.


 


4.           The
sums confessed pursuant to this affidavit of confession of judgment are justly due and owing to Talos under the following circumstances:
Borrower entered into the Note pursuant to which Borrower promised to pay to the order of Talos the principal sum of $540,000.00
plus interest as provided for therein. The amounts confessed by this affidavit represent a promissory note investment by Talos
in Borrower and arise out of Borrower’s breach of its obligations under the Note.


 


5.           Borrower
agrees to pay any and all costs and expenses incurred by Talos in enforcing the terms of this affidavit of confession of judgment,
including reasonable attorneys’ fees and expenses at the rate of $475.00 per hour that Talos incurs or is billed for in
connection with enforcing the terms of the affidavit of confession of judgment, entering any Judgment, collecting upon said Judgment,
and defending or prosecuting any appeals.


 


[signature page to follow]


 




     


     


    

	 	TOUCHPOINT GROUP HOLDINGS, INC.	 
	 	 	 
	 	By:	          	 
	 	Name: Mark White	 
	 	Title: Chief Executive Officer	 
	 	 	 	 


	STATE OF ____________	)
	ss.:  	 
	COUNTY OF ___________	)


 


ACKNOWLEDGMENT


 


On ___________, 2021 before me personally came __________________________________, to me known, who, by me duly
sworn, did depose and say that deponent is an officer of TOUCHPOINT GROUP HOLDINGS, INC., the corporation described in, and which
executed the foregoing affidavit of confession of judgment, that deponent knows the seal of the corporation, that the seal affixed
to the affidavit of confession of judgment is the corporation’s seal, that it was affixed by order of the board of directors
of the corporation and that deponent signed deponent’s name by like order.


 


	 	 
	Notary Public	 


 


SEAL:


 


[Signature Page to Affidavit of Confession
of Judgment]