Exhibit
10.2


 


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: $71,000.00	Issue Date: September 23, 2022
	Actual Amount of Purchase Price: $63,900.00	 


 


SENIOR
SECURED 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 MAST HILL FUND, L.P., a Delaware
limited partnership, or registered assigns (the “Holder”), in the form of lawful money of the United States of America,
the principal sum of $71,000.00, which amount is the $63,900.00 actual amount of the purchase price (the “Consideration”)
hereof plus an original issue discount in the amount of $7,100.00 (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.


 


In
connection with the issuance of this Note, the Borrower issued the Second Warrant (as defined in the Purchase Agreement) (the
“Second Warrant”) to Holder as a commitment fee, provided, however, that the Second Warrant must be cancelled and
extinguished in its entirety if the Note is fully repaid and satisfied on or prior to the Maturity Date, subject further to the
terms and conditions of this Note.


 


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 $0.0003, subject to adjustment as provided in this Note. 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.
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. All such Conversion Price determinations are to be appropriately adjusted for any stock
dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases
or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents,
(ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse
stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification
of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after
the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents”
means any securities of the Company or the Company’s subsidiaries which would entitle the holder thereof to acquire at any
time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


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) 473,333,334 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.


 






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(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.


 


(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.


 






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(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.


 


(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.” 


 






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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.


 


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.


 






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(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.


 


(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.


 


(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.


 






    7 


     


    

 


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.


 


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 seven (7) 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 seven (7) 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 50% 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 be a senior secured obligation of the Borrower, with priority over all existing and
future indebtedness of the Borrower, as provided in that certain security agreement entered into between the Borrower and the
Holder on the Issue Date (the “Security Agreement”).


 






    8 


     


    

 


2.2   
Other Indebtedness. In addition to all obligations under the Security Agreement, and 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 indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s
obligations hereunder, including but not limited to (a) all indebtedness of the Borrower for borrowed money or for the deferred
purchase price of property or services, including any type of letters of credit, (b) all obligations of the Borrower evidenced
by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to
finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the
purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred
to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of
the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured
and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured
and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower, whether
or not the Borrower has assumed or become liable for the payment of such obligation.


 


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.


 


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   
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, 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)(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.


 






    9 


     


    

 


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.


 


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, Security Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrants (as defined in the Purchase Agreement)
(the “Warrants”), 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, Security
Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrants, 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.


 






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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.


 


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.


 






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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  Market
Capitalization. The Borrower fails to maintain a market capitalization of at least $250,000 on any Trading Day, which shall
be calculated by multiplying (i) the closing price of the Borrower’s common stock on the Trading Day immediately preceding
the respective date of calculation by (ii) the total shares of the Borrower’s common stock issued and outstanding on the
Trading Day immediately preceding the respective date of calculation.


 


3.20  Rights
and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, the Holder
shall no longer be required to cancel and extinguish the Second Warrant under any circumstances, 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.


 






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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:


 


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:


 


MAST
HILL FUND, L.P. 


48
Parker Road 


Wellesley,
MA 02482 


e-mail:
admin@masthillfund.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.


 






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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.


 


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.


 






    14 


     


    

 


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.


 


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@masthillfund.com.


 


[signature
page follows]


 






    15 


     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on September 23, 2022.


 


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 senior secured
promissory note of the Borrower dated as of September 23, 2022 (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	 
	MAST HILL FUND, L.P.,	 	 
	 	 	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 MAST HILL FUND, L.P., a Delaware limited partnership (“Mast Hill”), with its address at 48 Parker Road,
Wellesley, MA 02482, in the amount of $71,000.00, 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 $71,000.00, 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 Mast Hill called for by the senior secured promissory note between of the
parties, dated September 23, 2022 (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 Mast Hill under the following
circumstances: Borrower entered into the Note pursuant to which Borrower promised to pay to the order of Mast Hill the principal
sum of $71,000.00 plus interest as provided for therein. The amounts confessed by this affidavit represent a senior secured promissory
note investment by Mast Hill 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 Mast Hill 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 Mast Hill 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
__________, 2022 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]