Exhibit 10.1


 


Innovative Payment
Solutions, Inc. 


56B 5th Avenue,
Lot 1 #AT 


Carmel By The
Sea, California 93921 


 


December 30, 2022


 


Cavalry Fund I, L.P.


Attention: Thomas Walsh


 


Re: Amendments


 


Dear Thomas,


 


This letter agreement
documents our agreement to amend that certain Convertible Note, dated February 16, 2021, as amended (the “Note”), issued
by Innovative Payment Solutions, Inc. (the “Company”) to Cavalry Fund I LP (the “Investor”) as provided
herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note or the associated
Securities Purchase Agreement, dated February 16, 2021 (“SPA”) under which the Note and and associated warrants (the
“Warrants”) to purchase 2,486,957 shares of common stock of the Company (the “Common Stock”) were
issued.


 


Therefore, in consideration
of the agreements and covenants contained herein, and for other for good and valuable consideration which is hereby recognized, the Company
and the Investor hereby agree as follows as of the date first written above (the “Effective Date”):


 


		1.	The Note is hereby amended to:



 


		(i)	extend the Maturity Date of the Note for a period ending 12
months ending on December 30, 2023; and
	 	 	 



		(ii)	to reduce the conversion price of the Note from $0.15 per
share to $0.0115 per share.



 


As a result of the reduced
conversion price of the Note, the parties acknowledge that the amount of shares of Common Stock underlying the Note is 98,468,838 shares
(based on a principal and accrued interest of $1,132,392 as of December 28, 2022).


 


In connection
with the foregoing, the Investor hereby agrees:


 


		(i)	not to convert all or any portion of the the Note until after March 30, 2023; and
	 	 	 



		(ii)	to waive all Events of Defaults under the Note and the SPA as of the date of this letter agreement.



 


2. In
addition, the Investor hereby irrevocably exchanges the Warrants for a 12-month nonconvertible promissory note in the principal amount
of $482,000 in the form attached as Exhibit A. As a result of such exchange, the Warrants will beed cancelled for all purposes.
Such exchange is understaken pursuant to an exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as
amended, and the rules, regulations and interprepations of the Securities and Exchange Commission thereunder.


 


3. The
parties further acknowledge that because of certain price and share-based ratchet provisions in the 3,000,000 Common Stock warrants issued
on August 30, 2022, the number of shares of Common Stock underlying such warrants has increased to 39,130,435 shares and the exercise
price per share for such warrants has been reduced from $0.15 per share to $0.0115 per share.


 


4. Certain warrants held
by the Investor contain mandatory exercise provisions (“Mandatory Exercise Provisions”). To the extent the
Investor’s warrants do not contain Mandatory Exercise Provisions, those Warrants are hereby amended to include the following
Section 2(f):


 


“(f) Mandatory Exercise.
The Company shall have the option, subject to the Equity Conditions, to cause the Holder to exercise the Warrant (a “Mandatory Exercise”)
in whole or in part upon written notice (“Mandatory Exercise Notice”). For purposes of this Warrant, “Equity Conditions”
means: (i) no breach under any of the Transaction Documents shall have occurred, (ii) the last closing sale price of the Common Stock
has been equal to or greater than $0.04 per share (subject to adjustments for splits, dividends, recapitalizations and similar events)
for consecutive 10 Trading Days immediately prior to the date on which the Mandatory Exercise Notice is given to the Holder (the “10
Day Consecutive Period”), (iii) on each Trading Day during the 10 Day Consecutive Period, the total daily trading dollar volume
was at least $250,000, and (iv) during each day of the 10 Day Consecutive Period and through the date of the Mandatory Exercise shall
occur, the Company must have an effective registration statement with a current prospectus in compliance with Sections 5 and 10 of the
Securities Act on file with the SEC pursuant to which the Warrant Shares may be sold. The Mandatory Exercise Notice shall specify a date,
which shall not be less than 10 days from the date such Mandatory Exercise Notice is received by the Holder on which such Mandatory Exercise
shall occur. The Company’s right to require a Mandatory Exercise shall be subject to and may be limited by Section 2(e) above.”


 






     


     


    

 


To the extent any warrants
(including, without limitation, the Warrants) held by the Investor already include the Mandatory Exercise Provision, the definition of
Equity Conditions is amended to reduce the last closing sale price requirement under romanette (ii) to:


 


		(ii)	the last closing sale price of the Common Stock has been
equal to or greater than $0.04 per share (subject to adjustments for splits, dividends, recapitalizations and similar events) for consecutive
10 Trading Days immediately prior to the date on which the Mandatory Exercise Notice is given to the Holder (the “10 Day Consecutive
Period”),



 


5. All
registration rights agreements entered into by the Company and the Investor related to the shares of Common Stock underlying the Notes
and the warrants described on Schedule A (collectively, the “Securities”) are hereby amended to provide that the Company
shall file a registration statement registering the Securities for resale within 15 days of the Effective Date and shall use its commercially
reasonable efforts to cause such registration statement to be be effective (i) within 30 days of the Effective Date if such registration
statement is subject to no review by the Securities and Exchange Commission or (ii) within 90 days of the Effective Date if such registration
statement is subject to limited or full review by the Securities and Exchange Commission. Any failure to do so will be a breach of this
letter agreement and the related Transaction Documents.


 


6. At
the closing of the agreements provided hereunder, the Company shall pay the legal fees of the Investor in an amount not to exceed $7,500.


 


7. All
other rights under the SPA shall continue to apply to the amended Note and Warrants and this letter agreement shall not operate as a modification
or waiver of any provision of the Note and/or Warrants except as expressly set forth herein.


 


8. All
questions concerning the construction, validity, enforcement and interpretation of this letter agreement and venue shall be governed by
and construed and enforced in accordance with Section 5.9 of the SPA.


 


9. This
letter agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Counterparts may be delivered via electronic mail and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes.


 


If you agree,
please sign below.


 


	 	Sincerely,
	 	 
	 	INNOVATIVE PAYMENT SOLUTIONS, INC.
	 	 
	 	By: 	/s/ William Corbett
	 	 	William Corbett, CEO



 


	AGREED TO AS OF THE EFFECTIVE DATE:	 
	 	 
	CAVALRY FUND I, L.P.	 
	 	 
	By: 	/s/ Thomas Walsh	 
	 	Thomas Walsh, Manager	 



 




     


     


    

 


Schedule A


 


Outstanding Warrants Subject
to Registration Rights


 


	Warrant holder	 	Warrant
 Description	 	Grant Date	 	Expiry Date	 	Opening balance	 	 	Converted

 to Debt	 	 	Warrants Outstanding	 	 	Original Exercise
 Price	 	 	Revised Exercise Price	 	 	Revised

Warrants

 Outstanding	 
	Cavalry Fund I LP/Pinz	 	Full Rachet expired on conversion of original Pinz note	 	8/5/2020	 	8/5/2025	 	 	934,923	 	 	 	 	 	 	 	934,923	 	 	 	0.05	 	 	 	0.05	 	 	 	934,923	 
	Cavalry Fund I LP	 	Full Rachet expired on conversion of original Cavalry note	 	2/3/2021	 	2/3/2026	 	 	3,822,223	 	 	 	 	 	 	 	3,822,223	 	 	 	0.05	 	 	 	0.05	 	 	 	3,822,223	 
	Cavalry Fund I LP	 	Conversion to nonconvertible note	 	2/16/2021	 	2/16/2026	 	 	2,486,957	 	 	 	(2,486,957	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Cavalry Fund I LP	 	HC Wainwright deal - no Full Rachet terms and no 
repricing	 	3/17/2021	 	3/17/2026	 	 	3,333,334	 	 	 	 	 	 	 	3,333,334	 	 	 	0.15	 	 	 	0.15	 	 	 	3,333,334	 
	Cavalry Special Ops Fund LLC	 	HC Wainwright deal - no Full Rachet terms and no 
repricing	 	3/17/2021	 	3/17/2026	 	 	1,666,666	 	 	 	 	 	 	 	1,666,666	 	 	 	0.15	 	 	 	0.15	 	 	 	1,666,666	 
	Cavalry Fund I LP	 	Full Rachet applicable	 	8/30/2022	 	8/30/2027 
	 	 	3,000,000	 	 	 	 	 	 	 	3,000,000	 	 	 	0.15	 	 	 	0.15	 	 	 	39,130,435	 
	 	 	 	 	 	 	 	 	 	15,244,102	 	 	 	(2,486,957	)	 	 	12,757,145	 	 	 	 	 	 	 	 	 	 	 	48,887,580	 





 




     


     


    

 


Exhibit A


 


Form of Non-Convertible
Promissory Note 


 





Promissory Note


  





	U.S.$482,000	Issuance Date: December 30, 2022



 


The undersigned maker, Innovative
Payment Solutions, Inc, a Nevada corporation (“Borrower”) promises to pay to the order of Cavalry Fund I LP (“Lender”),
the principal sum of U.S. $482,000), together with interest accruing thereon from the date hereof at the rate and time hereinafter
provided.


 


Interest (computed on the
basis of a 360-day year for the actual number of days elapsed) on the outstanding balance of principal evidenced by this Note shall accrue
at a rate per annum equal to 10%.


 


 The maturity date of this
Note shall be 12 months from the Issuance Date (December 30, 2023) (the “Maturity Date”). All principal and accrued
interest shall be due in full on the Maturity Date.


 


The failure of Borrower to
pay to Lender promptly within five days after written notice from Lender that amounts are due and payable under this Note shall constitute
an event or default under this Note. At any time after the occurrence of any such event of default, the indebtedness evidenced by this
Note and/or any note(s) or other obligation(s) which may be taken in renewal, extension, substitution or modification of all or any part
of the indebtedness evidenced thereby and all other obligations of Borrower to Lender howsoever created and existing shall, at the option
of the Lender in its sole discretion, immediately become due and payable without demand upon or notice to Borrower, and Lender shall be
entitled to exercise all remedies as provided by law and/or equity.


 


 Borrower shall have the
right, but not the obligation, in lieu of a cash payment due hereunder, to issue 51,901,711 shares of the Company’s common
stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations
hereunder (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Borrower shall be
under no legal obligation to reserve such number of shares for future issuance.


 


Borrower hereby waives presentment
for payment, demand, notice of dishonor and protest and agrees that (i) any collateral, lien or right of setoff securing any indebtedness
evidenced by this Note may, from time to time, in whole or in part, be exchanged or released, and any person liable on or with respect
to this Note may be released, all without notice to or further reservations of rights against Borrower, any endorser, surety or guarantor
and all without in any way affecting or releasing the liability of Borrower, any endorser, surety or guarantor, and (ii) none of the terms
or provisions hereof may be waived, altered, modified or amended except as Lender may consent thereto in writing.


 


Borrower hereby agrees to
pay all out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Lender in the collection of the indebtedness
evidenced by this Note, in enforcing any of the rights, powers, remedies and privileges of Lender hereunder, or in connection with any
further negotiations, modifications, releases, or otherwise incurred by Lender in connection with this Note. As used in this Note, the
term “attorneys’ fees” shall mean reasonable charges and expenses for legal services rendered to or on behalf of Lender
in connection with the collection of the indebtedness evidenced by this Note at any time whether prior to the commencement of judicial
proceedings and/or thereafter at the trial and/or appellate level and/or in pre-judgment and post-judgment or bankruptcy proceedings.


 






     


     


    

 


In no event shall the rate
of interest charged under this Note exceed the rate that may legally be charged to Borrower for obligations of this nature under the laws
of the State of New York, and any interest that may be paid in excess of the legal limit shall, at the option of Lender, be refunded to
Borrower or shall be applied towards payment of the principal obligation under this Note.


 


If any installment of interest,
principal or principal and interest shall become overdue for a period in excess of 10 days, in addition to such payment, a “late
charge” in the amount of 5% of such overdue payment shall be paid by Borrower to Lender on demand for the purpose of defraying the
expenses incident to handling such delinquent payments.


 


During the continuation of
any default by Borrower in the payment of any installment of interest, principal or principal and interest under this Note, the interest
rate provided herein shall be increased to a rate which shall be equal to the maximum rate of interest allowable under the laws of the
State of New York.


 


To the extent that Lender
receives any payment on account of any of Borrower’s obligations, and any such payment(s) or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, subordinate and/or required to be repaid to a trustee, receiver or any other person
or entity under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of such payment(s) received,
Borrower’s obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such
payment(s) had not been received by Lender and applied on account of Borrower’s obligations.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that
all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Note shall be commenced
exclusively in the state and federal courts sitting in the New York County, New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the New York County, New York for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to
assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action
or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such action or proceeding 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 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.


 


If any provisions of this
Note shall be deemed unenforceable under applicable law, such provision shall be ineffective, but only to the extent of such unenforceability,
without invalidating the remainder of such provision or the remaining provisions of this Note. All of the terms and provisions of this
Note shall be applicable to and be binding upon each and every maker, endorser, surety, guarantor, all other persons who are or may become
liable for the payment hereof and their heirs, personal representatives, successors or assigns.


 


BORROWER AND LENDER (BY ACCEPTING
THIS NOTE) HEREBY MUTUALLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER BORROWER OR LENDER AGAINST
THE OTHER AND BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH, THIS NOTE OR OTHER DOCUMENTS EXECUTED IN CONNECTION WITH THE LOAN EVIDENCED
BY THIS NOTE.


 


IN WITNESS WHEREOF, the Borrower
has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.


  


	 	INNOVATIVE PAYMENT SOLUTIONS,
INC.
	 	 	 
	 	By:	 
	 	Name: 
    	William
    Corbett
	 	Its:
    	Chief
    Executive Officer



 


[Promissory Note
Signature Page]