Exhibit 10.16


  


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 COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A 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: $100,000.00	Issue Date: February 5, 2021


Actual Amount of Purchase Price: $100,000.00


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
TOUCHPOINT GROUP HOLDINGS,, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises
to pay to the order of FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC, a Delaware limited liability company, or registered assigns
(the “Holder”), in the form of lawful money of the United States of America, the principal sum of up to $100,000.00
(the “Principal Amount”) (subject to adjustment herein), with a purchase price of $100,000.00 (the “Consideration”),
and to pay interest on the Principal Amount under this Note at the rate of ten percent (10%) (the “Interest Rate”)
per annum guaranteed from the date that the amount of Consideration is fully funded in accordance with the terms of this Note until
the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein.
The Holder shall pay $100,000.00 of the Consideration on the day of the full execution of the Note and all related transactional
documents related to this Note, and the outstanding principal amount under this Note shall be $100,000.00. The maturity date for
this Note shall be twelve (12) months from the effective date of the Holder’s payment of the Consideration (“Maturity
Date”), and is the date upon which the principal sum as well as any accrued and unpaid interest and other fees shall be due
and payable. Notwithstanding any other provision of this Note or any related transaction documents, Borrower may prepay this Note
only pursuant to Section 1.9 hereof.


 


It is further acknowledged
and agreed that the Principal Amount owed by Borrower under this Note shall be increased by the amount of all expenses up to a
maximum of $500 incurred by the Holder relating to any conversion of this Note into shares of Common Stock. All such expenses shall
be deemed added to the Principal Amount hereunder to the extent such expenses are paid by the Holder.


 


Interest shall commence
accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the actual number of
days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate the lesser
of (a) twenty-four percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”); or
(b) the maximum rate allowed by law.


 


All payments due hereunder
(to the extent not converted into shares of common stock 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 and, in the case of any interest payment date which is not the date on which
this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the
amount of interest due on such date.


 




    1 


     


    

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), any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.


 


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


 


The following terms shall apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1       Conversion
Right. The Holder shall have the right, at any time while there are amounts outstanding under the Note, 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 in no event shall the Holder be entitled to convert
any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security
of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of Conversion Shares issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the then outstanding
shares of Common Stock. For purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, however, that the
limitations on conversion may be waived (up to 9.99%) by the Holder upon, at the election of the Holder, not less than 61 days’
prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such
later date, as determined by the Holder, as may be specified in such notice of waiver). 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 be equal
to $0.025 per share (the “Fixed Conversion Price”); provided however, if after one hundred eighty (180) days
from the Issue Date hereof any amounts due under this Note are outstanding, the Conversion Price shall be the lesser of (i) the
Fixed Conversion Price; (ii) sixty-five percent (65%) of the lowest closing price of the Borrower’s common stock during
the fifteen (15) day immediately prior to the Conversion Date; or (iii) discount to market based upon subsequent financings with
other investors (the “Alternate Conversion Price”). To the extent the Conversion Price is below the par value per
share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest
value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase.
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. In the event the Borrower has a DTC “Chill” on its shares,
an additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect.


 


(b) Conversion
Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower
(i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation or entity (other
than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or
transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly
announces a tender offer to purchase fifty percent (50%) or more of the Common Stock (or any other takeover scheme) (any such
transaction referred to in clause (i) or (ii) being referred to herein as a “Change in Control” and the date of the
announcement referred to in clause (i) or (ii) is being referred to herein as the “Announcement Date”), then the Conversion
Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined
below), be equal to the lower of (x) the Conversion Price and (y) a twenty-five percent (25%) discount to the Acquisition Price
(as defined below). From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as
set forth in Section 1.2(a). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect
to any proposed Change in Control for which a public announcement as contemplated by this Section 1.2(b) has been made, the date
upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates
or publicly announces the termination or abandonment of the proposed Change in Control which caused this Section 1.2(b) to become
operative. For purposes hereof, “Acquisition Price” shall mean a price per share of Common Stock derived by dividing
(x) the total consideration (in cash, equity, earn-out or similar payments or otherwise) paid or to be paid to the Borrower or
its shareholders in the Change in Control transaction by (y) the number of authorized shares of Common Stock outstanding as of
the business day prior to the Announcement Date.


 


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) 25,000,000 shares of Common Stock or (b) the sum of (i) the number
of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) as of
any issue date (taking into consideration any adjustments to the Conversion Price pursuant to Section 2 hereof or otherwise) multiplied
by (ii) three (3) (the “Reserved Amount”). In the event that the Borrower shall be unable to reserve the entirety
of the Reserved Amount (the “Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase
its authorized share capital to accommodate the Reserved Amount (the “Authorized Share Increase”), including without
limitation, all board of directors actions and approvals and promptly (but no less than sixty (60) days following the calling and
holding a special meeting of its shareholders no more than sixty (60) days following the Reserve Amount Failure to seek approval
of the Authorized Share Increase via the solicitation of proxies. Notwithstanding the foregoing, in no event shall the Reserved
Amount be lower than the initial Reserved Amount, regardless of any prior conversions. The Borrower represents that upon issuance,
the Conversion Shares will be duly and validly issued, fully paid and non- assessable. In addition, if the Borrower shall issue
any securities or make any change to its capital structure which would change the number of Conversion Shares into which this Note
shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion
of this Note. 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 Borrower 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.


 




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If, at any time the Borrower
does not maintain the Reserved Amount it will be considered an Event of Default 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 Trading Day, while any amounts are outstanding
hereunder, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other
reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice
of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the
next Trading Day.


 


(b) Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid
Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted
and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as
not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records
of the Borrower 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.


 




    4 


     


    

 


 


(d) Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower 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 three (3) Trading Days 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 Borrower
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 Borrower’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 Borrower shall pay in cash to the Holder on each day after the Deadline
and during such Conversion Failure an amount equal to two percent (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 Borrower 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 Borrower,
may void its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of this Note that
has not been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not affect
the Borrower’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 Borrower shall fail to issue and deliver a certificate to the Holder and register
such Conversion Shares on the Borrower’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 Borrower’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 Borrower, then the Borrower 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 Borrower’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 Borrower’s failure to timely deliver certificates representing the Conversion Shares (or to electronically
deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.


 


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


  


 




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(f) Delivery of
Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable
upon conversion hereof, provided the Borrower is participating in the Depository Trust Borrower (“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 reasonable 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, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. 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 Borrower 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 Borrower 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
Borrower so that the sale or transfer is effected. The Borrower 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 Borrower 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 or Regulation S, 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 (defined in Section 3.24) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person”
shall mean any individual, corporation, limited liability Borrower, 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
(or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right
to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any
option to purchase or other disposition), 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 the Base Conversion Price. If the Borrower enters into a Variable Rate
Transaction, despite the prohibition set forth in the Purchase Agreement, the Borrower shall be deemed to have issued Common Stock
or Common Stock Equivalents at the lowest possible price per share at which such securities could be issued in connection with
such Variable Rate Transaction. Such adjustment shall be made whenever such Common Stock or other securities are issued. Notwithstanding
the foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. 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. This Section shall also be subject to the mechanics of Section 1.6(g)
“Pending Legislation” clause herein.


 


An “Exempt Issuance” shall
mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Borrower pursuant to any stock
or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Borrower’s
Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner
which is consistent with the Borrower’s prior business practices; (b) securities issued pursuant to a merger, consolidation,
acquisition or similar business combination approved by a majority of the disinterested directors of the Borrower, provided that
any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,
an operating Borrower or an owner of an asset in a business synergistic with the business of the Borrower and shall provide to
the Borrower additional benefits in addition to the investment of funds, but shall not include a transaction in which the Borrower
is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities;
(c) securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing
from a bank or similar financial institution approved by a majority of the disinterested directors of the Borrower; (d) securities
issued under the Form 1-A or S-1 filed and declared effective by the Securities and Exchange Commission as of the date hereof;
(e) existing convertible debt and equity lines of credit in existence on the date hereof, (f) private placements of Common Stock
by the Borrower; and/or (g) securities issued with respect to which the Holder waives its rights in writing under this Section
1.6(e).


 







    8 


     


    

(f) Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described
in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish
to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like
certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) 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.


 


(g) Pending
Legislation. As of the Issue Date hereof, proposed legislation exists, namely proposed amendments to Rule 144(d)(3)(ii) proposed
on December 22, 2020 in SEC Release 2020-336, that would fundamentally change the economic terms of this Note. In the event the
rule becomes law and becomes effective while any amounts are outstanding under this Note, Section 1.2 hereof shall be automatically
amended to contain only the Fixed Conversion Price of $0.025 per share. In the event that the Borrower is in default of any of
the provisions of the Note or other Transaction Documents, and the Borrower has not cured said default within five (5) calendar
days, the fixed conversion price shall be reduced to $0.01 per share (the “Default Fixed Price”) in addition to any
other principal adjustments, default interest, or other remedies available to it under law. Should the Event of Default remain
uncured for thirty (30) calendar days, the Default Fixed Price shall decrease to $0.005. In the event the final rule, or any other
combination of final rules, make this provision inoperable, invalid, or otherwise have an effect that changes the economics of
the transactions contemplated hereby, the pertinent clause or mechanic of operation shall be stricken and only the Fixed Price
provision shall remain.


 


1.7          Adjustments
to Conversion Price. At any time after the Issue Date, (i) if in the case that the Borrower’s Common Stock is not deliverable
by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s
Common Stock specified in a Notice of Conversion); (ii) if the Borrower ceases to be a reporting Borrower pursuant or subject to
the Exchange Act; (iii) if after the Borrower gets listed on a trading market, the Borrower subsequently loses a market (including
the OTC Pink, OTCQB or an equivalent replacement exchange) for its Common Stock; (iv) if the Borrower fails to maintain its status
as “DTC Eligible” for any reason; (v) if the Conversion Price is less than one cent ($0.01); (vi) if the Note cannot
be converted into free trading shares on or after six (6) months from the Issue Date; (vii) if at any time the Borrower does not
maintain or replenish the Reserved Amount (as defined herein) within three (3) business days of the request of the Holder; (viii)
if, once obtained as required under the Transaction Documents, the Borrower fails to maintain the listing of the Common Stock on
at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market,
the New York Stock Exchange, or the NYSE MKT; (ix) if the Borrower fails to comply with the reporting requirements of the Exchange
Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not
limited to the timely fulfillment of its filing requirements as a fully- reporting issuer registered with the SEC; (x) if the Borrower
effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder; (xi) if, once listed,
subsequently OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’
(Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign); (xii)
the restatement of any financial statements filed by the Borrower with the SEC for any date or period from two (2) years prior
to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison
to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to
this Note or the Purchase Agreement; (xiii) once it begins trading on any of the trading markets or exchanges listed hereafter,
any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq
National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, and such cessation of trading shall
continue for a period of five consecutive (5) Trading Days; and/or (xiv) the Borrower loses the “bid” price for its
Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2); and/or (xv) if the
Holder is notified in writing by the Borrower or the Borrower’s transfer agent that the Borrower does not have the necessary
amount of authorized and issuable shares of Common Stock available to satisfy the issuance of Shares pursuant to a Conversion Notice,
then in addition to all other remedies under this Note, the Holder shall be entitled to increase, by fifteen percent (15%) for
each occurrence, cumulative or otherwise, the discount to the Conversion Price shall apply for all future conversions under the
Note.


 




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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.
Notwithstanding anything to the contrary contained in this Note, subject to the terms of this Section, at any time during the period
beginning on the Issue Date and ending at Maturity (“Prepayment Termination Date”), Borrower shall have the right,
exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay up to the outstanding
balance on this Note (principal and accrued interest), in full, in accordance with this Section. 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 not more
than fifteen (15) Trading Days from the date of the Optional Prepayment Notice; and (3) the amount (in dollars) that the Borrower
is paying. Notwithstanding Holder’s receipt of the Optional Prepayment Notice the Holder may convert, or continue to convert
the Note in whole or in part until the Optional Prepayment Amount (as defined herein) is paid to the Holder. On the date fixed
for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount
(as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business
day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment
to the Holder of one hundred fifteen percent (115%) of the total amount outstanding under the Note including, but not limited to
all principal, interest, fees, and defaults (the “Optional Prepayment Amount”).





 




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1.10       Repayment
from Proceeds. While any portion of the outstanding Principal Amount and interest (including Default Interest) under this Note
are due and owing, if the Borrower receives cash proceeds from any source or series of related or unrelated sources, including
but not limited to, 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 such receipt, following which the Holder shall have the right in
its sole discretion to require the Borrower to immediately apply all or any portion 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. In the event that such proceeds are received by the Holder
prior to the Maturity Date, the required prepayment shall be subject to the terms of Section 1.9 herein.


 


ARTICLE II. RANKING AND CERTAIN COVENANTS


 





2.1       Ranking
and Security. The obligations of the Borrower under this Note shall be subordinate with respect to any and all Indebtedness
incurred as of or following the Issue Date.


 


2.2       Other
Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly
through any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with
(in priority of payment and performance) the Borrower’s obligations hereunder unless the proceeds of such Indebtedness are
used to pay off the interest and principal under this Note. As used in this Section 2.2, the term “Borrower” means
the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness
of the Borrower for borrowed money, but not including deferred purchase price obligations in place as of the Issue Date and as
disclosed in the SEC Documents or obligations to trade creditors incurred in the ordinary course of business, (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.


 


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 to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition, but otherwise
such consent shall not be unreasonably withheld, conditioned, or delayed.


 




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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 $150,000. 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
outside the ordinary course of business.


 


2.7       Section
3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or
arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of
the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(l0) of the Securities Act (a “3(a)(l0) Transaction”).
In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(l0)
Transaction while this note is outstanding, a liquidated damages charge of twenty-five percent (25%) of the outstanding principal
balance of this Note, but not less than Twenty-Five Thousand Dollars ($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 in a material respect; (b) sell, divest, change
the structure of any material assets other than in the ordinary course of business; or (c) enter into any variable rate transactions
or Merchant Cash Advance transactions except as in effect the date hereof. 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. Furthermore,
so long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with, any other person or entity with
respect to any Variable Rate Transaction or investment.


 


2.9       Non-circumvention.
The Borrower hereby covenants and agrees that the Borrower 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 Borrower of evidence reasonably satisfactory to the Borrower 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 Borrower in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower
shall execute and deliver to the Holder a new Note.


 




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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       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) reserve the Reserved Amount at all times; or (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 five (5) Trading Days after the Holder shall have delivered a Notice
of Conversion. It is an obligation of the Borrower to remain current in its 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 paid by the Borrower to the Holder within forty-eight (48) hours of
a demand from the Holder.





 


3.2       Breach
of Agreements and Covenants. The Borrower breaches any material agreement, covenant or other material term or condition contained
in the Purchase Agreement, this Note, the Irrevocable Transfer Agent Instructions or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith or therewith.


  


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


 


3.4       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.


 


3.5       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 $150,000.00, 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.


 


3.6       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.


 




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3.7      Delisting
of Common Stock. Once the Borrower obtains a listing, the Borrower should subsequently fail to maintain the listing of the
Common Stock on at least one of the Over-the-Counter Bulletin Board, the OTCQB Market, any level of the OTC Markets, or any level
of the Nasdaq Stock Market or the New York Stock Exchange (including the NYSE American).


 


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. It shall be an Event
of Default under this section if the Borrower shall file any Notification of Late Filing on Form 12b-25 with the SEC.


 


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 (2) years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder
with respect to this Note or the Purchase Agreement.


 


3.13    Reverse
Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.


 


3.14    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.


 


3.15    DTC
“Chill”. The DTC places a “chill” (i.e. a restriction placed by DTC on one or more of DTC’s services,
such as limiting a DTC participant’s ability to make a deposit or withdrawal of the security at DTC) on any of the Borrower’s
securities.


 


3.16    Illegality.
Any court of competent jurisdiction issues an order declaring this Note, the Purchase Agreement or any provision hereunder or thereunder
to be illegal.


 


3.17.   DWAC
Eligibility. In addition to the Event of Default in Section 3.16, the Common Stock is otherwise not eligible for trading through
the DTC’s Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs.


 


3.18    Variable
Rate Transactions; Dilutive Issuances. The Borrower (i) issues shares of Common Stock (or convertible securities or Purchase
Rights) pursuant to an equity line of credit of the Borrower or otherwise in connection with a Variable Rate Transaction (entered
into in the future) except for existing lines of credit or Variable Rate Transactions existing as of the date hereof; (ii) adjusts
downward the “floor price” at which shares of Common Stock (or convertible securities or Purchase Rights) may be issued
under an equity line of credit or otherwise in connection with a Variable Rate Transaction (or entered into in the future) except
for existing lines of credit or Variable Rate Transactions existing as of the date hereof; or (iii) a Dilutive Issuance is triggered
as provided in this Note.


 




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3.19       Bid
Price. Once the Borrower obtains a listing, the Borrower shall subsequently lose the “bid” price for its Common
Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including
the OTC Pink, OTCQB or an equivalent replacement marketplace or exchange).


 


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


 


3.21       Unavailability
of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, except due to the Holder’s
actions or inactions, 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.


 


3.22       Delisting
or Suspension of Trading of Common Stock. If, at any time on or after the Borrower obtains a listing, 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 any level of the OTC Markets, any tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American.


 


3.23       Holder’s
Right to Confession of Judgment. Upon the occurrence and during the continuation of any Event of Default, and in addition to
any other right or remedy of the Holder hereunder, under the Purchase Agreement 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 without notice to the Borrower to confess judgment against the Borrower for the unpaid amount of this Note as evidenced
by the Affidavit of Confession of Judgment signed by the Borrower as of the Issue Date and to be completed by the Holder or its
counsel pursuant to the foregoing power of attorney (which power is coupled with an interest), a copy of which is attached as Exhibit
B hereto (the “Affidavit”). The Affidavit 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 3.23, 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.


 


3.24       Rights
and Remedies Upon an Event of Default. Upon the occurrence and during the continuation of any Event of Default specified in
this Article III, this Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount (the “Default Amount”) equal to the Principal Amount then outstanding plus
accrued interest (including any Default Interest) through the date of full repayment multiplied by one hundred twenty-five percent
(125%). 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. Upon an uncured Event of Default, all amounts
payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are
expressly waived by the Borrower, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity, including, without limitation.


 




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3.25
    Default Monitoring Fee. Upon the occurrence of any Event of Default in this Article III, Borrower shall pay to Holder a
monitoring fee of $5,000.00 per month so long as any amount due is outstanding under this Note. Such monitoring fee shall be paid,
in Holder’s sole discretion, (i) in cash within five (5) business days of the end of the month in which the fee was charged;
or (ii) added as principal to the Note.


 


ARTICLE IV. MISCELLANEOUS


 


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


 


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


 


If to the Borrower, to:


 


TOUCHPOINT GROUP HOLDINGS, INC.

4300 Biscayne Boulevard, Suite 203

Miami, Florida 33137

Attention: Mark White

e-mail:


 


If to the Holder:


 


FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC

1040 First Avenue, Suite

190 New York, NY 10022

Attention: Eli Fireman


e-mail: eli@firstfirecapital.com 


 




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With a copy by e-mail only to
(which copy shall not constitute notice):


 


FABIAN VANCOTT

215 South State Street, Suite 1200

Salt Lake City, Utah 84111

Attn: Anthony Michael Panek


e-mail:
apanek@fabianvancott.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. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, 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
New York 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 state of New York or federal courts located in the state of New York. The Borrower
hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement,
certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action
or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby
or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.


 


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


 




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4.8       Purchase
Agreement. The Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower, the manner of handling such
excess to be at the Holder’s election.


 




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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 new security, 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 conversion discounts, prepayment rate, conversion lookback periods, interest
rates, and original issue discounts. If Holder elects to have the term become a part of the transaction documents with the Holder,
then the Borrower shall immediately deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to
the Holder (the “Acknowledgment”) within one (1) business day of Borrower’s receipt of request from Holder (the
“Adjustment Deadline”), provided that Borrower’s failure to timely provide the Acknowledgement shall not affect
the automatic amendments contemplated hereby. For avoidance of any doubt, the foregoing of this Section 4.14 shall not apply to
any financings by the Borrower made under its existing Regulation A and S-1 offerings. Nor shall this section apply to any adjustments
made to any of the Borrower’s securities issued prior to the date hereof.


 


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 five (5) Trading Days 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 three (3) Trading Days, 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.


 




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IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by its duly authorized officer on February 5, 2021.


 





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





  




    20 


     


    

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 Convertible Promissory Note
of the Borrower dated as of February 5, 2021 (the “Note”), as of the date written below. No fee will be charged
to the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


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


 





Name of DTC Prime Broker:

Account Number:


 


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


 


FIRSTFIRE GLOBAL OPPORTUNITIES
FUND LLC 


1040 First Avenue, Suite 


190 New York, NY 10022 


Attn: Eli Fireman 


e-mail: eli@firstfirecapital.com





 


	Date of Conversion:	   __________________
	Applicable Conversion Price:	$ Costs Incurred by the Undersigned to Convert
	the Note into Shares of Common Stock:	 
	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:	 
	 	__________________
	____________	 


 




     


     


    

EXHIBIT B


 


(see attached)