Exhibit
10.18


 





NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


Touchpoint
Group Holdings, Inc.


PROMISSORY
NOTE


 


	 	 
	Issue Date: March 17, 2021	Original Principal
    Amount: US$165,000
	Note No. TGHI 2	Purchase Price: US$150,000.00


 


FOR
VALUE RECEIVED, Touchpoint Group Holdings, Inc., a Delaware corporation (the "Company"), hereby promises
to pay to the order of Jefferson Street Capital LLC, a New Jersey limited liability company or registered assigns (the "Holder")
the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption
or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding
Principal at the applicable Interest Rate from the date set out above as the Issue Date (the "Issue Date") until
the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in
accordance with the terms hereof).


 


The
Original Principal Amount is US$165,000.00 (one hundred sixty-five thousand) plus accrued and unpaid interest and any other fees.
The Purchase Price is US$150,000.00 (one hundred fifty thousand) payable by wire transfer (there exists a US$15,000.00 original
issue discount (the “OID”)). The Holder shall pay US$150,000.00 as the Purchase Price upon closing of this Note.


 


(1)          GENERAL
TERMS


 


(a)         Payment
of Principal. The "Maturity Date" shall be nine months from the date of closing, as may be extended at the
option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and
be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be
continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure
to cure would result in an Event of Default.


 


(b)         Interest.
A one-time interest charge of eight percent (8%) (“Interest Rate”) shall be applied on the Issue Date to the
Original Principal Amount. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder
or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes
in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied.


 


(c)         Security.
This Note shall not be secured by any collateral or any assets pledged to the Holder


 




     


     


    

(2)          EVENTS
OF DEFAULT.


 


(a)           An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body):


 


(i)          The Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note
(including, without limitation, the Company's failure to pay any redemption payments or amounts hereunder);


 


(ii)         A Conversion Failure as defined in section 3(b)(ii)


 


(iii)        The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary
of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company
shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the
foregoing;


 


(iv)        The Company or any subsidiary of the Company shall default in any of its obligations under any other Note or any mortgage, credit
agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or
by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring
arrangement of the Company or any subsidiary of the Company in an amount exceeding $50,000, whether such indebtedness now exists
or shall hereafter be created; and


 


(v)         The Common Stock is suspended or delisted for trading on the Over the Counter OTCQB Venture Marketplace or OTCPink Open Marketplace
(the “Primary Market”).


 


(vi)        The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.


 


(vii)       The Company loses its status as “DTC Eligible.”


 


(viii)      The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities
& Exchange Commission.


 




    2 


     


    

(ix)       The
Company shall fail to reserve and keep available out of its authorized Common Stock a number of shares equal to at least 3 (three)
times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note.


 


(b)         Upon
the occurrence of any Event of Default that has not been cured within five calendar days from the date of the Event of Default
(a “Cure Failure”), the Outstanding Balance shall immediately increase to 135% of the Outstanding Balance immediately
prior to the occurrence of the Event of Default (the “Default Effect”) and a daily penalty of $500 (five hundred)
will accrue until the default is remedied. The Default Effect shall automatically apply upon the occurrence of an Event of Default
without the need for any party to give any notice or take any other action. Upon the occurrence of any Event of Default, the Note
shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,
an amount equal to the Outstanding Balance, all without demand, presentment or notice, all of which hereby are expressly waived,
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.


 


(3)           CONVERSION
OF NOTE. The Holder shall have the right, but not the obligation, to convert the Outstanding Balance into shares of the Company's
Common Stock, on the terms and conditions set forth in this Section 3.


 


(a)          Conversion
Right. Subject to the provisions of Section 3(c), at any time or times, the Holder shall be entitled to convert any portion
of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in
accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion
of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the
Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would
result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock
up to the nearest whole share. The Company shall pay any and all transfer agent fees, legal fees, costs and any other fees or
costs that may be incurred or charged in connection with the issuance of shares of the Company’s Common Stock to the Holder
arising out of or relating to the conversion of this Note.


 


(i)           "Conversion Amount" means the portion of the Original Principal Amount and Interest to be converted, plus any
penalties, redeemed or otherwise with respect to which this determination is being made.


 


(ii)          "Conversion Price" shall equal $0.03 (three) cents, subject to adjustment as provided in this Note.


 


(b)           Mechanics
of Conversion.


 


(i)       Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"),
the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY
Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion
Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the
"Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common
Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided
that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities
Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's
or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the
Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock
to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule
144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal
portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and
in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder
a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common
Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares
of Common Stock upon the transmission of a Conversion Notice.


 




    3 


     


    

 





(ii)             
Company's Failure to Timely Convert. If within two (2) Trading Days after the Company's receipt of the facsimile or email
copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST” electronic transfer
the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a
"Conversion Failure"), the Original Principal Amount of the Note shall increase by $1,000 per day until the Company
issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder’s and Company’s
expectation that any damages will tack back to the Issue Date). Company will not be subject to any penalties once its transfer
agent processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with the timeframe stated
in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind
any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion
amount returned to the Outstanding Balance with the rescinded conversion shares returned to the Company (under Holder’s
and Company’s expectations that any returned conversion amounts will tack back to the original date of the Note).


 


(iii)           
DTC Eligibility & Sub-Penny. If the Company fails to maintain its status as “DTC Eligible” for any reason,
or, if the price per share of the Common Stock is less than $0.01 at any time, the Principal Amount of the Note shall increase
by twenty thousand dollars ($20,000) (under Holder’s and Company’s expectation that any Principal Amount increase
will tack back to the Issue Date).


 


(iv)           
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which
notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder
and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall
use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this
Note upon conversion.


 


(c)
Limitations on Conversions or Trading.


 


(i)             Beneficial
Ownership. The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any
portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect
to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own
(as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of
the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment
of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold
at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in
excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned
by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction
contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible
shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount
of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in
the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the
conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a)
and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this
Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall
be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the
closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported
on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon
not less than 65 days prior written notification to the Company.


 




    4 


     


    

 


 


(ii)       Capitalization.
So long as this as this Note is outstanding, upon written request of the Holder, the Company shall furnish to the Holder the
then-current number of common shares issued and outstanding, the then-current number of common shares authorized, and the then-current
number of shares reserved for third parties.


 


(d)
Other Provisions.


 


(i)        Share
Reservation. The Company shall at all times reserve and keep available out of its authorized Common Stock a number of shares
equal to at least 2 (two) times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts
under this Note; and within 3 (three) Business Days following the receipt by the Company of a Holder's notice that such minimum
number of shares of Common Stock is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common
Stock to comply with such requirement.


 


(ii)       Prepayment.
The Company may prepay this Note at anytime without penalty.


 


(iii)      All
calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 


(iv)      Nothing
herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the
Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein
and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security.
The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.


 


(4)       PIGGYBACK
REGISTRATION RIGHTS. The Company shall include on the current registration statement the Company has with SEC (or on the subsequent
registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure
to do so will result in liquidated damages of 15% of the outstanding principal balance of this Note, but not less than $20,000,
being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this
Note.


 




    5 


     


    

(5)         
Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries
of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security
that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more
favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder. 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, conversion lookback periods, interest rates, original issue discounts, stock sale price,
private placement price per share, and warrant coverage. Financings in which the Company receives proceeds of one million dollars
or greater or excluded from the Terms of Future Financings.


 


(6)          REISSUANCE
OF THIS NOTE.


 


(a)          Assignability. The Company may not assign this Note. This Note will be binding upon the Company and its successors and
will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing
without Company’s approval.


 


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


 


(7)          NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii)
upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be those set forth in the communications and documents that each party has provided the other immediately preceding the
issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change.
Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically
or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image
of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 




    6 


     


    

The
addresses for such communications shall be:



 


If to the Company, to:


 


Touchpoint
Group Holdings, Inc.

4300 Biscayne Blvd., Suite 203

Miami, Florida 33137


 


If
to the Holder:


 


Jefferson
Street Capital LLC

720 Monroe Street, C401B

Hoboken, New Jersey 07090


 


(8)               
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of Nevada,
without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the city
of New York, in the State of New York. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction
of such courts.


 


(9)               
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to
insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be
in writing.


 


(10)           
LIQUIDATED DAMAGES. Holder and Company agree that in the event Company fails to comply with any of the terms or provisions
of this Note, Holder's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties'
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly,
Holder and Company agree that any fees, balance adjustments, default interest or other charges assessed under this Note are not
penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Holder's and Company's
expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period
under Rule 144).


 


(11)           
ADJUSTMENT DUE TO DILUTIVE ISSUANCE. If, at any time when this Note is issued and outstanding, the Holder issues or sells,
or in accordance with this Section 11 hereof is deemed to have issued or sold, except for shares of Common Stock issued directly
to vendors or suppliers of the Holder in satisfaction of amounts owed to such vendors or suppliers (provided, however, that such
vendors or suppliers shall not have an arrangement to transfer, sell or assign such shares of Common Stock prior to the issuance
of such shares), any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable
expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect
on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately
upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the
Holder in such Dilutive Issuance.


 


The
Holder shall be deemed to have issued or sold shares of Common Stock if the Holder in any manner issues or grants any warrants,
rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to
purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”)
(such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”)
and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price
then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the
“price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i)
the total amount, if any, received or receivable by the Holder as consideration for the issuance or granting of all such Options,
plus the minimum aggregate amount of additional consideration, if any, payable to the Holder upon the exercise of all such Options,
plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional
consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible
or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming
full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the
actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities
issuable upon exercise of such Options.


 




    7 


     


    

Additionally,
the Holder shall be deemed to have issued or sold shares of Common Stock if the Holder in any manner issues or sells any Convertible
Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and
the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then
in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price
per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount,
if any, received or receivable by the Holder as consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the Holder upon the conversion or exchange thereof
at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of
Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion
Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.


 


[Signature
Page Follows]


  




    8 


     


    

IN
WITNESS WHEREOF, the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date
set forth above.





	 	 	 
	 	COMPANY:
	 	 	 
	 	Touchpoint Group Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	 
	 	Name: Mark White
	 	 	 
	 	Title: Chief Executive Officer


 


[Signature
Page to Promissory Note]


 




     


     


    

EXHIBIT
A  


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) together with
$________________________  of accrued and unpaid interest thereto, totaling $______________ 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 “Holder”), according to the conditions of the
convertible note of the Holder dated as of March 17, 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 At Custodian 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:







	 	 
	Name:
    [NAME]	 
	Address:
    [ADDRESS]	 
	 	 
	Date
    of Conversion:	___________________________
	Applicable
    Conversion Price:	$
	Number
    of Shares of Common Stock to be Issued	 
	Pursuant
    to Conversion of the Notes:	___________________________
	Amount
    of Principal Balance Due remaining	 
	Under
    the Note after this conversion:	___________________________
	Accrued
    and unpaid interest remaining:	___________________________
	 	 
	[HOLDER]	 
	 	 
	By:
    _______________________________	 
	Name:
    [NAME]	 
	Title:
    [TITLE]	 
	Date:
    [DATE]