DSGT DSG Global Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

Effective as at September 13, 2021, DSG Global Inc (“we”, “us”, “our”, the “Company”) entered into a securities purchase agreement (the “SPA”) with Tiger Trout Capital Puerto Rico LLC. Pursuant to the SPA, Tiger Trout Capital has agreed to provide us with cash proceeds of $2,000,000, which amount was funded on September 21, 2021. In exchange, we issued to Tiger Trout Capital an unsecured 90 day promissory note in the principal amount of $2,400,000 (the “Note”), which amount is inclusive of a $400,000 original issue discount, and which bears interest at 9% per annum. No interest will accrue for the first 45 days following the funding date provided that, if the Note is not paid in full before December 20, 2021, an additional $100,000 of guaranteed interest will be added to the Note. An additional $100,000 of guaranteed interest will be added to the Note on the 20^th day of each succeeding month during which any portion of the Note (including principal and accrued interest) remains unpaid. All principal and interest will become payable within 2 business days following the earlier of June 20, 2022 , and our receipt of the first $2,500,000 in proceeds from capital raised through the efforts of Maxim Group LLC (including but not limited to proceeds raised our potential firm commitment underwritten public offering registered on Form S-1 (SEC Registration No. 333-255409). Principal or interest on the Note which is not paid when due or during any other period of default will bear interest 24% per annum.

The holder of the Note will be entitled, upon the occurrence and for the duration of any default by the Company in respect of the Note, to convert any then outstanding principal or interest into common shares of the Company at the price that is equal to a 40% discount to the lowest trading price of the Company’s common shares during the 30 day trading period prior to the conversion date.