IPSI Innovative Payment Solutions Inc (QB)

Item 8.01 Other Events.

Effective July 8, 2022 (the “Effective Date”), Innovative Payment Solutions, Inc. (the “Company”) entered into an Endorsement Agreement (the “Endorsement Agreement”) with Pez-Mar, Inc., a California corporation (“Lender”) to furnish the services (the “Services”) of Mario Lopez (“Lopez”). Pursuant to the Endorsement Agreement, Lopez will act as a Company spokesperson in connection with the promotion, advertisement and endorsement of the Company’s physical and virtual payment processing and money remittance business and the Company’s related products and services.

The Endorsement Agreement has a term of two (2) years from the Effective Date (the “Term”), which is subject to earlier termination on customary terms and conditions. The parties have agreed to certain deliverables of Lopez during the term of the agreement, including with respect to social media posts, television commercials, interviews and photo shoots. The Endorsement Agreement also contains other customary terms, covenants and conditions, including representations and warranties, restrictions on endorsements of competitive products during the Term, confidentiality, indemnification, and Lender and Lopez’s independent contractor status.

As compensation for the Services, Lender/Lopez or their designees will be paid the following: (i) a cash endorsement fee of Three Hundred Thousand U.S. Dollars ($300,000 USD), payable as follows: (i) One Hundred Twenty-Five Thousand Dollars ($125,000) upon execution of the Endorsement Agreement, (ii) One Hundred Twenty-Five Thousand Dollars ($125,000) quarterly during the Term, beginning on the 90^th day following the Effective Date, and (iii) Fifty Thousand Dollars ($50,000) on or prior to the first anniversary of the Effective Date and (ii) warrants (“Warrants”) exercisable for an aggregate of Fifteen Million (15,000,000) shares of the common stock of the Company (“Shares”) at a price of $0.0345 per Share (the “Exercise Price”). The Warrants shall have a three (3) year term commencing from the Effective Date. The right to exercise the Warrants shall be subject to vesting during the Term but shall vest in full upon the consummation of a fundamental transaction involving the Company or upon certain termination events provided for in the Endorsement Agreement. The Exercise Price may be payable via “cashless exercise”, unless the underlying Shares are registered under an effective registration statement under the Securities Act of 1933, as amended. The Shares are subject to certain “piggyback” registration rights.