Item 1.01 Entry into a Material De?nitive Agreement.

On January 27, 2021 Singlepoint Inc. (the "Company") entered into a Note Settlement Agreement (the "Agreement") with Iliad Research and Trading, L.P., a Utah limited partnership ("Iliad"), and UAHC Ventures LLC, a Nevada limited liability company ("UAHC Ventures", and together with Iliad, "Lender") to settle certain outstanding Notes (as defined below).

Below is a description of the material terms of the Agreement (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the related agreement).

The Agreement provides for the settlement of (i) the Secured Convertible Promissory Note dated October 6, 2017 in the original principal amount of $670,000.00 issued to UAHC Ventures (the "UAHC Ventures Note"), and (ii) the Secured Convertible Promissory Note dated November 5, 2018 in the original principal amount of $5,520,000.00 issued to Iliad (the "Iliad Note", and together with the UAHC Ventures Note, the "Notes").

UAHC Ventures delivered a Redemption Notice to the Company pursuant to the terms of the UAHC Ventures Note, whereby the Company agreed to issue to UAHC Ventures 30,000,000 shares of Common Stock (the "Redemption Conversion Shares") in accordance with and in the manner and within the timeframes prescribed in Sections 8 and 10 of the UAHC Ventures Note.

Iliad delivered a Conversion Notice to the Company pursuant to the terms of the Iliad Note, pursuant to which the Company agreed to issue to Iliad 100,000,000 shares of Common Stock (along with the Redemption Conversion Shares, hereinafter referred to as the "Shares") in accordance with and in the manner and within the timeframes prescribed in Section 3 of the Iliad Note.

Lender agreed, with respect to the Shares, in any given calendar week its Net Sales (as defined below) of such Shares shall not exceed five percent (5%) of Borrower's weekly dollar trading volume in such week (which, for purposes hereof, means the number of shares of Borrower's common stock traded during such calendar week multiplied by the volume weighted average price per share for such week). The term "Net Sales" means the gross proceeds from sales of the Shares sold in a calendar week minus any trading commissions associated with selling such Shares.

Upon receipt of the Shares by the Lender the Company is deemed to have paid the entire outstanding balances of each of the Notes in full, the Company shall have no further obligations under the Notes, the Notes will terminate and be deemed to be of no further force or effect, and the parties shall be released from all obligations, definitions, representations and commitments therein.






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The foregoing summary of terms is subject to, and qualified in its entirety, by the documents attached hereto as Exhibits 10.1, which are incorporated herein by reference.

The foregoing issuance of Shares was not registered under the Securities Act of 1933 and was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following documents are filed as Exhibits:





Exhibit    Description
  10.1       Note Settlement Agreement dated as of January 27, 2021 by and among
           Iliad Research and Trading, L.P., UAHC Ventures LLC, and Singlepoint
           Inc.





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