EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of May 23, 2007, by and between MOBICLEAR INC., a corporation organized and existing under the laws of the State of Pennsylvania (the "Company"), and ANDERS...Employment Agreement • June 14th, 2007 • Mobiclear Inc. • Telephone & telegraph apparatus • Pennsylvania
Exhibit 10.16 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 15, 2002, by and among BICO, Inc, a Pennsylvania corporation, with headquarters located at 2275 Swallow Hill Road, Bldg. 2500,...Securities Purchase Agreement • February 21st, 2002 • Bico Inc/Pa • Electromedical & electrotherapeutic apparatus • Pennsylvania
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 23, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
RECITALS --------Settlement Agreement • April 4th, 2005 • Bico Inc/Pa • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENT between ONE HORIZON GROUP, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ONE HORIZON GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2015 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
The undersigned, One Horizon Group, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of One Horizon Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Exhibit 10.18 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of February 15, 2002 ("Escrow Agreement") is by and between J.P. Carey Asset Management a Georgia corporation ("Depositor"), BICO, Inc., a Pennsylvania corporation ("BICO"), and Houston...Escrow Agreement • February 21st, 2002 • Bico Inc/Pa • Electromedical & electrotherapeutic apparatus • Pennsylvania
Exhibit 10.17 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 15, 2002, by and among BICO, Inc., a Pennsylvania corporation, with headquarters at 2275 Swallow Hill Road, Building 2500, Pennsylvania...Registration Rights Agreement • February 21st, 2002 • Bico Inc/Pa • Electromedical & electrotherapeutic apparatus • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 10, 2021, is entered into by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the "Company"), and QUICK CAPITAL, LLC, a Wyoming limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2017 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2017, between One Horizon Group, Inc. a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”)
COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC.Common Stock Purchase Warrant • October 27th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $71,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), 100,000,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 18, 2022, by and amo
SECURITY AGREEMENTSecurity Agreement • October 27th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This SECURITY AGREEMENT, dated as of October 18, 2022 (this “Agreement”), is among TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2017 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2017, between One Horizon Group, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of March 16, 2008, by and between MOBICLEAR INC., a corporation organized and existing under the laws of the State of Pennsylvania (the "Company"), and...Employment Agreement • March 24th, 2008 • Mobiclear Inc. • Telephone & telegraph apparatus • Pennsylvania
EXHIBIT 10.5 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of January 1, 2007, by and between MOBICLEAR INC., a corporation organized and existing under the laws of the State of Pennsylvania (the "Company"), and Lim...Employment Agreement • April 2nd, 2007 • Mobiclear Inc. • Telephone & telegraph apparatus • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2014 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December [ ], 2010 by and among One Horizon Group, Inc. a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 9th, 2019 • One Horizon Group, Inc. • Telephone & telegraph apparatus • Delaware
Once the EPA has been drawn down in full, the Investor agrees to provide written notification (an email being acceptable) to the Transfer Agent that the remaining reserved shares may be released. The Investor agrees to provide a copy of all Put Notices to the Company at the time the Put Notice is submitted to the Transfer Agent. The terms of these Irrevocable Transfer Agent Instructions are non-assignable and may not be transferred for the benefit of any third party without the express written consent of the Company. Any attempted assignment or transfer without such written consent shall be deemed void from its inception and shall have no legal effect. The Company hereby represents and warrants that the Investor is aware of, and agrees to, the provisions of these Instructions in connection with the transaction which led to execution of these Instructions and the EPA.
FORM OF COMMON STOCK PURCHASE WARRANT One Horizon Group, Inc.One Horizon Group, Inc. • November 2nd, 2017 • Telephone & telegraph apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bespoke Growth Partners, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2017 (the “Termination Date”) but not thereafter, to subscribe for and purchase from One Horizon Group, Inc., a Delaware corporation (the “Company”), up to 833,334 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC.Common Stock Purchase Warrant • April 21st, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $275,000.00 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), 75,000,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 11, 2022, by and among
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2020 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2020, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Boulevard, Suite 203, Miami, Florida 33137 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 18, 2022, by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation, with headquarters located at 4300 Biscayne Blvd, Suite 203, Miami, Florida 33137 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2015 • One Horizon Group, Inc. • Telephone & telegraph apparatus • Delaware
This Indemnification Agreement, dated as of March 24, 2015, is made by and between One Horizon Group, Inc., a Delaware corporation (the “Company”), and Brian Collins, a director of the Company (the “Indemnitee”).
ContractOne Horizon Group, Inc. • January 23rd, 2015 • Telephone & telegraph apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
STANDBY EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • March 22nd, 2021 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This standby equity commitment agreement is entered into as of March 15, 2021 (this "Agreement"), by and between Touchpoint Group Holdings Inc., a Delaware corporation (the "Company"), and MacRab LLC, a Florida limited liability company (the "Investor").
RECITALSStock Purchase and Recapitalization Agreement • July 7th, 2006 • Bico Inc/Pa • Telephone & telegraph apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2014 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 21, 2014 by and among One Horizon Group, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • April 8th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • New York
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 7, 2022, by and between Touchpoint Group Holdings, Inc., a Delaware corporation, with its address at 4300 Biscayne Blvd, Suite 203, Miami, FL 33137 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2011 • Intelligent Communication Enterprise Corp • Telephone & telegraph apparatus • Pennsylvania
EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of June 1, 2011, by and between INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION, a corporation organized and existing under the laws of the State of Pennsylvania (the “Company” or “ICE Corp”), and VICTOR JEFFERY, an individual residing at Suite 1802, 88 Hing Fat Street, Causeway Bay, Hong Kong (the “Executive”).
STOCK PURCHASE AND RECAPITALIZATION AGREEMENTStock Purchase and Recapitalization Agreement • February 23rd, 2006 • Bico Inc/Pa • Telephone & telegraph apparatus • New York
This Agreement this 17th day of February 2006 by and among Vegas Wireless Acquisition, Inc., a company incorporated pursuant to the laws of Ontario, Canada and wholly owned subsidiary of Parent ("Buyer"); BICO, Inc., a Pennsylvania corporation ("Parent"); and Vegas Wireless Entertainment, Inc. a company incorporated pursuant to the laws of Ontario, Canada (the "Company").
ContractSubscription Agreement • July 25th, 2014 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), BUT HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON REGULATION S UNDER THE 1933 ACT AND ARE ONLY OFFERED TO NON U.S. PERSONS PURSUANT TO THAT REGULATION. TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. ANY HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. THE ISSUER OF THESE SECURITIES WILL NOT REGISTER ANY TRANSFER OF THESE SECURITIES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROP
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2018 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This Subscription Agreement (this “Agreement”) is dated as of September 19, 2018, between One Horizon Group, Inc., a Delaware corporation (the “Company”), and the person and/or entity identified on the signature page hereto (“Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 2021 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of December 14, 2021 (the “Effective Date”), by and between Marko Radisic (the “Purchaser”) and Touchpoint Group Holdings, Inc. (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2005 • Bico Inc/Pa • Surgical & medical instruments & apparatus • California
EMPLOYMENT AGREEMENT, dated as of October 1, 2004, by and between cXc Services, Inc. a Delaware corporation (the "Company"), and Richard Rundles ("Executive").
ESCROW AGREEMENTEscrow Agreement • August 10th, 2018 • One Horizon Group, Inc. • Telephone & telegraph apparatus
ESCROW AGREEMENT, dated as of August 10, 2018 (this “Agreement”), by and among One Horizon Group, Inc., a Delaware corporation (the “Company”), Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung (collectively, the (“Stockholders”), and Mandelbaum Salsburg P.C. (the "Agent").
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2017 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 8, 2017 (the “Commencement Date”), between One Horizon Group, Inc., a Delaware corporation having an office at 34 South Molton Street, London W1K 5RG, UK (the “Company”), and Mark White, having an address as set forth on the signature page (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2018 • One Horizon Group, Inc. • Telephone & telegraph apparatus • New York
This Agreement (this “Agreement”), dated as of March 29, 2018 (the “Effective Date”), between One Horizon Group, Inc., a Delaware corporation having an office at 34 South Molton Street, London W1K 5RG, UK (the “Company”), and Mark White, having an address as set forth on the signature page (the “Executive”).
