SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2021 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 29, 2021, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2021, is entered into by and between TOUCHPOINT GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (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”).
COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC.Common Stock Purchase Warrant • November 9th, 2021 • 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 promissory note in the principal amount of $540,000.00 to the Holder (as defined below) of even date) (the “Note”), Talos Victory Fund, LLC, a Delaware limited liability company (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”), 15,810,000 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 November 3, 2021, by and among the
