SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 7, 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”).
COMMON STOCK PURCHASE WARRANT TOUCHPOINT GROUP HOLDINGS, INC.Security Agreement • September 30th, 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 $225,000.00 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”), 168,750,000 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 June 7, 2022, by and among
SECURITY AGREEMENTSecurity Agreement • September 30th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus • Delaware
This SECURITY AGREEMENT, dated as of June 7, 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”).
GLOBAL AMENDMENTGlobal Amendment • September 30th, 2022 • Touchpoint Group Holdings Inc. • Telephone & telegraph apparatus
THIS GLOBAL AMENDMENT to the Transaction Documents (as defined below) (the “Amendment”) is entered into as of September 21, 2022 (the “Effective Date”), by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
