Exhibit 10.3


 


SERIES
B PREFERRED STOCK PURCHASE AGREEMENT


 


This
SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 14, 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”).


 


WHEREAS:


 


A.          The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”); and


 


B.           Buyer
desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, 63,000
shares of Series B Preferred Stock of the Company (“Series B Shares”) with the rights and preferences as set forth
on the Certificate of Designation of the Series B Preferred Stock attached hereto as Exhibit A (“Certificate
of Designation”).


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


		1.	Purchase
                                         and Sale of Series B Shares.



 


a.       Purchase
of Series B Shares. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company 63,000 Series B Shares with the rights and preferences as set forth in the Certificate of Designation.


 


b.       Form
of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay $63,000.00 for the Series B Shares to be issued
and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Series B Shares,
and (ii) the Company shall deliver such duly executed and authorized Series B Shares on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 


c.       Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date
and time of the issuance and sale of the Series B Shares pursuant to this Agreement (the “Closing Date”) shall be
12:00 noon, Eastern Standard Time on or about March 15, 2022, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to
by the parties.


 




     


     


    

 


2.             Buyer’s
Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.           The
Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized
and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization,
insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors,
and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or law).


 


b.           The
Buyer acknowledges its understanding that the offering and sale of the Series B Shares and the shares of common stock issuable
upon conversion of the Series B Shares (such shares of common stock being collectively referred to herein as the “Conversion
Shares” and, collectively with the Series B Shares, the “Securities”) is intended to be exempt from registration
under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation
D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:


 


i.       The
Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations
contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market
rise, or for sale if the market does not rise. The Buyer does not have any such intention.


 


ii.       The
Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration
provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement
or sales that are exempted under the 1933 Act.


 


iii.      The
Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a
view towards, or resale in connection with, any distribution of the Securities.


 


iv.      The
Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for
its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


v.       The
Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”)
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective
investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities.


 




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vii.
     The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed
them and understands the information contained therein, prior to the execution of this Agreement.


 


c.              The
Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic
and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its
Advisors.


 


d.             The
Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands
that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment.
Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors”
in the Company’s SEC filings.


 


e.             The
Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and
fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities
have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged,
assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities
laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities
are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless
all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the
Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted
by state securities laws and the provisions of this Agreement.


 


f.              The
Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects
of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any.


 


g.             The
Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an
authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii)
no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in
connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication
published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or
generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any
general solicitation or general advertising; or (C) observe any website or filing of the Company with the SEC in which any
offering of securities by the Company was described and as a result learned of any offering of securities by the
Company.


 




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h.             The
Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the
like relating to this Agreement or the transactions contemplated hereby.


 


 i.              The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.




  


j.              Legends.
The Buyer understands that until such time as the Securities have been registered under the 1933 Act or may be sold pursuant to
an applicable exemption from registration, the Securities shall bear a restrictive legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from
registration without any restriction as to the number of securities as of a particular date that can then be immediately sold,
or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel
in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under
the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell
all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline
(as defined in the Certificate of Designation), it will be considered an Event of Default (as defined in the Certificate of Designation).


 






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3.             Representations
and Warranties of the Company. The Company represents and warrants to the Buyer that:


 





a.       Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,
in which the Company owns, directly or indirectly, any equity or other ownership interest.


 


b.       Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and
to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof
and thereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated
hereby and thereby (including without limitation, the issuance of the Series B Shares and the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board
of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required,
(iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign this Agreement and the other documents executed
in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery
by the Company of the Series B Shares, each of such instruments will constitute, a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except
as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or law).


 


c.       Capitalization.
As of the date hereof, the authorized common stock of the Company consists of 1,750,000,000 authorized shares of common
stock, $0.0001 par value per share, of which 346,118,883 shares are issued and outstanding and 50,000,000 shares of preferred
stock, $0.0001 par value per share of which 200,000 is designated as Series A-1 Preferred Stock. On or prior to the Closing
Date, the Certificate of Designation shall be filed with the Delaware Secretary of State authorizing 1,000,000 Series B
Shares with an initial stated value of $1.00. All of such outstanding shares of capital stock are duly authorized, validly
issued, fully paid and non-assessable.


 


d.       Issuance
of Securities. The Securities upon issuance will be validly issued, fully paid and non-assessable, and free from all taxes,
liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e.       No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and reservation
for issuance of the Conversion
Shares) will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation, as amended or By-laws,
or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice
or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are
subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect (as defined herein)). The businesses of the Company
and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities,
in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material
adverse effect on the business, operations, assets or financial condition of the Company or its Subsidiaries, if any, taken as
a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.


 




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f.       SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter
referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete
copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended,
as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and
the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at
the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated
under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included
in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States
generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 




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g.       Absence
of Certain Changes. Since September 30, 2021, except as set forth in the SEC Documents, there has been no material adverse
change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition,
results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.


 


h.       Absence
of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of
the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers
or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing.


 


i.       No
Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the
Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


j.       No
Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


		4.	COVENANTS.



 


a.       Best
Efforts. The Company shall use its commercially reasonable efforts to satisfy timely each of the conditions described in Section
7 of this Agreement.


 


b.       Form
D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of the closing
of the transactions contemplated by this Agreement.


 


c.       Use
of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.       Expenses.
At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse
Buyer’s expenses for Buyer’s legal fees and due diligence fee in an amount not to exceed $3,000.00.


 




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e.       Corporate
Existence. So long as the Buyer beneficially owns any Series B Shares, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.


 


f.       Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Certificate of Designation.


 


g.       Failure
to Comply with the 1934 Act/Negative Designation Removal. So long as the Buyer beneficially owns any Series B Shares, the
Company shall comply with the reporting requirements of the 1934 Act; the Company shall continue to be subject to the reporting
requirements of the 1934 Act; and, if OTCMarkets.com designates the Company as “Caveat Emptor” or “Shell Risk”
(collectively, “Negative Designation”), the Company shall immediately cause OTCMarkets.com to remove such designation
(any Negative Designation shall in any case be removed from OTCMarkets within five (5) days or such failure shall be an Event
of Default pursuant to the Note); any breach of the foregoing shall be considered an event of default under the Certificate of
Designation.


 


h.       Trading
Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer
agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with
respect to the common stock of the Company.


 


i.       The
Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that solely with respect to the
transactions contemplated by this agreement and services, if any, provided by the Buyer to the Company, the Buyer has not: (i)
acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv)
conducted any other professional market activities such as providing investment advice, extending credit and lending securities
in connection; and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.


 


5.            Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates,
registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time
by the Buyer to the Company upon conversion of the Series B Shares in accordance with the terms of the Certificate of
Designation (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace
its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable
Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the
provision to irrevocably reserve shares of common stock in the Reserved Amount (as defined in the Certificate of Designation)
signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the
1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such
certificates shall bear the restrictive legend specified in Section 2(j) of this Agreement. The Company warrants that: (i) no
instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the
Company to its transfer agent and that the Securities shall otherwise be freely transferable on
the books and records of the Company as and to the extent provided in this Agreement and the Certificate of Designation; (ii)
it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant
to the Certificate of Designation or this Agreement as and when required by thereby; and (iii) it will not fail to remove (or
direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend
(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the
Buyer upon conversion of the Series B Shares of or otherwise pursuant to the Certificate of Designation or this Agreement as and
when required thereby. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion
of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or
transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in
the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive
legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5, that
the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.


 




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6.            Conditions
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Series B Shares to
the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 


a.
      The Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.
      The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.       The
representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.       No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 




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7.            Conditions
to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Series B Shares at the
Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these
conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.
      The Company shall have executed this Agreement and delivered the same to the Buyer.


 


b.       The
Company shall have delivered to the Buyer the Series B Shares by way of book entry as confirmed by the Company’s transfer
agent in accordance with Section 1(b) above.


 


c.       The
Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged
in writing by the Company’s Transfer Agent.


 


d.       The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date)
and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer
shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing
Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited
to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.


 


e.       No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f.       No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including, but not
limited, to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act
reporting obligations.


 


g.       The
Company’s transfer agent shall be engaged to act as the transfer agent for the Series B Preferred Shares.


 


h.       The
Certificate of Designation shall be properly authorized and filed with the Secretary of State of the State of Delaware and declared
effective.


 




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		8.	Governing
                                         Law; Miscellaneous.



 


a.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the Eastern District
of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid
or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement, the Series B Shares, the Certificate of Designation or any related document or agreement by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law.


 


b.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party.


 


c.       Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


d.       Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


e.       Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the parties hereto.


 




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f.       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first (1st) business day following such delivery (if delivered other than on
a business day during normal business hours where such notice is to be received) or (b) on the second (2nd) business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt
of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this
Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite
214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide
notice to the other party of any change in address.


 


g.       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other.


 


h.       Survival
and Indemnification. The representations and warranties and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the either party. The
Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses
as they are incurred. The Buyer agrees to indemnify and hold harmless the Company and all their officers, directors, employees
and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Buyer of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


i.       Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 




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j.       No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


k.       Remedies.
Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, each party acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by the other party of the provisions of this Agreement, that the non-breaching party shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 





	Touchpoint Group Holdings, Inc.	 
	 	 	 
	By:	 	 
	Name: Martin Ward	 
	Title:Chief Financial Officer	 










 





	GENEVA
    ROTH REMARK HOLDINGS, INC.	 
	 	 
	By: 	//s/ Curt
    Kramer	 
	Name: Curt
    Kramer 	 
	Title: President	 


 


AGGREGATE
SUBSCRIPTION AMOUNT:        


 


	Number
    of Series B Preferred Shares purchased	63,000
	Aggregate
    Purchase Price:	$63,000.00




 


 




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EXHIBIT
A


Certificate
of Designation


 


See
attached.


 








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