Exhibit
10.6 


 





GLOBAL
AMENDMENT


 


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”).


 


BACKGROUND


 


A.    The
Company and Holder are the parties to that certain promissory note in the principal amount of $810,000.00 (the “First Note”),
securities purchase agreement (the “First Agreement”), and Warrant (as defined in the First Agreement) all dated October
29, 2021 (collectively, and as amended from time to time, the “First Transaction Documents”), as well as that certain
amendment #1 to the First Transaction Documents dated March 25, 2022 (the “First Transaction Documents Amendment”);
and


 


B.    
The Company and Holder are the parties to that certain promissory note in the principal amount of $625,000.00 (the “Second
Note”), securities purchase agreement (the “Second Agreement”), and Warrants (as defined in the Second Agreement)
all dated March 28, 2022 (collectively, and as amended from time to time, the “Second Transaction Documents”), as
well as that certain amendment #1 to the Second Note dated April 4, 2022 (the “Second Transaction Documents Amendment”);
and


 


C.    The
Company and Holder are the parties to that certain promissory note in the principal amount of $275,000.00 (the “Third Note”),
securities purchase agreement (the “Third Agreement”), and Warrants (as defined in the Third Agreement) all dated
April 11, 2022 (collectively, and as amended from time to time, the “Third Transaction Documents”); and


 


D.     The
Company and Holder are the parties to that certain promissory note in the principal amount of $225,000.00 (the “Fourth Note”),
securities purchase agreement (the “Fourth Agreement”), and Warrants (as defined in the Fourth Agreement) all dated
June 7, 2022 (collectively, and as amended from time to time, the “Fourth Transaction Documents”); and


 


E.    
The Company and Holder are the parties to that certain promissory note in the principal amount of $115,000.00 (the “Fifth
Note”), securities purchase agreement (the “Fifth Agreement”), and Warrants (as defined in the Fifth Agreement)
all dated July 18, 2022 (collectively, and as amended from time to time, the “Fifth Transaction Documents”); and


 


F.     The
Parties desire to amend the First Transaction Documents, Second Transaction Documents, Third Transaction Documents, Fourth Transaction
Documents, Fifth Transaction Documents (collectively, the “Transaction Documents”) as set forth expressly below.


 


NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.             
Section 2 of the First Transaction Documents Amendment shall be deleted in the entirety and no longer applicable to the First
Transaction Documents.


 


2.             
Section 8(q) of the Second Agreement shall be deleted in the entirety and no longer applicable to the Second Transaction Documents.


 


3.             
Section 8(q) of the Third Agreement shall be deleted in the entirety and no longer applicable to the Third Transaction Documents.


 


4.             
Section 8(q) of the Fourth Agreement shall be deleted in the entirety and no longer applicable to the Fourth Transaction Documents.


 


5.             
Section 8(q) of the Fifth Agreement shall be deleted in the entirety and no longer applicable to the Fifth Transaction Documents.


 


6.             
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Transaction Documents. Except as specifically modified hereby, all of the provisions of the Transaction Documents, which
are not in conflict with the terms of this Amendment, shall remain in full force and effect.


 


[Signature
page to follow]


 




     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	Touchpoint
    Group Holdings, Inc.	 	Mast
    Hill Fund, L.P.
	 	 	 
	By:	 	 	By:	 
	Name:	Mark
    White	 	Name:	Patrick
    Hassani
	Title:	Chief
    Executive Officer	 	Title:	Chief
    Investment Officer
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 



     


     


    

 


Exhibit
A


 


(see
attached)