NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
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.


 


COMMON
STOCK PURCHASE WARRANT


 


TOUCHPOINT
GROUP HOLDINGS, INC.


 


Warrant
Shares: 100,000,000


Date
of Issuance: October 18, 2022 (“Issuance Date”)


 


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 among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.0006, subject
to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary
thereof.


 


1.           EXERCISE
OF WARRANT.


 


(a)           Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in
whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The
Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of
this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the
effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number
of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery
Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s
transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery
Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case
there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and deliver
by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder).
Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of
delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and
the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business days
after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to
purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised.


 






     1


     


    

 


If
the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition
to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default
under the Note, a material breach under this Warrant, and a material breach under the Purchase Agreement.


 


If
the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant
Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner
described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which
event the Company shall issue to Holder a number of Common Stock computed using the following formula:


 


X
= Y (A-B)


 


     A


 


	 	Where 	X =	the number of Shares to be
    issued to Holder.




 


	 	Y = 	the number of Warrant Shares
    that the Holder elects to purchase under this Warrant (at the date of such calculation).




  


	 	A = 	the Market Price (at the
    date of such calculation).




 


	 	B = 	Exercise Price (as adjusted
    to the date of such calculation).




 


(b)        
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.


 






     2


     


    

 


(c)          
Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect
any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section
1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise
Notice, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as
a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares
of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned
by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of
this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules
required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation
hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


(d)           Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the
Holder, if the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on
or before the respective Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within one (1) business day of
Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which
the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate
the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder within one (1) business day of Holder’s request the
number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases, or effectuates a cashless exercise hereunder for, Common Stock
having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of
the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 






     3


     


    

 


2.           ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)      
   Distribution of Assets. If the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a
“Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i)       
    any Exercise Price in effect immediately prior to the close of business on the record date
fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a
fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day
immediately preceding such record date minus the value of the Distribution (as determined in good faith by the
Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the
Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and


 


(ii)           
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause
(i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares
of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of
an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder
pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate
exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the
Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance
with the first part of this clause (ii).


 






     4


     


    

 


(b)          Anti-Dilution
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant
is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities
(including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification,
including but not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any
other security of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or
(iii) any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion,
exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or
Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an
applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of
certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,
options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive
shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common
Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise
Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i)
subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or
exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to
equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the
aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to
the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such
adjustment is calculated as follows: the total number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in effect
immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the
Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of
Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the
number obtained from dividing [E x F] by G. Such adjustment shall be made whenever such Common Stock or Common Stock
Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or
retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share
Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did
not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The
Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or
Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For
purposes of clarification, regardless of whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section
2(b) upon the occurrence of any Dilutive Issuance or (ii) the Holder accurately refers to the Base Share Price in the
Exercise Notice, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price as well as the
Base Share Price at all times on and after the date of such Dilutive Issuance.


 


(c)           Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the
close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall
be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by
this Section 2(c) shall occur.


 


3.           
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the
Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved
by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common
Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination
of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of
the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained
herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor
Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing
the Holder’s right to exercise such warrant into Alternate Consideration.


 






     5


     


    

 


4.            NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant
is outstanding, have authorized and reserved, free from preemptive rights, two (2) times the number of shares of Common Stock
into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without
regard to any limitations on exercise).


 


5.            WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself,
shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


 


6.            REISSUANCE.


 


(a)           Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)           Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date.


 


7.           
TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations
of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the
prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment
or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant
or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned
by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.


 






     6


     


    

 


8.            NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt
written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation
of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A)
with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of
Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made
known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9.            AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.          GOVERNING
LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of
Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER
TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY. 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 Warrant 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 Warrant or any other transaction document entered into in connection with
this Warrant 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 the Purchase 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.


 


11.          ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 


12.          CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)            [Intentionally Omitted].


 






     7


     


    

 


(b)            “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the
Principal Market, as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last
trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service
provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of such security in the
over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated
by the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation
service provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as
reported by Quotestream or other similar quotation service provider designated by the Holder. If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such
determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.


 


(c)            “Common Stock” means the Company’s common stock, par value $0.0001, and any other class of securities
into which such securities may hereafter be reclassified or changed.


 


(d)            “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


(e)            [Intentionally Omitted].


 


(f)             “Person”
and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or
agency thereof.


 


(g)           “Principal Market” means the principal securities exchange or trading market where such Common Stock is listed
or quoted, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital
Market), or the NYSE American, or any successor to such markets.


 


(h)           “Market Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading
Days prior to the date of the respective Exercise Notice.


 


(i)           
“Trading Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided,
however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.


 


*
* * * * * *


  




     8


     


    




 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


		TOUCHPOINT
GROUP HOLDINGS, INC.
	 	 
	 	 
	 	Name:
Mark White
	 	Title:
Chief Executive Officer



 




     


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


The
Undersigned holder hereby exercises the right
to purchase_______________of the shares of Common Stock (“Warrant Shares”) of TOUCHPOINT GROUP HOLDINGS, INC., a Delaware
corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):



 


☐
a cash exercise with respect to_______________Warrant Shares; or 


 ☐ by cashless exercise pursuant to the Warrant.




 


		2.	Payment
of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the
sum of $_______________to the Company in accordance with the terms of the Warrant. 



 





		3.	Delivery
of Warrant Shares. The Company shall deliver to the holder_______________Warrant Shares in accordance with the terms of the
Warrant.



           



Date: ________________________


 


		(Print
Name of Registered Holder)



 


		By:	 






		Name:	 






		Title:	 



 




     


     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto_______________the right to purchase_______________shares of common stock of TOUCHPOINT GROUP HOLDINGS,
INC., to which the within Common Stock Purchase Warrant relates and appoints , as attorney-in-fact, to transfer said right on
the books of TOUCHPOINT GROUP HOLDINGS, INC. with full power of substitution and re-substitution in the premises. By accepting
such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


Dated: ___________________


 


		(Signature)
*



 


		(Name)



 


		(Address)



 


		(Social
Security or Tax Identification No.)



 


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.