Exhibit 10.48


 


NEITHER THE ISSUANCE NOR
SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal Amount: $300,000	Issue Date: November 21, 2019 


Purchase Price: $200,000


Original Issue Discount: $100,000


 


CONVERTIBLE PROMISSORY NOTE


 


FOR
VALUE RECEIVED, Touchpoint Group Holdings Inc., a Delaware corporation (hereinafter called the “Borrower”)
(Trading Symbol: TGHI), hereby promises to pay to the order of Bespoke Growth Partners, Inc., a Delaware corporation, or
registered assigns (the “Holder”) the principal sum of $300,000 (the “Principal Amount”), together
with interest at the rate of twenty percent (20%) per annum, as the same may be adjusted herein, at maturity or upon
acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower for this Note is
$200,000. The maturity date shall be six (6) months from the Issue Date (the “Maturity Date”).


 


This Note
carries an original issue discount of $100,000 (the “OID”). The purchase price of this Note shall be $200,000, computed
as follows: $300,000 initial principal balance less the OID.


 


This Note
is 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 Borrower and will not impose personal liability upon the Holder.


 


The following additional terms shall also apply
to this Note:


 


Article I. INTEREST AND PAYMENT
TERMS


 


Section 1.01 Interest.
Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and
the actual number of days elapsed.


 


Section 1.02 Payments.
Accrued interest on this Note shall be due and payable each month between the Issue Date and the Maturity Date, on each thirty
(30) day anniversary of the Issue Date. On each such date the Borrower shall pay to the Holder all accrued and unpaid interest
to such date.


 


Section 1.03 Maturity.
On the Maturity Date, the principal sum and all accrued and unpaid interest and other fees shall be due and payable by the Borrower
to the Company.


 




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Section 1.04 Prepayment.
This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein.


 


Section 1.05 Default Interests.
Any amount of principal or interest on this Note, which is not paid as required herein shall bear interest at the rate of the lesser
of (i) twenty eight percent (28%) per annum and (ii) the maximum amount permitted by applicable law from the due date thereof until
the same is paid (“Default Interest”).


 


Section 1.06 Payments.
All payments due hereunder (to the extent not converted into the Borrower’s common stock, par value $0.0001 per share (the
“Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.
All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance
with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day that is not
a business day, the same shall instead be due on the next succeeding day that is a business day and, in the case of any interest
payment date that is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken
into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business
day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of Miami, Florida are
authorized or required by law or executive order to remain closed.


 


Article II. CONVERSION RIGHTS


 


Section 2.01 Conversion
Right. At any time following an Event of Default only, the Holder shall have the right to convert all or any part of the
outstanding and unpaid principal amount and accrued and unpaid interest of this Note into fully paid and non-assessable
shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of
the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the
“Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no
event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion
of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than
shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes
or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the
conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For
purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G
thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on
conversion may be waived (up to a maximum of 9.99%) by the Holder upon, at the election of the Holder, not less than 61
days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such
61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of
shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount
(as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in
the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in
accordance with Section 2.04; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means
resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59
p.m., Eastern time on such conversion date (the “Conversion Date”). The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such
conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the
interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any,
on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any
amounts owed to the Holder pursuant to Section 2.03 and Section 2.04(g).


 






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Section 2.02 Conversion Price.


 


		(a)	Calculation of Conversion Price. The Conversion
Price shall equal the Variable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock
splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any
subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events)
(also subject to adjustment as further described herein). The “Variable Conversion Price” shall mean fifty percent
(50%) multiplied by the Market Price (as defined herein) (representing a discount rate of 50%). “Market Price” means
the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the
last complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the
lowest traded price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the “Trading Market”)
as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or,
if the Trading Market is not the principal trading market for such security, on the principal securities exchange or trading market
where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the
foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the
Trading Prices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the
fair market value as mutually determined by the Borrower and the Holder. “Trading Day” shall mean any day on which
the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities
market on which the Common Stock is then being traded.



 


		(b)	Additional Principal. If at any time the Conversion Price as determined hereunder for any
conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price
hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include
Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount
to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion
shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.



 


Section 2.03 Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its
authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved
five (5) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price
of the Notes in effect from time-to-time) (the “Reserved Amount”). The Reserved Amount shall be increased from
time-to-time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such
shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any
securities or make any change to its capital structure which would change the number of shares of Common Stock into which the
Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so
that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive
rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its
transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its
issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms
and conditions of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered an
Event of Default under Section 4.01(b).


 






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Section 2.04 Method of Conversion.


 


		(a)	Mechanics of Conversion. Subject to Section 2.01, this Note may be converted by the Holder
in whole or in part, at any time on or after the occurrence of an Event of Default only, by (A) submitting to the Borrower or Borrower’s
transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion
Date prior to 11:59 p.m., Eastern time) and (B) subject to Section 2.04(b), surrendering this Note at the principal office of the
Borrower.



 


		(b)	Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein,
upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall
maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably
satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In
the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative
in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder
may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will
forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the
Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this
Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented
by this Note may be less than the amount stated on the face hereof.



 


		(c)	Payment of Taxes. The Borrower shall not be required to pay any tax that may be payable
in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion
of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver
any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian
in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid
to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been
paid.



 




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		(d)	Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of
a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements
for conversion as provided in this Section 2.04, the Borrower shall issue and deliver or cause to be issued and delivered to or
upon the order of the Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after
such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof,
surrender of this Note) in accordance with the terms hereof.



 


		(e)	Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice
of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding
principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless
the Borrower defaults on its obligations under this Article II, all rights with respect to the portion of this Note being so converted
shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to
issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action
by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to
the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder of any obligation to the Borrower, and irrespective of any other circumstance, which might otherwise limit such obligation
of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall
be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59
p.m., Eastern time, on such date.



 


		(f)	Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates
representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions
contained in Section 2.01 and Section 2.04, the Borrower shall use its best efforts to cause its transfer agent to electronically
transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC
through its Deposit Withdrawal Agent Commission system.



 


		(g)	Failure to Deliver Common Stock Prior to Deadline.
Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline
(other than a failure due to the circumstances described in Section 2.03, which failure shall be governed by such Section 2.03)
the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver
such Common Stock. Such cash amount shall be paid to Holder by the fifth (5th) day of the month following the month in which it
has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month
in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in
accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting
from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly,
the parties acknowledge that the liquidated damages provision contained in this Section 2.04(g) are justified.



 






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Section 2.05 Concerning the Shares.


 


		(a)	The shares of Common Stock issuable upon conversion
of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under
the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be
in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be
sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or
transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv)       such
shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise
transfer the shares only in accordance with this Section 2.05 and who is an Accredited Investor. Except as otherwise provided
(and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion
of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the
number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable
upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant
to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in
the following form, as appropriate:



 


“NEITHER THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)       IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.”


 


		(b)	The legend set forth above shall be removed and the
Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer
agent shall have received 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 Common Stock may be made without registration under the Act,
which opinion shall be accepted by the Borrower so that the sale or transfer is effected or (ii) in the case of the Common Stock
issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement
filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of
a particular date that can then be immediately sold. In the event that the Borrower does not accept the opinion of counsel provided
by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation
S, at the Deadline, it will be considered an Event of Default pursuant to Section 4.01(b).



 






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Section 2.06 Status as Shareholder.
Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot
be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount)
shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion
of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to
any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to
comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of
Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with
respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status
as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect
to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder
or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted.
In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 2.03 to the extent required thereby for such Conversion Default and any subsequent Conversion
Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section
2.03) for the Borrower’s failure to convert this Note.


 


Article III. CERTAIN COVENANTS


 


Section 3.01 Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s
written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or
other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares
of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s
disinterested directors.


 


Section 3.02 Restriction
on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the
Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities
or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants,
rights or options to purchase or acquire any such shares.


 






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Article IV. EVENTS OF DEFAULT


 


Section 4.01 Definition.
It shall be an “Event of Default” under this Note if any of the following shall occur:


 





		(a)	Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or
interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise, and such breach continues for a period
of five (5) days.



 


		(b)	Conversion and the Shares. The Borrower fails to reserve a sufficient amount of shares of
common stock as required under the terms of this Note (including Section 2.03), fails to issue shares of Common Stock to the Holder
(or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion
rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue)
(electronically or in certificated form) shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to
this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or
hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) shares of Common Stock to be issued
to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs
its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or
to withdraw any stop transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat
that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any
written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) business
days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its
obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered
or frustrated due to a balance owed by the Borrower to its transfer agent.



 


		(c)	Breach of Covenants. The Borrower breaches any material covenant or other material term
or condition contained in this Note and any collateral documents and such breach continues for a period of ten (10) days after
written notice thereof to the Borrower from the Holder.



 


		(d)	Breach of Representations and Warranties. Any representation or warranty of the Borrower
made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be
false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material
adverse effect on the rights of the Holder with respect to this Note.



 


		(e)	Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business, or such a receiver or trustee shall otherwise be appointed.



 


		(f)	Judgments. Any money judgment, writ or similar process shall be entered or filed against
the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated,
unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably
withheld.



 


		(g)	Bankruptcy. Bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for
the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.



 






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		(h)	Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation
of the Common Stock on the Trading Market or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market,
the New York Stock Exchange, or the NYSE MKT.



 


		(i)	Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting
requirements of the Exchange Act (including but not limited to becoming delinquent in its filings), and/or the Borrower shall cease
to be subject to the reporting requirements of the Exchange Act.



 


		(j)	Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial
portion of its business.



 


		(k)	Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is
otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s
ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become
due.



 


		(l)	Financial Statement Restatement. The Borrower replaces its auditor, or any restatement of
any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this
Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial
statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note.



 


		(m)	Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent,
and the Borrower fails to provide prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent
Instructions (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)
signed by the successor transfer agent to Borrower and the Borrower.



 


		(n)	Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other
related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any
of the other financial instrument, including but not limited to all convertible promissory notes, currently issued, or hereafter
issued, by the Borrower, to the Holder or any other 3rd party (the “Other Agreements”), after the passage of all applicable
notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note, in which event the
Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under
said Other Agreement or hereunder.



 


		(o)	Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates
to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors,
and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which
is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.



 






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		(p)	No bid. At any time while this Note is outstanding,
the lowest Trading Prices on the Trading Market or other applicable principal trading market for the Common Stock is equal to
or less than $0.0001.



 


		(q)	Failure to Repay Upon Qualified Offering. The Borrower fails to repay the Note, in its entirety,
pursuant to the terms of the Note, with funds received from its next completed offering (with the understanding that all related
issuances of an offering shall be aggregated for purposes of the calculation hereunder) of $500,000.00 or more (consummated on
or after the Issue Date).



 


		(r)	Unavailability of Rule 144. If, at any time on or after the date which is six (6) months
after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably
acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent
in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s
Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account.



 


Section 4.02 Consequences.
Upon the occurrence of any Event of Default, exercisable through the delivery of written notice to the Borrower by such Holders
(the “Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder,
in full satisfaction of its obligations hereunder, an amount equal to one hundred fifty percent (150%) (EXCEPT THAT 150% SHALL
BE REPLACED WITH TWO HUNDRED PERCENT (200%) WITH RESPECT TO


A DEFAULT UNDER Section 4.01(b)
AND/OR Section 4.01(r)) multiplied by the then outstanding entire balance of the Note (including principal and accrued and unpaid
interest) plus Default Interest, if any, plus any amounts owed to the Holder pursuant to Section 2.04(g) hereof (collectively,
in the aggregate of all of the above, the “Default Amount”), and all other amounts payable hereunder shall immediately
become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all
costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all
other rights and remedies available at law or in equity. The Holder shall have the right at any time to require the Borrower to
issue the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in
effect, subject to issuance in tranches due to the beneficial ownership limitations contained in this Note.


 


Article V. MISCELLANEOUS


 


Section 5.01 Failure or Indulgence
Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and
not exclusive of, any rights or remedies otherwise available.


 


Section 5.02 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, facsimile, or electronic mail 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, upon electronic mail 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
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 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:


 






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If to the Borrower, to:


 


Touchpoint Group Holdings Inc.


649 NE 81st
Street


Miami FL 33138


Attn: Mark B. White, Chief Executive Officer


E-mail:
mark@touchpointgh.com


 


with a copy (which shall not constitute notice)
by electronic mail to:


 


Touchpoint Group Holdings Inc.


34 South Molton Street


London W1K 5RG, United Kingdom


Attn: Martin Ward, Chief Financial Officer


E-mail:
martin.ward@touchpointgh.com


 


If to the Holder:


 


Bespoke Growth Partners, Inc.


Attn: Mark Peikin


c/o Anthony L.G., PLLC


625 N. Flagler Dr. Ste. 600


West Palm Beach, FL 33401


Email: mhp@123bgp.com


 


Section 5.03 Amendments.
This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or supplemented. Any references herein to a Section shall be deemed a reference
to this Note.


 


Section 5.04 Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and
its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited
investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,
as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid
and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 




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Section 5.05 Cost of Collection.
If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable
attorneys’ fees.


 


Section 5.06 Governing Law.
This Note 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 Note
shall be brought only in the state and/or federal courts located in Palm Beach County, FL. The parties to this Note 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 Borrower and Holder 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 Note 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 or any other
Transaction Document 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.


 


Section 5.07 Certain Amounts.
Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the
portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the
Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower
and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the
Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.


 


Section 5.08 Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for
a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder 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 Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic
loss and without any bond or other security being required.


 


Section 5.09 Prepayment.
Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay this Note at any time, in whole or in
part.


 




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Section 5.10 Usury. To
the extent it may lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any
right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and
provided that the total liability of the Borrower under this Note for payments which under the applicable law are in the nature
of interest shall not exceed the maximum lawful rate authorized under the law applicable to this Note (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums which under the law applicable to this Note in the nature of interest that the Borrower may be obligated to
pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by the law applicable
to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum
contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward,
unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum
Rate is paid by the Borrower to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied
by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Borrower, the manner of handling such
excess to be at the Holder’s election.


 


Section 5.11 Counterparts.
This Note may be executed in two (2) or more counterparts, all of which shall be considered one (1) and the same agreement, it
being understood that each party need not sign the same counterpart. A facsimile copy or electronic transmission of a signature
page shall be deemed to be an original signature page.


 


[signature page follows]


 




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IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.


  


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


 


	Agreed and accepted:	 
	 	 	 
	Bespoke Growth Partners, Inc.	 
	 	 	 
	By:	/s/ Mark Peikin	 
	Name: 	Mark Peikin	 
	Title:	Chief Executive Officer	 


 




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EXHIBIT A — NOTICE
OF CONVERSION


 


The undersigned
hereby elects to convert $  principal amount of the Note (defined below) into that number of shares of Common Stock to
be issued pursuant to the conversion of the Note as set forth below, of Touchpoint Group Holdings Inc., a Delaware corporation
(the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of February 1, 2020 (the
“Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer
taxes, if any.


 


Box Checked as to applicable instructions:


 


☐ The Borrower
shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the
undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system.


 


Name of DTC Prime Broker: Account Number:


 


☐ The undersigned
hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth
below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below
or, if additional space is necessary, on an attachment hereto:


 


______________________________________


 


______________________________________


 


	Date of Conversion:	______________
	 	 
	Applicable Conversion Price:	$______________
	 	 
	Number of Shares of Common Stock to be Issued:  	______________
	 	 
	Amount of Principal Balance Due remaining Under the Note after this conversion:	$______________


  


	Bespoke Growth Partners, Inc.	 
	 	 	 
	By:	 	 
	Name: 	Mark Peikin	 
	Title:	Chief Executive Officer	 


 


 




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