Exhibit
10.46


 


ACCORD
AND FIRST AMENDED CONSULTING AGREEMENT


 


This
Accord and First Amended Consulting Agreement (the “Amended Agreement”) is made as of April 16, 2020
(“Effective Date”) and amends that “Original Agreement” entered into by and
between Touchpoint Group Holdings, Inc. (“TGHI” or the “Company”) (formerly,
One Horizon Group, Inc.) and Catalyst Corporate Solutions, LLC, 10119 W. Lariat Ln., Peoria, AZ 85383 (Tax ID: 012646848) (“Catalyst,”
or the “Consultant”) on or about August 5, 2019. Company and/or Consultant may each be referred to herein
as a “Party,” and collectively as the “Parties.”


 


WHEREAS,
Consultant has heretofore provided, and continues to provide valuable services to Company under the Original Agreement, which
such services were and continue to be performed in a manner completely satisfactory to the Company;


 


WHEREAS,
Company acknowledges and agrees that the compensation earned by Consultant under the Original Agreement has been duly and fully
earned as of the date of such Agreement;


 


WHEREAS,
Section 4(f) of the Original Agreement provided in relevant part that:


 


The
Parties shall negotiate and agree in good faith regarding Consultant’s compensation package for any consulting services
to be provided beyond the scope of this Agreement and/or beyond the Term depending upon the Company’s needs at such time
and the services being requested of Consultant.


 


WHEREAS,
during the course of the Parties’ working relationship, Company and Consultant have been developing further the plans of
the Company, and the Consultant has already taken important steps to advance the Company’s interests in this regard;


 


WHEREAS,
the Company is desirous that Consultant continue to perform all of the Consulting Services set forth in Section 2 of the Original
Agreement up through and including October 15, 2020 (“First Amended Term”);


 


WHEREAS,
the Consultant is agreeable to performing the additional Consulting Services and to provide these services along with Consulting
Services set forth in Section 2 of the Original Agreement throughout the First Amended Term;


 


WHEREAS,
pursuant to the Original Agreement, Company Management agreed to issue to Consultant Two Million Five Hundred Thousand (2,500,000)
shares of TGHI common stock and agreed that such shares shall not be subject to a reverse split; and


 


WHEREAS,
TGHI did execute a 25-1, reverse split;


 






     


     


    

 


NOW
THEREFORE, Company and Consultant enter into this Amended Agreement in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound hereby, the Parties
hereby agree as follows:


 





		1.	Company
                                         shall immediately and irrevocably issue to Consultant Two Million Four Hundred Thousand
                                         (2,400,000) shares of TGHI common stock (“Corrective Share Issuance”).



 


		2.	Company
                                         acknowledges and agrees with Consultant that the value/shares represented by the Corrective
                                         Share Issuance was/were fully earned by Consultant as of August 20, 2019.



 


		3.	In
                                         consideration for Consultant agreeing to provide services for the First Amended Term,
                                         Company further agrees to immediately and irrevocably issue to Consultant an additional
                                         Five Million (5,000,000) shares of TGHI common stock (“Further Share Issuance”).



 


		4.	Upon
                                         receipt of the Corrective Share Issuance and Further Share Issuance, Consultant shall
                                         continue to perform all of the Consulting Services set forth in the Agreements through
                                         the First Amended Term.



 


		5.	The
                                         Parties agree to further review any additional services performed or that the Company
                                         may require beyond the First Amended Term prior to September 15, 2020.



 


		6.	RATIFICATION.
                                         Except as amended, modified or expanded hereby, the Original Agreement and all of the
                                         relevant terms and provisions thereof are hereby ratified and confirmed for all purposes
                                         and in all respects. This Amended Agreement may be executed in several counterparts,
                                         each of which shall be deemed an original and shall constitute one and the same instrument.



 


Company
represents and warrants that all of the shares delivered to Consultant as compensation hereunder shall be or have been validly
issued, fully paid and non- assessable and that the Company’s Board of Directors has or shall have duly authorized the
issuance and transfer thereof to Consultant.


 


IN
WITNESS WHEREOF, the Officers below have each caused this Amended Agreement to be executed as of the Effective Date.


 


	Catalyst Corporate Services,
    LLC	 	Touchpoint Group Holdings, Inc.
	 	 	 
	By:	/s/
    Scott Mahoney	 	By: 	/s/
    Mark White
	Name: 	Scott Mahoney	 	Name: 	Mark White
	Title: 	CEO	 	Title:	CEO