Exhibit 10.47


 


 


 


CONSULTING AGREEMENT


 


This Consulting Agreement
(the “Agreement”) is made as of April 16, 2020 (“Effective Date”), by and between
Touchpoint Group Holdings (“TGHI” or the “Company”), a Delaware Cor- poration;
and Quantum Lexicon, a Delaware Limited Liability Corporation, (“QL,” or the “Consult- ant”).
Company and/or Consultant may each be referred to herein as a “Party,” and collectively as the “Parties.”


 


WHEREAS, TGHI
is a digital media company that is focused on media content distribution across various channels including its Touchpoint platform
and associated mobile apps;


 


WHEREAS, TGHI
is exploring opportunities to expand its business and may potentially seek certain strategic opportunities to strengthen the Company’s
growth prospects and balance sheet;


 


WHEREAS, Consultant
has substantial corporate advisory and general business and manage- ment consulting experience and the Company has contacted Consultant
to assist Company manage- ment with its development plans;


 


WHEREAS, Company
desires to retain Consultant to (i) assist the Company with its plans to grow its business; and (ii) furnish additional ongoing
management and business consulting services aimed at enhancing the Company’s business (collectively, the “Consulting
Services”);


 


WHEREAS, Consultant
desires to be engaged by Company and to provide the Consulting Services pursuant to such engagement; and


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, Consultant and Company agree as
follows:


 


1. TERM.
This Agreement shall commence on the date hereof along with receipt of the fees defined in Section 4 below and shall extend
thereafter for six (6) months (the “Term”). Unless immediate termination is otherwise specifically permitted
herein or by applicable law, the Company may cancel this Agreement by providing thirty (30) calendar day’s written notice
to the other Party (a “Termination Notice”). Notwithstanding, in the event of a Termination Notice, all
of the compensation mentioned in this Agreement and issued to consultant up to and including fifteen (15) days following the Termination
Notice [“Shares,” as defined in Section 4(a) below] shall be deemed earned (or immediately due
and payable).


 


2. CONSULTING
SERVICES. Company expressly agrees and further acknowledges that Consultant’s obligations are to be performed in
a commercially reasonable manner and that the execution of this Agreement cannot and does not guaranty any particular success or
result.


 




     


     


    

 


Consultant agrees to act reasonably and in good faith
to assist the Company via the Consulting Services, which may include, always at the Company’s specific request:


 


(a) Providing
consulting and liaison services to the Company relating to the further development and implementation of its corporate and business
plan;


 


(b) advising
the Company with respect to potential future merger and/or acquisition activities, alliances, joint-ventures, and/or its financial
structure and that of its divisions or subsidiaries; and


 


(c) such
other Consulting Services and assistance as Consultant and Company shall mutually deem reasonably necessary or appropriate to grow
TGHI’s business.


 


Company
understands and acknowledges that the Consulting Services are not intended to, will not constitute, and should never be construed
as, engaging in the provision of legal advice or broker- dealer activities to Company and that the Consultant shall have no authority
to make ‘offers’ to sell Company’s securities, make representations or warranties on Company’s behalf or
bind the Company in any way.


 


3. APPROVAL
OF INFORMATION. Company shall furnish Consultant with such in- formation as is reasonably required in order for Consultant
to perform its duties hereunder (all such information so furnished, the “Information”). Company recognizes
and confirms that Consultant (i) will use, and rely primarily on, the Information and information available from generally recognized
public sources (the “Public Information”) in rendering its services without having independently verified
the same; (ii) does not assume responsibility for the accuracy or completeness of the Infor- mation and Public Information; (iii)
will not make an appraisal of any assets of Company; and/or (iv) will provide its advice hereunder based on the Information and
the Public Information. It is the Com- pany’s responsibility to make certain that the Information to be furnished by Company,
when deliv- ered, will be true and correct in all material respects and will not contain any misstatement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading. Consult- ant shall make no representations, warranties or guarantees
on behalf of Company without Company’s prior written consent.


 


4.
COMPENSATION.


 


(a) Simultaneous
with the execution of this Agreement, in order to incentivize the Con- sultant to enter into this Agreement and to provide the
Consulting Services and for other good and valuable consideration, Company shall issue and immediately and ir- revocably deliver
to Consultant, Two Million (2,000,000) restricted shares of Common Stock of the Company (the “Shares”).
Should the Company elect to engage in a reverse split of its common stock, the Shares shall not be subject to the reverse spilt.


 






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(b) The Shares are
deemed and agreed to be a commencement incentive and consider- ation now due and owing for Consultant entering into this
Agreement and performing Consultant’s duties during the Term of this Agreement. Company acknowledges that Consultant
has foregone other opportunities to enter into this Agreement and to reserve sufficient resources to perform its duties
throughout the Term (including preliminary research, diligence and infrastructure set up for Company’s account), and
that Com- pany therefore derives immediate benefit as a result of these actions taken by the Con- sultant hereunder.


 


(c) With
regard to any acquisition of a company introduced by Consultant that results in ownership by TGHI of not less than twenty percent
(20%) of such company, TGHI shall compensate Consultant within three (3) business days of closing of such transac- tion by that
amount of cash that equates to five percent (5%) of the anticipated total purchase price or deal value or that amount of TGHI stock
that equates to seven-and- a-half percent (7.5%) of the anticipated purchase price or deal value.


 


(d) Consultant
shall not be issued, at any time during the Term or any extension thereof, such number of shares of TGHI common stock that would
result in beneficial owner- ship by the Consultant and its affiliates of more than 9.99% of the outstanding shares of Company Common
Stock.


 


(e) The Company
agrees to take any and all action(s) necessary to clear the Shares awarded to Consultant under this Section 4 of
restriction upon presentation of any Rule 144 application by Consultant or its broker, including, without limitation, (i)
authoriz- ing the Company’s transfer agent to remove the restrictive legend on the Shares, (ii) expediting the
acquisition of a legal opinion from Company’s authorized counsel at Company’s expense (or, in the event
Consultant uses its own counsel, at company’s expense up to $500) favorably opining as to the removal of the
restrictive legend, and (iii) cooperating and communicating with Consultant and its broker in order to use the
Company’s commercially reasonable best efforts to clear the Shares of restriction as soon as possible after
presentation of a Rule 144 application by Consultant or its broker to either the Company or its transfer agent. Further, the
Company agrees not to unrea- sonably withhold or delay approval of any application filed by Consultant or its broker under
Rule 144 to clear the Shares or additional shares of restriction.


 


(f) The
Company (i) agrees that its Board of Directors has approved this Agreement and that it will appropriately and timely disclose the
issuance of the Shares as issued in its SEC filing(s) if required by applicable securities laws; (ii) shall provide Consultant
with a true and correct copy of the Company Board Resolution authorizing the issuance of the Shares; and (iii) represents and warrants
that the Shares issued to Consultant as compensation hereunder shall be validly issued, fully paid and non-assessable.


 


(g) The
Parties shall negotiate and agree in good faith regarding Consultant’s compen- sation 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.


 


(h) The
registration name on all stock certificates delivered to Consultant shall be “Quantum Lexicon” unless Consultant advises
otherwise in a writing signed by its CEO.


 




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5. LIMITATION
OF ENGAGEMENT. Company acknowledges that Consultant has been retained only by Company, that Consultant is providing Consulting
Services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that Company’s engagement
of Consultant is not deemed to be on behalf of, and is not intended to confer rights upon, any share- holder, owner or partner
of TGHI or any other person not a Party hereto as against Consultant or any of its affiliates, or any of its or their respective
officers, directors, controlling persons, employees or agents. Unless otherwise expressly agreed in writing by Consultant, no one
other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Consultant. Company acknowledges
that any recommendation or advice, written or oral, given by Consultant to the Com- pany in connection with Consultant’s
engagement is intended solely for the benefit and use of the Company, and any such recommendation or advice is not on behalf of,
and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Consultant
shall not have the authority to make any commitment binding on the Company. Company in its sole discre- tion, shall have the right
to reject any investor introduced to it by Consultant. Company acknowledges that neither the price of the Company’s stock,
nor the trading volume thereof measure Consultant’s performance hereunder.


 


6. CONFIDENTIALITY.
Other than as required by applicable law, neither Consultant nor any of its consultants, employees, agents, and/or officers or
directors shall disclose any knowledge or information they may obtain in the course of performing the Consulting Services, which
knowledge or information might concern confidential or material, non-public affairs of Company without the Company’s prior
consent.


 


7.
COMPLIANCE AND GOVERNING LAW.


 


(a) TGHI,
in connection with the issuance of any stock to Consultant hereunder, as may be applicable, shall be responsible for any and all
compliance with applicable se- curities laws, rules and regulations, including, without limitation, the Act as well as all applicable
filing requirements under the Securities Exchange Act of 1934 (“Exchange Act”), and state securities
laws. Company recognizes and agrees that failure to timely make its Exchange Act filings will materially hinder the effectiveness
of the Consulting Services and will constitute automatic grounds for cancellation by the Consultant and all Compensation paid to
Consultant up to and including the date of such failure shall be deemed fully earned by Consultant as of such date.


 


(b) This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.


 


(c) It is specifically
understood that Consultant is not and does not hold itself out to be a ‘broker/dealer’ as that term is understood
in applicable law (including the ‘Paul Anka’ SEC no-action letter dated July 24, 1991, and the ‘Country
Business, Inc.’ SEC no- action letter dated November 8, 2006) in reference to the Company procuring financing sources
and merger and/or acquisition candidates, and Consultant does not normally provide such services. Consultant may identify and
introduce to the Company potential investors but will not be responsible for the structuring of any transaction with any such
investor. Any obligation to pay compensation hereunder shall survive the merger, ac- quisition or other change in the form of
entity of the Company and to the extent it remains unfulfilled shall be assigned and transferred to any successor to the
Company. The Company agrees that no reference to the Consultant will be made in any filing, press release or advertisement of
any financing without the express approval, in writ- ing, of such release by Consultant, except as required at law. It is
further understood that Company and not Consultant is responsible to perform any and all due diligence on any broker/dealer,
lender, investor or merger or acquisition candidate introduced to Company by Consultant under this Agreement prior to Company
receiving funds or closing on any transaction.


 






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8. NOTICE.
All notices and correspondence hereunder shall be in writing and sent by overnight delivery service, with all charges prepaid,
to the applicable Party at the addresses set forth above, or by confirmed facsimile transmission (including, without limitation,
computer generated fac- simile) or by e-mail, as to each Party, to such address as any Party may from time-to-time designate for
itself by notice in writing given to the other Party complying as to delivery with the terms of this Section 8. All such
notices and correspondence shall be deemed given upon the earliest to occur of (i) if by e-mail, actual receipt; (ii) if sent by
overnight delivery service, when received at the above stated addresses or when delivery is refused; or (iii) if sent by facsimile
transmission or electronic mail, on the next business day or when receipt of such transmission is acknowledged or confirmed, whichever
is earlier.


 


9. INDEMNIFICATION.
Company agrees to indemnify, defend and hold harmless Con- sultant, its officers, directors, members, employees, affiliates, and
agents against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any act, action
or omission, except for acts of Consultant of willful misconduct, bad faith or gross negligence related to this Agree- ment.


 


10. LIMITATIONS.
Any liability of Consultant and its officers, directors, controlling per- sons, employees or agents related to this Agreement shall
not exceed Five Thousand United States Dollars (USD $5,000), unless it is finally judicially determined that such liability resulted
primarily from the gross negligence or willful misconduct of Consultant (in which case there shall be no such limitation). No
guarantees of TGHI stock performance express or implied have been made by or in- volving the Company or Consultant in connection
with this Agreement, which Agreement memorial- izes the full extent of the relationship between the Company and Consultant.


 


11. EXPENSES.
Company will reimburse Consultant for its receipted expenses incurred in connection with the Consulting Services, if such expenses
are approved in advance in writing (email confirmation is acceptable). Reimbursement shall be made within ten (10) business days
following receipt of Consultant’s invoice. Company shall also reimburse Consultant for costs incurred by Con- sultant for
collection of any fees due to Consultant under this Agreement, including but not limited to reasonable attorneys’ fees and
court costs.


 


12. INDEPENDENT
CONTRACTORS. No agency, joint venture, partnership or employ- ment shall be created by this Agreement, as the Parties are
independent contractors with respect to one another. Neither Party shall have authority to act as an agent of the other or to otherwise
bind the other to any agreement, commitment, obligation, contract, instrument, undertaking, arrangement, certificate or other matter.
Each Party hereto shall refrain from making any representation intended to create an apparent agency, employment, partnership or
joint venture relationship.


 






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13. MISCELLANEOUS.
This Agreement shall not be modified or amended except in writing signed by the Parties. This Agreement shall be binding upon and
inure to the benefit of the Parties. This Agreement constitutes the entire agreement of the Parties with respect to the subject
matter hereof and supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or unenforceable
in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall
remain in full force and effect. In the inter- pretation of this Agreement, the ‘contra proferentem’ rule of
construction will not apply (this Agree- ment being the product of negotiations between commercially sophisticated Parties) and
this Agree- ment will therefore not be construed in favor of or against any Party by reason of the extent to which any Party or
its professional advisors participated in the preparation and drafting hereof. This Agree- ment may be executed in counterparts
(including e-mail or facsimile counterparts), each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.


 


IN WITNESS WHEREOF, the Parties to
this Consulting Agreement have hereunto set their hands and seal the day and year first above written.


 


	Quantum Lexicon, LLC	 	Touchpoint Group Holdings, Inc.
	 	 	 	 	 
	By:	/s/ Wayne Wasserberg	 	By:	/s/ Mark White
	Name: 	Wayne Wasserberg	 	Name: 	Mark White
	Title:	President	 	Title:	CEO
	Duly Authorized	 	Duly Authorized




 


[Signature Page 6 of 6 / Quantum Lexicon,
LLC / TGHI / Consulting Agreement / April 2020]




 


 


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