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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

TPT GLOBAL TECH, INC.

(Exact name of registrant as specified in its charter)

 

FLORIDA

(State or jurisdiction of incorporation or organization)

4899

(Primary Standard Industrial Classification Code Number)

45-4916705

(I.R.S. Employer

Identification No.)

 

501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619) 301-4200

(Address and telephone number of principal executive offices)

 

Stephen Thomas, Chief Executive Officer

501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619) 301-4200

(Name, address and telephone number of agent for service)

 

COPIES OF ALL COMMUNICATIONS TO:

Michael A. Littman, Attorney at Law

P.O. Box 1839, Arvada, CO 80001 / phone (720) 530-6184

 

Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [___]   Accelerated filer [___]

Non-accelerated filer

(Do not check if a smaller reporting company)

[___]   Smaller reporting company [_X_]

 

 
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. [ ]

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [_]

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee
         
Common Stock by Selling Shareholders 47,184,585 $0.13 $6,133,996.05 $763.68

 

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 ("the Securities Act") based on the average of the 5-day average of the closing price of the common stock on December 11, 2017 as reported on the OTC Market QB.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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(Subject to Completion)

PROSPECTUS

 

TPT GLOBAL TECH, INC.

 

47,184,585 shares of common stock of selling shareholders

 

We are registering securities listed for sale on behalf of selling shareholders: 47,184,585 shares of common stock.

 

We will not receive any proceeds from sales of shares by selling shareholders.

 

Our selling shareholders plan to sell common shares at market prices for the securities as the market may dictate from time to time. There is a limited market price for the common stock, which has traded in the OTC Pink Sheets, (“TPTG”) in the range of $0.13 in the past 5 days.

 

Title Price Per Share
Common Stock $ $0.13*

 

*Five-day average market price

 

Our security holders may sell their securities at market prices or at any price in privately negotiated transactions.

 

This offering involves a high degree of risk; see "RISK FACTORS" beginning on page 6 to read about factors you should consider before buying shares of the common stock.

 

These securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state or provincial securities commission, nor has the SEC or any state or provincial securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

  

This offering will be on a delayed and continuous basis only for sales of selling shareholders shares. The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders. (See “Description of Securities – Shares”).

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the date that the registration statement relating to these securities, which has been filed with the Securities and Exchange Commission, becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

The date of this Prospectus is December 13, 2017.

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TABLE OF CONTENTS

 

PART I -  INFORMATION REQUIRED IN PROSPECTUS   Page No.
ITEM 1. Front of Registration Statement and Outside Front Cover Page of Prospectus  
ITEM 2. Prospectus Cover Page  
ITEM 3. Prospectus Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges 3
ITEM 4. Use of Proceeds 20
ITEM 5. Determination of Offering Price 20
ITEM 6. Dilution 20
ITEM 7. Selling Security Holders 21
ITEM 8. Plan of Distribution 28
ITEM 9. Description of Securities 29
ITEM 10. Interest of Named Experts and Counsel 30
ITEM 11. Information with Respect to the Registrant 30
  a. Description of Business 30
  b. Description of Property 51
  c. Legal Proceedings 51
  d. Market for Common Equity and Related Stockholder Matters 52
  e. Financial Statements      53
  f. Selected Financial Data 54
  g. Supplementary Financial Information 54
  h. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54
  i. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 60
  j. Quantitative and Qualitative Disclosures About Market Risk 60
  k. Directors and Executive Officers 60
  l. Executive and Directors Compensation 63
  m. Security Ownership of Certain Beneficial Owners and Management 67
  n. Certain Relationships, Related Transactions, Promoters And Control Persons 69
ITEM 11 A. Material Changes 71
ITEM 12. Incorporation of Certain Information by Reference 71
ITEM 12 A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities 72
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS    
ITEM 13. Other Expenses of Issuance and Distribution 73
ITEM 14. Indemnification of Directors and Officers 73
ITEM 15. Recent Sales of Unregistered Securities 74
ITEM 16. Exhibits and Financial Statement Schedules 75
ITEM 17. Undertakings 76
  Signatures 78

 

 

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ITEM 3. PROSPECTUS SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

 

Our Company

 

TPT Global Tech, Inc. (“We”, “us”, “our” or “TPT Global”), is incorporated in the State of Florida with operations located in San Diego, California, providing complete, communication and data services and products to small to mid-sized organizations (“SMB”).

 

CORPORATE HISTORY

 

COMPANY OVERVIEW

 

We were originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. and Ally Pharma changed its name to TPT Global Tech, Inc. In 2014, we acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International, LLC (“Global Telecom”). Effective January 31, 2015, we completed our acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). In October 2015, we acquired the assets of both Port2Port, Inc. (“Port2Port”) and Digithrive, Inc. (“Digithrive”). Effective September 30, 2016, we acquired 100% ownership in San Diego Media, Inc. (“SDM”). In December 2016, we acquired the Lion Phone technology. In October and November 2017, we acquired Blue Collar, Inc. (“Blue Collar”), Hollywood Riviera, LLC (“Hollywood Riviera”) and HRS Mobile, LLC (“HRS”), and certain assets of Matrixsites, Inc. (“Matrixsites”).

 

We are based in San Diego, California, and operate as a Media Content Hub for Domestic and International syndication Technology/Telecommunications company operating on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provides technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

 

Our executive offices are located at 501 West Broadway, Suite 800, San Diego, CA 92101 and the telephone number is (619) 400-4996. We maintain a website at www.tptglobaltech.com, and such website is not incorporated into or a part of this filing.

 

Implications of Being an Emerging Growth Company

 

As a company with less than $1.0 billion of revenue during our last fiscal year, we qualify as an emerging growth company as defined in the JOBS Act, and we may remain an emerging growth company for up to five years from the date of the first sale in this offering. However, if certain events occur prior to the end of such five-year period, including if we become a large accelerated filer, our annual gross revenue exceeds $1.0 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not emerging growth companies. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity interests. However, we have irrevocably elected not to avail ourselves of the extended transition period for complying with new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

Summary of Financial Information

 

The following tables set forth, for the periods and as of the dates indicated, our summary financial data. The statements of operations for the three months ended September 30, 2017, and the balance sheet data as of September 30, 2017 are derived from our unaudited condensed consolidated financial statements. The unaudited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the

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financial information set forth in those statements. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. The statements of operations for the years ended December 31, 2016 and 2015, and balance sheet data as of December 31, 2016, are derived from our audited financial statements included elsewhere in this prospectus. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future.

 

    September 30,   December 31,
    2017   2016   2015
Total Assets   $ 5,037,221     $ 6,081,222     $ 4,976,670  
Current Liabilities   $ 6,652,689     $ 5,609,676     $ 4,137,705  
Long-term Liabilities   $ 261,872     $ 257,088     $ 12,519  
Stockholders’ Equity (Deficit)   ($ 1,877,340 )   $ 214,458     $ 826,447  

 

    Three Months Ended   Years Ended
   

September 30, 2017

(Unaudited)

  December 31, 2016 (Audited)  

December 31, 2015

(Audited)

Revenues   $ 477,184     $ 2,766,730     $ 3,204,423  
Net Loss   ($ 653,497 )   ($ 4,463,199 )   ($ 4,963,858 )

 

At September 30, 2017, the accumulated deficit was $(11,748,600). At December 31, 2016, the accumulated deficit was $(9,618,038). At December 31, 2015, the accumulated deficit was $(5,154,839). We anticipate that we will operate in a deficit position and continue to sustain net losses for the foreseeable future.

 

 

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CORPORATE ORGANIZATION CHART

 

The Offering

 

We are registering 47,184,585 shares for sale on behalf of selling shareholders.

 

Our common stock, only, will be transferable immediately upon the effectiveness of the Registration Statement. (See “Description of Securities”)

 

Common shares outstanding before this offering 136,953,904
Maximum common shares being offered by our existing selling shareholders 47,184,585
Maximum common shares outstanding after this offering 136,953,904
   

 

We are authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001 and 100,000,000 shares of preferred stock. Our current shareholders, officers and directors collectively own 136,953,904 shares of restricted common stock as of this date. Our shares being registered were issued in the following amounts and at the following prices:

 

Number of Shares Original Consideration Issue Price Per Share
2,000,000 Founders Services $0.001
11,267,670 Asset Acquisition $0.10 to $0.81
2,983,380 Conversion of Convertible Promissory Notes $0.20 to $0.80
4,278,496 Private Placement $0.10 to $0.50
8,876,649 Services $0.10 to $0.30
10,150,012 Prior Ally Pharma $0.001
3,140,245 CDDE & CO $0.001
4,488,033 Gifts to Family $0.001

 

 

Currently there is a limited public trading market for our stock on OTC Pink Sheets under the symbol “TPTG.”

 

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Forward Looking Statements

 

This prospectus contains various forward-looking statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in this prospectus, the words "believe", "expect", "anticipate", "estimate" and similar expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors". Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

 

RISK FACTORS RELATED TO OUR BUSINESS

 

Many of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.

 

We will compete with other providers of telephony service, many of which have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors may be able to offer, or bring to market earlier, products and services that are superior to our own in terms of features, quality, pricing or other factors. Our failure to compete successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.

 

The market for broadband and VoIP services is highly competitive, and we compete with several other companies within a single market:

     
  cable operators offering high-speed Internet connectivity services and voice communications;
  incumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;
  3G cellular, PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services;
  internet service providers offering dial-up Internet connectivity;
  municipalities and other entities operating free or subsidized WiFi networks;
  providers of VoIP telephony services;
  wireless Internet service providers using licensed or unlicensed spectrum;
  satellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP telephony;
  electric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and
  resellers providing wireless Internet service by “piggy-backing” on DSL or WiFi networks operated by others.

         

Moreover, we expect other existing and prospective competitors, particularly if our services are successful; to adopt technologies or business plans similar to ours, or seek other means to develop a product competitive with our services. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources, such as advertising, and thus may offer their products and services at lower prices than ours. These or other competitors may also reduce the prices of their services significantly or may offer broadband connectivity packaged with other products or services. We may not be able to reduce our prices or otherwise alter our services correspondingly, which would make it more difficult to attract and retain subscribers.

 

Our Acquisitions could result in operating difficulties, dilution and distractions from our core business.

 

We have evaluated, and expect to continue to evaluate, potential strategic transactions, including larger acquisitions. The process of acquiring and integrating a company, business or technology is risky, may require a disproportionate amount of our management or financial resources and may create unforeseen operating difficulties or expenditures, including:

     
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  difficulties in integrating acquired technologies and operations into our business while maintaining uniform standards, controls, policies and procedures;
  increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations that are required of a company filing reports under the Securities Exchange Act;
  difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities based on accounting principles not generally accepted in the United States, particularly those entities in which we lack control; and
  the inability to predict or anticipate market developments and capital commitments relating to the acquired company, business or technology.

         

Acquisitions of and joint ventures with companies organized outside the United States often involve additional risks, including:

     
  difficulties, as a result of distance, language or culture differences, in developing, staffing and managing foreign operations;
  lack of control over our joint ventures and other business relationships;
  currency exchange rate fluctuations;
  longer payment cycles;
  credit risk and higher levels of payment fraud;
  foreign exchange controls that might limit our control over, or prevent us from repatriating, cash generated outside the United States;
  potentially adverse tax consequences;
  expropriation or nationalization of assets;
  differences in regulatory requirements that may make it difficult to offer all of our services;
  unexpected changes in regulatory requirements;
  trade barriers and import and export restrictions; and
  political or social unrest and economic instability.

      

The anticipated benefit of any of our acquisitions or investments may never materialize. Future investments, acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future investments and acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all.

 

Our substantial indebtedness and our current default status and any restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

 

Our indebtedness could have important consequences to the holders of our common stock, such as:

     
  we may not be able to obtain additional financing to fund working capital, operating losses, capital expenditures or acquisitions on terms acceptable to us or at all;
  we may be unable to refinance our indebtedness on terms acceptable to us or at all;
  if substantial indebtedness continues it could make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures; and
  cash flows from operations are currently negative and may continue to be so, and our remaining cash, if any, may be insufficient to operate our business.
  paying dividends to our stockholders;
  incurring, or cause certain of our subsidiaries to incur, additional indebtedness;
  permitting liens on or conduct sales of any assets pledged as collateral;
  selling all or substantially all of our assets or consolidate or merge with or into other companies;
  repaying existing indebtedness; and
  engaging in transactions with affiliates.

        

Some of our indebtedness is in default and most is current. Our inability to renegotiate our indebtedness may cause lien holders to obtain possession of a good portion of our assets which would significantly alter our ability to generate revenues and obtain any additional financing.

 

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We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber turnover and reduce our revenues.

 

Our success depends on developing and providing products and services that give subscribers a high quality Internet connectivity and VoIP experience. If the number of subscribers using our network and the complexity of our products and services increase, we will require more infrastructure and network resources to maintain the quality of our services. Consequently, we expect to make substantial investments to construct and improve our facilities and equipment and to upgrade our technology and network infrastructure. If we do not implement these developments successfully, or if we experience inefficiencies, operational failures or unforeseen costs during implementation, the quality of our products and services could decline.

 

We may experience quality deficiencies, cost overruns and delays on construction, maintenance and upgrade projects, including the portions of those projects not within our control or the control of our contractors. The construction of our network requires the receipt of permits and approvals from numerous governmental bodies, including municipalities and zoning boards. Such bodies often limit the expansion of transmission towers and other construction necessary for our business. Failure to receive approvals in a timely fashion can delay system rollouts and raise the cost of completing construction projects. In addition, we typically are required to obtain rights from land, building and tower owners to install our antennas and other equipment to provide service to our subscribers. We may not be able to obtain, on terms acceptable to us, or at all, the rights necessary to construct our network and expand our services.

 

We also face challenges in managing and operating our network. These challenges include operating, maintaining and upgrading network and customer premises equipment to accommodate increased traffic or technological advances, and managing the sales, advertising, customer support, billing and collection functions of our business while providing reliable network service at expected speeds and VoIP telephony at expected levels of quality. Our failure in any of these areas could adversely affect customer satisfaction, increase subscriber turnover, increase our costs, decrease our revenues and otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

 

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

 

Even though we have established license agreements, growth requires that we plan to provide our services obtaining additional licensed spectrum both in the United States and internationally, we depend on our ability to acquire and maintain sufficient rights to use licensed spectrum by obtaining our own licenses or long-term spectrum leases, in each of the markets in which we operate or intend to operate. Licensing is the short-term solution to obtaining the necessary spectrum as building out spectrum is a long and difficult process that can be costly and require a disproportionate amount of our management resources. We may not be able to acquire, lease or maintain the spectrum necessary to execute our business strategy.       

 

Using licensed spectrum, whether owned or leased, poses additional risks to us, including:

     
  inability to satisfy build-out or service deployment requirements upon which our spectrum licenses or leases are, or may be, conditioned;
  increases in spectrum acquisition costs;
  adverse changes to regulations governing our spectrum rights;
  the risk that spectrum we have acquired or leased will not be commercially usable or free of harmful interference from licensed or unlicensed operators in our or adjacent bands;
  with respect to spectrum we will lease in the United States, contractual disputes with or the bankruptcy or other reorganization of the license holders, which could adversely affect our control over the spectrum subject to such license;
  failure of the FCC or other regulators to renew our spectrum licenses as they expire; and
  invalidation of our authorization to use all or a significant portion of our spectrum, resulting in, among other things, impairment charges related to assets recorded for such spectrum.

    

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.

 

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business, brand and reputation with investors may be harmed.

 

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In addition, reporting a material weakness may negatively impact investors’ perception of us. We have allocated, and will continue to allocate, significant additional resources to remedy any deficiencies in our internal control. There can be no assurances that our remedial measures will be successful in curing the any material weakness or that other significant deficiencies or material weaknesses will not arise in the future.

 

Interruption or failure of our information technology and communications systems could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.

 

We have experienced service interruptions in some markets in the past and may experience service interruptions or system failures in the future. Any unscheduled service interruption adversely affects our ability to operate our business and could result in an immediate loss of revenues. If we experience frequent or persistent system or network failures, our reputation and brand could be permanently harmed. We may make significant capital expenditures to increase the reliability of our systems, but these capital expenditures may not achieve the results we expect.

 

Our products and services depend on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our network is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be adequate. The occurrence of a natural disaster or unanticipated problems at our network centers could result in lengthy interruptions in our service and adversely affect our operating results.

 

The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.

     

The markets in which we and our customers compete are characterized by rapidly changing technology, evolving industry standards and communications protocols, and continuous improvements in products and services. Our future success depends on our ability to enhance current products and to develop and introduce in a timely manner new products that keep pace with technological developments, industry standards and communications protocols, compete effectively on the basis of price, performance and quality, adequately address end-user customer requirements and achieve market acceptance. There can be no assurance that the deployment of wireless networks will not be delayed or that our products will achieve widespread market acceptance or be capable of providing service at competitive prices in sufficient volumes. In the event that our products are not timely and economically developed or do not gain widespread market acceptance, our business, results of operations and financial condition would be materially adversely affected. There can also be no assurance that our products will not be rendered obsolete by the introduction and acceptance of new communications protocols.

 

The broadband services industry is characterized by rapid technological change, competitive pricing, frequent new service introductions and evolving industry standards and regulatory requirements. We believe that our success depends on our ability to anticipate and adapt to these challenges and to offer competitive services on a timely basis. We face a number of difficulties and uncertainties associated with our reliance on technological development, such as:

     
  competition from service providers using more traditional and commercially proven means to deliver similar or alternative services;
  competition from new service providers using more efficient, less expensive technologies, including products not yet invented or developed;
  uncertain consumer acceptance;
  realizing economies of scale;
  responding successfully to advances in competing technologies in a timely and cost-effective manner;
  migration toward standards-based technology, requiring substantial capital expenditures; and
  existing, proposed or undeveloped technologies that may render our wireless broadband and VoIP telephony services less profitable or obsolete.

         

As the products and services offered by us and our competitors develop, businesses and consumers may not accept our services as a commercially viable alternative to other means of delivering wireless broadband and VoIP telephony services.

 

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If we are unable to successfully develop and market additional services and/or new generations of our services offerings or market our services and product offerings to a broad number of customers, we may not remain competitive.

 

Our future success and our ability to increase net revenue and earnings depend, in part, on our ability to develop and market new additional services and/or new generations of our current services offerings and market our existing services offerings to a broad number of customers. However, we may not be able to, among other things:

 

· successfully develop or market new services or product offerings or enhance existing services offerings;
· educate third-party sales organizations adequately for them to promote and sell our services offerings;
· develop, market and distribute existing and future services offerings in a cost-effective manner; or
· operate the facilities needed to provide our services offerings.

If we fail to develop new service offerings, or if we incur unexpected expenses or delays in product development or integration, we may lose our competitive position and incur substantial additional expenses or may be required to curtail or terminate all or part of our present planned business operations.

 

Our failure to do any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. In addition, if any of our current or future services offerings contain undetected errors or design defects or do not work as expected for our customers, our ability to market these services offerings could be substantially impeded, resulting in lost sales, potential reputation damage and delays in obtaining market acceptance of these services offerings. We cannot assure you that we will continue to successfully develop and market new or enhanced applications for our services offerings. If we do not continue to expand our services offerings portfolio on a timely basis or if those products and applications do not receive market acceptance, become regulatory restricted, or become obsolete, we will not grow our business as currently expected.

 

We operate in a very competitive environment.

 

There are three types of competitors for our service offerings.

 

(1) The value-added resellers and other vendors of hardware and software for on-site installation do not typically have an offering similar to our cloud-based services. However, they are the primary historic service suppliers to our targeted customers and will actively work to defend their customer base.

 

(2) There are a number of providers offering services, but they typically offer only one or two applications of their choosing instead of our offering which bundles customer’s chosen services.

 

(3) There are a few providers that offer more than two applications from the cloud. However currently, these providers typically offer only those applications they have chosen.

 

Our industry is characterized by rapid change resulting from technological advances and new services offerings. Certain competitors have substantially greater capital resources, larger customer bases, larger sales forces, greater marketing and management resources, larger research and development staffs and larger facilities than our and have more established reputations with our target customers, as well as distribution channels that are entrenched and may be more effective than ours. Competitors may develop and offer technologies and products that are more effective, have better features, are easier to use, are less expensive and/or are more readily accepted by the marketplace than our offerings. Their products could make our technology and service offerings obsolete or noncompetitive. Competitors may also be able to achieve more efficient operations and distribution than ours may be able to and may offer lower prices than we could offer profitably. We may decide to alter or discontinue aspects of our business and may adopt different strategies due to business or competitive factors or factors currently unforeseen, such as the introduction by competitors of new products or services technologies that would make part or all of our service offerings obsolete or uncompetitive.

 

In addition, the industry could experience some consolidation. There is also a risk that larger companies will enter our markets.

 

If we fail to maintain effective relationships with our major vendors, our services offerings and profitability could suffer.

 

We use third party providers for services. In addition, we purchase hardware, software and services from external suppliers. Accordingly, we must maintain effective relationships with our vendor base to source our needs, maintain continuity of supply, and achieve reasonable costs. If we fail to maintain effective relationships with our vendor base, this may adversely affect our ability to deliver the best products and services to our customers and our profitability could suffer.

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Our business, financial condition and results of operations may be adversely affected by the performance of third-party distributors and consultants and our ability to maintain these relationships on terms that are favorable.

 

We will use third-party sales organizations, along with employee sales organizations, to sell our services. These third-party sales organizations operate independently, and we have limited control over their operations, which exposes us to significant risks. These sales organizations may not commit the necessary resources to market and sell our service offerings and these sales organizations have non-exclusive relationships with us, meaning they may also market and sell competitive products and services. In addition, many of these third-party sales organizations may not comply with the laws and regulatory requirements in their local jurisdictions, which may limit their ability to market or sell our service and product offerings. If current or future distributors do not perform adequately, or if we are unable to locate and retain competent distributors and secure their services on favorable terms, or at all, we may be unable to increase or maintain our level of net revenue in these markets or enter new markets, and we may not realize our expected growth.

 

We rely to some degree upon third parties to augment product development and licensed software. For example, we rely on Microsoft to supply certain software or applications for our service offerings and third parties also assist with product development and testing activities. To the extent any of these parties fail to deliver their components and other services in a timely manner or within required specifications or pricing, we could be adversely affected.

 

Any failure of the physical or electronic security that resulted in unauthorized parties gaining access to customer data could adversely affect our business, financial condition and results of operations.

 

We use commercial data networks to service customers cloud based services and the associated customer data. Any data is subject to the risk of physical or electronic intrusion by unauthorized parties. We have a multi-homed firewalls and Intrusion Detection / Prevention systems to protect against electronic intrusion and two physical security levels in our networks. Our policy is to close all external ports as a default. Robust anti-virus software runs on all client servers. Systems have automated monitoring and alerting for unusual activity. We also have a Security Officer who monitors these systems. We have better security systems and expertise than our clients can afford separately but any failure of these systems could adversely affect our business growth and financial condition.

 

Demand for our service offerings may decrease if new government regulations substantially increase costs, limit delivery or change the use of Internet access and other products on which our service offerings depend.

 

We are dependent on Internet access to deliver our service offerings. If new regulations are imposed that limit the use of the Internet or impose significant taxes on services delivered via the Internet it could change our cost structure and/or affect our business model. The significant changes in regulatory costs or new limitations on Internet use could impact our ability to operate as we anticipate, could damage our reputation with our customers, disrupt our business or result in, among other things, decreased net revenue and increased overhead costs. As a result, any such failure could harm our business, financial condition and results of operations.

 

Our securities, as offered hereby, are highly speculative and should be purchased only by persons who can afford to lose their entire investment in us. Each prospective investor should carefully consider the following risk factors, as well as all other information set forth elsewhere in this prospectus, before purchasing any of the shares of our common stock.

 

We will be unable to fully implement our Business Plan without raising additional money through the sale of debt or equity securities, or without obtaining other financing.

 

We anticipate generating revenues in the future from broadband connectivity, other Internet services, and telephony services. Demand and market acceptance for these recently introduced services and products delivered over the Internet is uncertain. Critical issues concerning the use of the Internet, such as ease of access, security, reliability, cost and quality of service, exist and may affect the growth of Internet use or the attractiveness of conducting commerce online. In addition, the Internet and online services may not be accepted as viable for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. To the extent that the Internet and online services continue to experience significant growth, there can be no assurance that the infrastructure of the Internet and online services will prove adequate to support increased user demands. In addition, the Internet or online services could lose their viability due to delays in the development or adoption of new standards and protocols required to handle increased levels of Internet or online service activity. Changes in, or insufficient availability of, telecommunications services to support the Internet or online services also could result in slower response times and adversely affect usage of the Internet and online services generally and us in particular. If use of the Internet and online services does not continue to grow or grows more slowly than expected, if the infrastructure for the Internet and online services does not effectively support growth that may occur, or if the Internet and online services do not become a viable commercial marketplace, our business could be adversely affected.

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Certain aspects of our VoIP telephony services differ from traditional telephone service. The factors that may have this effect include:

     
  our subscribers may experience lower call quality than they experience with traditional wireline telephone companies, including static, echoes and transmission delays;
  our subscribers may experience higher dropped-call rates than they experience with traditional wireline telephone companies; and
  a power loss or Internet access interruption causes our service to be interrupted.

         

Additionally, our VoIP emergency calling service is significantly more limited than the emergency calling services offered by traditional telephone companies. Our VoIP emergency calling service can only transmit to a dispatcher at a public safety answering point, or PSAP, the location information that the subscriber has registered with us, which may at times be different from the actual location at the time of the call. As a result, our emergency calling systems may not assure that the appropriate PSAP is reached and may cause significant delays, or even failures, in callers’ receipt of emergency assistance. Our failure to develop or operate an adequate emergency calling service could subject us to substantial liabilities and may result in delays in subscriber adoption of our VoIP telephony services or all of our services, abandonment of our services by subscribers, and litigation costs, damage awards and negative publicity, any of which could harm our business, prospects, financial condition or results of operations.

 

If our subscribers do not accept the differences between our VoIP telephony services and traditional telephone service, they may not adopt or keep our VoIP telephony services or our other services, or may choose to retain or return to service provided by traditional telephone companies. Because VoIP telephony services represent an important aspect of our business strategy, failure to achieve subscribers’ acceptance of our VoIP telephony services may adversely affect our prospects, results of operations and the trading price of our shares.

 

If our ViVoware Technology division does not develop and deliver the software and equipment that we need, we may be unable to execute our business strategy or operate our business .

 

We will depend on ViVoware Technology to develop complex systems, software and hardware products and components in a timely manner at a high level of quality, including our NLOS wireless broadband connectivity platform and other related products. In addition, we will depend on ViVoware to develop additional equipment for use with our broadband service. We intend to expand ViVoware’s portfolio of supported devices to include products like PC Cards, PC Express Module and chip sets installed directly in consumer devices such as PDAs and other portable and mobile devices. We believe we will need these products and supported systems to address customers’ growing preference for greater mobility. Furthermore, original equipment manufacturers may be unwilling to incorporate our chipsets into their devices. These new products and services may not be successful, and we may incur significant losses as a result. If our products and services become obsolete or we otherwise do not develop and offer competitive products or services on a timely basis, our business, prospects and operating results would be adversely affected.

 

The development process for ViVoware products is highly uncertain, as the products are sophisticated and require significant innovation from both ViVoware’s product designers and engineers and our third-party developers and suppliers. The development process is lengthy and requires that we incur significant expenses, some of which may be unforeseen or may exceed our estimates. Since we believe the prices of established products tend to decline significantly over time, we believe we will need to develop product enhancements and new technologies continuously to mitigate the effects of declining prices for products sold to third parties or to reduce production and delivery costs. If we fail to anticipate developments in technological trends or the adoption of new engineering or industry standards, or we are otherwise unable to develop high quality products on a timely basis, or if we cannot acquire such products from other sources, we may be unable to introduce new products and services and our existing products and services may become obsolete. Such failure would adversely affect our operating results and prospects, and may impair the value of our assets.

 

We rely on contract manufacturers and a limited number of third party suppliers to produce our network equipment and to maintain our network sites. If these companies fail to perform, we may have a shortage of components and may be required to suspend our network deployment and our product and service introduction .

       

We depend on contract manufacturers, to produce and deliver acceptable, high quality products on a timely basis. We also depend on a limited number of third parties to maintain our network facilities. If our contract manufacturer or other providers do not satisfy our requirements, or if we lose our contract manufacturers or any other significant provider, we may have an insufficient network services for delivery to subscribers, we may be forced to suspend portions of our wireless broadband network, enrollment of new subscribers, and product sales and our business, prospects, financial condition and operating results may be harmed.

 

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We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy .  

 

We will be highly dependent on the scientific, technical, and managerial skills of certain key employees, including technical, research and development, sales, marketing, financial and executive personnel, and on our ability to identify, hire and retain additional personnel. To accommodate our current size and manage our anticipated growth, we must expand our employee base. Competition for key personnel, particularly persons having technical expertise, is intense, and there can be no assurance that we will be able to retain existing personnel or to identify or hire additional personnel. The need for such personnel is particularly important given the strains on our existing infrastructure and the need to anticipate the demands of future growth. In particular, we are highly dependent on the continued services of our senior management team, which currently is composed of a small number of individuals. We do not maintain key-man life insurance on the life of any employee. The inability of us to attract, hire or retain the necessary technical, sales, marketing, financial and executive personnel, or the loss of the services of any member of our senior management team, could have a material adverse effect on us.

 

Our future success depends largely on the expertise and reputation of our founder, Chairman and Chief Executive Officer Stephen J. Thomas, Richard Eberhardt, and the other members of our senior management team. In addition, we intend to hire additional highly skilled individuals to staff our operations. Loss of any of our key personnel or the inability to recruit and retain qualified individuals could adversely affect our ability to implement our business strategy and operate our business.

 

We are currently managed by a small number of key management and operating personnel. Our future success depends, in part, on our ability to recruit and retain qualified personnel. Failure to do so likely would have an adverse impact on our business and the trading price of our common stock.

 

If our data security measures are breached, subscribers may perceive our network and services as not secure .

 

Our network security and the authentication of the subscriber’s credentials are designed to protect unauthorized access to data on our network. Because techniques used to obtain unauthorized access to or to sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate or implement adequate preventive measures against unauthorized access or sabotage. Consequently, unauthorized parties may overcome our encryption and security systems and obtain access to data on our network, including on a device connected to our network. In addition, because we operate and control our network and our subscribers’ Internet connectivity, unauthorized access or sabotage of our network could result in damage to our network and to the computers or other devices used by our subscribers. An actual or perceived breach of network security, regardless of whether the breach is our fault, could harm public perception of the effectiveness of our security measures, adversely affect our ability to attract and retain subscribers, expose us to significant liability and adversely affect our business prospects.

 

Our activities outside the United States could disrupt our operations .

       

We intend to invest in various international companies and spectrum opportunities through acquisitions and strategic alliances as these opportunities arise. Our activities outside the United States operate in environments different from the one we face in the United States, particularly with respect to competition and regulation. Due to these differences, our activities outside the United States may require a disproportionate amount of our management and financial resources, which could disrupt our U.S. operations and adversely affect our business.

 

In a number of international markets, we face substantial competition from local service providers that offer or may offer their own wireless broadband or VoIP telephony services and from other companies that provide Internet connectivity services. We may face heightened challenges in gaining market share, particularly in certain European countries, where a large portion of the population already has broadband Internet connectivity and incumbent companies already have a dominant market share in their service areas. Furthermore, foreign providers of competing services may have a substantial advantage over us in attracting subscribers due to a more established brand, greater knowledge of local subscribers’ preferences and access to significant financial or strategic resources.

 

In addition, foreign regulatory authorities frequently own or control the incumbent telecommunications companies operating under their jurisdiction. Established relationships between government-owned or government-controlled telecommunications companies and their traditional local providers of telecommunications services often limit access of third parties to these markets. The successful expansion of our international operations in some markets will depend on our ability to locate, form and maintain strong relationships with established local communication services and equipment providers. Failure to establish these relationships or to market or sell our products and services successfully could limit our ability to attract subscribers to our services.

 

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We may be unable to protect our intellectual property, which could reduce the value of our services and our brand .

 

Our ability to compete effectively depends on our ability to protect our proprietary technologies, system designs and manufacturing processes. We may not be able to safeguard and maintain our proprietary rights. We rely on patents, trademarks and policies and procedures related to confidentiality to protect our intellectual property. Some of our intellectual property, however, is not covered by any of these protections.

 

We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future .

 

Our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. These competitors may claim that our services and products infringe on these patents or other proprietary rights. Defending against infringement claims, even merit less ones, would be time consuming, distracting and costly. If we are found to be infringing proprietary rights of a third party, we could be enjoined from using such third party’s rights and be required to pay substantial royalties and damages, and may no longer be able to use the intellectual property on acceptable terms or at all. Failure to obtain licenses to intellectual property could delay or prevent the development, manufacture or sale of our products or services and could cause us to expend significant resources to develop or acquire non-infringing intellectual property.

 

Our business depends on our brand, and if we do not maintain and enhance our brand, our ability to attract and retain subscribers may be impaired and our business and operating results harmed .

 

We believe that our brand is a critical part of our business. Maintaining and enhancing our brand may require us to make substantial investments with no assurance that these investments will be successful. If we fail to promote and maintain the “TPTG ViVoware and ViVo-Link” brand, or if we incur significant expenses in this effort, our business, prospects, operating results and financial condition may be harmed. We anticipate that maintaining and enhancing our brand will become increasingly important, difficult and expensive.

 

We are subject to extensive regulation.

    

Our acquisition, lease, maintenance and use of spectrum licenses are extensively regulated by federal, state, local, and foreign governmental entities. A number of other federal, state, local and foreign privacy, security and consumer laws also apply to our business. These regulations and their application are subject to continual change as new legislation, regulations or amendments to existing regulations are adopted from time to time by governmental or regulatory authorities, including as a result of judicial interpretations of such laws and regulations. Current regulations directly affect the breadth of services we are able to offer and may impact the rates, terms and conditions of our services. Regulation of companies that offer competing services, such as cable and DSL providers and incumbent telecommunications carriers, also affects our business indirectly.

 

We are also subject to regulation because we provide VoIP telephony services. As an “interconnected” VoIP provider, we are required under FCC rules, to comply with the Communications Assistance for Law Enforcement Act, or CALEA, which requires service providers to build certain capabilities into their networks and to accommodate wiretap requests from law enforcement agencies.

 

In addition, the FCC or other regulatory authorities may in the future restrict our ability to manage subscribers’ use of our network, thereby limiting our ability to prevent or address subscribers’ excessive bandwidth demands. To maintain the quality of our network and user experience, we manage the bandwidth used by our subscribers’ applications, in part by restricting the types of applications that may be used over our network. Some providers and users of these applications have objected to this practice. If the FCC or other regulatory authorities were to adopt regulations that constrain our ability to employ bandwidth management practices, excessive use of bandwidth-intensive applications would likely reduce the quality of our services for all subscribers. Such decline in the quality of our services could harm our business.

 

In certain of our international markets, the services provided by our business may require receipt of a license from national, provincial or local regulatory authorities. Where required, regulatory authorities may have significant discretion in granting the licenses and in the term of the licenses, and are often under no obligation to renew the licenses when they expire.

 

The breach of a license or applicable law, even if inadvertent, can result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. In addition, regulatory authorities may grant new licenses to third parties, resulting in greater competition in territories where we already have rights to licensed spectrum. In order to promote competition, licenses may also require that third parties be granted access to our bandwidth, frequency capacity, facilities or services. We may not be able to obtain or retain any required license, and we may not be able to renew a license on favorable terms, or at all.

 

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Our wireless broadband and VoIP telephony services may become subject to greater state or federal regulation in the future. The scope of the regulations that may apply to VoIP telephony services providers and the impact of such regulations on providers’ competitive position are presently unknown.

 

Our Chairman and Chief Executive Officer is also our largest stockholder, and as a result he can exert control over us and has actual or potential interests that may diverge from yours.

 

Mr. Thomas may have interests that diverge from those of other holders of our common stock and he owns our super majority voting Series A stock. As a result, Mr. Thomas may vote the shares he owns or otherwise cause us to take actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations and the trading price of our common stock.

 

Through his control, Mr. Thomas can control our management, affairs and all matters requiring stockholder approval, including the approval of significant corporate transactions, a sale of our company, decisions about our capital structure and, the composition of our board of directors.

 

RISK FACTORS RELATED TO OUR STOCK

 

We can give no assurance of success or profitability to our investors.

 

We incurred losses for the years ended December 31, 2016 and 2015 of $4,463,199 and $4,963,858, respectively, and for the nine months ended September 30, 2017 of $2,130,562. Our cash flows from operating activities for the nine months ended September 30, 2017 and 2016 were negative $538,187 and $244,159, respectively. In order for us to continue as a going concern, we will need to obtain additional debt or equity financing, and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

 

Our sources of capital are loans and sales of equity from common or preferred stock. We have no commitments for loans or equity sales at this date.

 

We may in the future issue more shares which could cause a loss of control by our present management and current stockholders.

 

We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

 

We have options issued and outstanding which are convertible into our common stock. A conversion of such equity instruments could have a dilutive effect to existing shareholders.

 

At September 30, 2017, we had options issued and outstanding exercisable into 53,600 shares of our common stock at ranges from $0.046 to $0.22 per share. The options are all exercisable. The exercise of the options into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders. There are no warrants outstanding.

 

Our officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in .

 

Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director. (See “Conflicts of Interest” at page 63)

 

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We have agreed to indemnification of officers and directors as is provided by Florida Statutes.

 

Florida Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

 

Our directors’ liability to us and shareholders is limited.

 

Florida Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

 

Our Stock prices in the Market may be volatile.

 

The value of our Common stock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

     
  quarterly variations in our results of operations or those of our competitors;
  announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
  disruption to our operations or those of other sources critical to our network operations;
  the emergence of new competitors or new technologies;
  our ability to develop and market new and enhanced products on a timely basis;
  seasonal or other variations in our subscriber base;
  commencement of, or our involvement in, litigation;
  availability of additional spectrum;
  dilutive issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;
  changes in our board or management;
  adoption of new or different accounting standards;
  changes in governmental regulations or in the status of our regulatory approvals;
  changes in earnings estimates or recommendations by securities analysts;
  announcements regarding WiMAX and other technical standards; and
  general economic conditions and slow or negative growth of related markets.

         

In addition, the stock market in general, and the market for shares of technology companies in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our common stock will be subject to such fluctuations.

 

We may not be able to successfully implement our business strategy without substantial additional capital. Any such failure may adversely affect the business and results of operations.

 

Unless we can generate revenues sufficient to implement our Business Plan, we may need to obtain additional financing through debt or bank financing, or through the sale of shareholder interests to execute our Business Plan. We may not be able to obtain this financing at all or on terms that are favorable or acceptable to us. Moreover, if we issue additional equity securities to support our operations, Investor holdings may be diluted.

 

We are reliant, in part, on third party sales organizations, which may not perform as we expect.

 

We, from time to time rely on the sales force of third-party sales organizations with support from our own selling resources. The third-party relationships and internal organization are not fully developed at this time and must be developed. We may not be able to hire effective inside sales people to help our third-party sales organizations close sales. There is no assurance that any approaches will improve sales. Further, using only a direct sales force would be less cost-effective than our plan to use third-party sales organizations. In addition, a direct sales model may be ineffective if we were unable to hire and retain qualified salespeople and if the sales force fails to complete sales. Moreover, even if we successfully implement our business strategy, we may not have positive operating results. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors.

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Our growth may be affected adversely if our sales of products and services are negatively affected by competition or other factors.

 

The growth of our business is dependent, in large part, upon the development of sales for our services and product offerings. Market opportunities that we expect to exist may not develop as expected, or at all. For example, a substantial percentage of our service offerings is oriented around data access. If lower cost alternatives are developed, our sales would decrease and our operating results would be negatively affected. Moreover, even if market opportunities develop as expected, new technologies and services offerings introduced by competitors may significantly limit our ability to capitalize on any such market opportunity. Our failure to capitalize on expected market opportunities would adversely affect revenue growth.

 

The lack of operating history and the rapidly changing nature of the market in which we compete make it difficult to accurately forecast revenues and operating results. We anticipate that revenues and operating results might fluctuate in the future due to a number of factors including the following:

 

· the timing of sales for current services and products offerings
· the timing of new product implementations
· unexpected delays in introducing new services and products offerings
· increased expense related to sales and marketing, product development or administration
· the mix of products and our services offerings
· costs related to possible acquisitions of technology or business.
· costs of providing services

 

We may be unable to compete with larger, more established competitors.

 

The market for providing network delivered service solutions is competitive. We expect competition to intensify in the future. Many of our potential competitors have longer operating histories, larger customer bases, greater recognition and significantly greater resources. As a result, competitors may be able to respond more quickly to emerging technologies and changes in customer requirements than we can. The continuous and timely introduction of competitively priced services offerings into the market is critical to our success, and there can be no assurance that we will be able to introduce such services offerings. We may not be able to compete successfully against competitors, and the competitive pressures we face may have an adverse effect on our business.

 

RISKS RELATING TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION

 

We may not be able to protect our intellectual property and proprietary rights.

 

There can be no assurances that we will be able to obtain intellectual property protection that will effectively prevent any competitors from developing or marketing the same or a competing technology. In addition, we cannot predict whether we will be subject to intellectual property litigation the outcome of which is subject to uncertainty and which can be very costly to pursue or defend. We will attempt to continue to protect our proprietary designs and to avoid infringing on the intellectual property of third parties. However, there can be no assurance that we will be able to protect our intellectual property or avoid suits by third parties claiming intellectual property infringement.

 

If our patents and other intellectual property rights do not adequately protect our service offering, we may lose market share to competitors and be unable to operate our business profitably.

 

Patents and other proprietary rights are anticipated to be of value to our future business, and our ability to compete effectively with other companies depends on the proprietary nature of our current or future technologies. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain, and strengthen our competitive position. We cannot assure you that any future patent applications will result in issued patents, that any patents issued or licensed to us will not be challenged, invalidated or circumvented or that the rights granted there under will provide a competitive advantage to us or prevent competitors from entering markets which we currently serve. Any required license may not be available to us on acceptable terms, if at all or may become invalid if the licensee’s right to such technology become challenged and/or revoked. In addition, some licenses may be non-exclusive, and therefore competitors may have access to the same technologies as we do. Furthermore, we may have to take legal action in the future to protect our trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to us, and we cannot assure you that such actions will be successful. The invalidation of key patents or proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations.

 

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We may in the future become subject to claims that some, or the entire service offering violates the patent or intellectual property rights of others, which could be costly and disruptive to us.

 

We operate in an industry that is susceptible to patent litigation. As a result, we or the parties we license technology from may become subject to patent infringement claims or litigation. Further, one or more of our future patents or applications may become subject to interference proceedings declared by the U.S. Patent and Trademark Office, (“USPTO”) or the foreign equivalents thereof to determine the priority of claims to inventions. The defense of intellectual property suits, USPTO interference proceedings or the foreign equivalents thereof, as well as related legal and administrative proceedings, are both costly and time consuming and may divert management's attention from other business concerns. An adverse determination in litigation or interference proceedings to which we may become a party could, among other things:

 

Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

 

Our stock will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares.

 

The shares of our common stock may be thinly-traded on the OTC Market, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common Securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of our Company.

 

The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.

 

We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

 

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

 

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired

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consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

 

Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.

 

That absent arbitration agreements, specific legal remedies available to investors of penny stocks include the following:

 

If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 

If a penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

 

The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.

 

We will pay no dividends in the foreseeable future .

 

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.

 

Rule 144 sales in the future may have a depressive effect on our stock price.

 

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six month. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

 

Any sales of our common stock, if in significant amounts, are likely to depress the future market price of our securities.

 

Assuming all of the shares of common stock held by the selling security holders registered hereby are sold, we would have 47,184,585 new shares that are freely tradable and therefor available for sale, in market or private transactions.

 

Unrestricted sales of 47,184,585 shares of stock by our selling stockholders could have a huge negative impact on our share price, and the market for our shares.

 

Any new potential investors will suffer a disproportionate risk and there will be immediate dilution of existing investor’s investments.

 

Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

 

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We can issue shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders.

 

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

 

We will become a reporting company upon the effectiveness of this registration statement.

 

We will become subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, after the effectiveness of this offering, pursuant to Section 15d of the Securities Act and we intend to be registered under Section 12(g). As a result, shareholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

 

ITEM 4. USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the shares being registered on behalf of our selling shareholders.

 

We may raise additional funds through a placement of shares of our common stock. At this time, there is no committed source for such funds and we cannot give any assurances of being able to raise such funds. We will require additional funds to carry out our business plan. The availability and terms of any future financing will depend on market and other conditions.

 

The monies we have raised thus far from private placements to our current Shareholders is anticipated to be sufficient to pay all expenses of this registration statement, which is estimated to be $175,000.

 

ITEM 5. DETERMINATION OF OFFERING PRICE

 

We have a limited established market for our common stock in OTC Pink Sheets under the symbol “TPTG.”

 

Our selling shareholders plan to sell shares at market prices, at such prices as the market may dictate from time to time or in private transactions.

 

Title Per Share
Common Stock $0.13

 

* 5 day average closing price preceding filing of this Registration Statement

 

As of September 30, 2017, there were 136,953,904 shares of common stock issued and outstanding.

 

The market share price likely bears no relationship to any criteria of goodwill value, asset value, market price or any other measure of value.

 

ITEM 6. DILUTION

 

The following table sets forth with respect to existing shares being offered and under this registration, the number of our shares of common stock offered by shareholders, the percentage ownership of such shares, the total consideration paid, the percentage of total consideration paid and the average price per share. All percentages are computed based upon cumulative shares and consideration assuming sale of all shares in the line item as compared to maximum in each previous line.

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  Shares Purchased and being offered for resale Average
  Number Percent (1) Price/Share
       
Existing Shareholders whose shares are being registered 47,184,585 34.45% $0.13
       
(1) Percentage relates to total percentage of shares to be registered for existing shareholders.
(2) Percentage relates to total percentage of capital raised post offering.

 

“Net tangible book value” is the amount that results from subtracting the total liabilities and intangible assets from the total assets of an entity. Dilution occurs because we determined the offering price based on factors other than those used in computing book value of our stock. Dilution exists because the book value of shares held by existing stockholders is lower than the offering price offered to new investors.

 

As at September 30, 2017 and December 31, 2016, the net tangible book value excluding intangible assets of our stock was ($0.028) and ($0.018) per share, respectively.

 

ITEM 7. SELLING SECURITY HOLDERS

 

The selling shareholders obtained their shares of our stock in the following transactions:

 

Number of Shares Original Consideration Issue Price Per Share
2,000,000 Founders Services $0.001
11,267,670 Asset Acquisition $0.10 to $0.81
2,983,380 Conversion of Convertible Promissory Notes $0.20 to $0.80
4,278,496 Private Placement $0.10 to $0.50
8,876,649 Services $0.10 to $0.30
10,150,012 Prior Ally Pharma $0.001
3,140,245 CDDE & CO $0.001
4,488,033 Gifts to Family $0.001

 

Other than the stock transactions discussed above, we have not entered into any transaction nor are there any proposed transactions in which any founder, director, executive officer, significant shareholder of our company or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

 

No person who may, in the future, be considered a promoter of this offering, will receive or expect to receive assets, services or other considerations from us except those persons who are our salaried employees or directors. No assets will be, nor expected to be, acquired from any promoter on behalf of us. We have not entered into any agreements that require disclosure to the shareholders.

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(a)All of the securities listed below are being registered in this Registration Statement.

 

 

    Common Shares Held   Common Shares   % Owned   Shares Owned   % Owned
    By Each Shareholder   To Be   Before   After   After
Name   Before Offering   Registered   Offering   Offering   Offering
ANDY NEAL     180       180       0.00 %     —         0.00 %
ARTHUR BRANDING     1,000       1,000       0.00 %     —         0.00 %
ASIA GLOVE, INC.     61       61       0.00 %     —         0.00 %
BERNIE KARNS     12,500       12,500       0.01 %     —         0.00 %
BERTRAM E. CUTLER     19       19       0.00 %     —         0.00 %
BREANNE ROJESKI     200       200       0.00 %     —         0.00 %
CAROLS ADAMICK MENDOZA     100,000       100,000       0.07 %     —         0.00 %
CASH CUTLER     4       4       0.00 %     —         0.00 %
CHRISTOPHER WILLIAMS     5,200       5,200       0.00 %     —         0.00 %
DALE FINCK     1,000       1,000       0.00 %     —         0.00 %
DANIEL WROBLESKI     800       800       0.00 %     —         0.00 %
FREDERICK EBERHARDT (5)     615,000       615,000       0.45 %     —         0.00 %
GUADALUPE SILVA     9,350       9,350       0.01 %     —         0.00 %
HAYDEN F. BELLAMY     10,000       10,000       0.01 %     —         0.00 %
J WINSTON MICHAEL TRAVIS OLSON     1,000       1,000       0.00 %     —         0.00 %
JAMES D. AND KAREN G. SCHINDLER JTWROS     1,000       1,000       0.00 %     —         0.00 %
JEFF OLSEN     339,166       339,166       0.25 %     —         0.00 %
JOHN BENDLE     2,000       2,000       0.00 %     —         0.00 %
KATHI OLSON     10,000       10,000       0.01 %     —         0.00 %
KRISTEN REDETTE OLSON     1,000       1,000       0.00 %     —         0.00 %
LOUIS ELLIOTT     1,000       1,000       0.00 %     —         0.00 %
MARISOL SCHLEMMER     21,000       21,000       0.02 %     —         0.00 %
MICHAEL EMMERS     135,000       135,000       0.10 %     —         0.00 %
ROBERT A PUTT     2,000       2,000       0.00 %     —         0.00 %
ROBERT ANDREWS     1,000       1,000       0.00 %     —         0.00 %
SHERRY ORSBORN     7,500       7,500       0.01 %     —         0.00 %
SUSAN ELLSWORTH     400       400       0.00 %     —         0.00 %
SUSAN ROLL REVOCABLE TRUST     500,000       500,000       0.37 %     —         0.00 %
THOMAS B. SEITER     1,000       1,000       0.00 %     —         0.00 %
TONI GIGLIOTTI     200       200       0.00 %     —         0.00 %
BRIAN POWERS     500,000       500,000       0.37 %     —         0.00 %
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KN SOLOMON MBAGWU     2,000,000       2,000,000       1.46 %     —         0.00 %
EDDIE BAKER     4       4       0.00 %     —         0.00 %
GEORGE RESTEA     5,000,000       2,000,000       3.65 %     3,000,000       2.19 %
JACK NAJJAR     8,095,000       2,000,000       5.91 %     6,095,000       4.45 %
JUAN C. FERNANDEZ     12,500       12,500       0.01 %     —         0.00 %
KHALID S. DAOUD     5,000       5,000       0.00 %     —         0.00 %
KOKI NAGASHIMA     18,544       18,544       0.01 %     —         0.00 %
LUI CHI HO RONALD     174       174       0.00 %     —         0.00 %
MANUEL FERNANDEZ     550       550       0.00 %     —         0.00 %
SHINICHRO GOTO     6       6       0.00 %     —         0.00 %
MARVIN G. OTO     440,010       220,010       0.32 %     220,000       0.16 %
MATTHEW MCCRIMMON     715,000       715,000       0.52 %     —         0.00 %
PRAISE DIRECT HOLDINGS LIMITED     1,000       1,000       0.00 %     —         0.00 %
RICHARD NAOTAKA OTO     440,010       220,010       0.32 %     220,000       0.16 %
SHEN TIAOJUAN     200       200       0.00 %     —         0.00 %
THOMAS MCCRIMMON IV     1,565,454       —         1.14 %     1,565,454       1.14 %
VONNIE K. OTO     640,006       320,006       0.47 %     320,000       0.23 %
ARLENA FARINAS     300       300       0.00 %     —         0.00 %
CHIUWAI SITU     400       400       0.00 %     —         0.00 %
CHRISTINA E. CHAPMAN     440,000       440,000       0.32 %     —         0.00 %
DAVID PINTO     200       200       0.00 %     —         0.00 %
FRANCES MCCRIMMON     3,294,805       2,000,000       2.41 %     1,294,805       0.95 %
SCOTT THOMAS     4       4       0.00 %     —         0.00 %
SABURO OTO     990,028       445,028       0.72 %     545,000       0.40 %
MARK ROWAN     6,500,000       2,000,000       4.75 %     4,500,000       3.29 %
TODD WIGINGTON     16,492       16,492       0.01 %     —         0.00 %
RICHARD EBERHARDT (2)(4)     19,000,000       2,000,000       13.87 %     17,000,000       12.41 %
GARY COOK (2)(4)     6,500,000       2,000,000       4.75 %     4,500,000       3.29 %
RUSSELL WILLIAMS     7,500,000       2,000,000       5.48 %     5,500,000       4.02 %
STACIE STRICKER (2)(4)     500,000       500,000       0.37 %     —         0.00 %
STEPHEN J. THOMAS, III (2)(4)     42,493,073       2,000,000       31.03 %     40,493,073       29.57 %
SCOTT GOODWIN     50,000       50,000       0.04 %     —         0.00 %
DON RUSSELL CARRUTH TRUST     77,968       77,968       0.06 %     —         0.00 %
ERIK VERDUZCO     75,954       75,954       0.06 %     —         0.00 %
GABRIEL BARBARENA     75,954       75,954       0.06 %     —         0.00 %
KAROL AND FAYAD PALOS     151,907       151,907       0.11 %     —         0.00 %
SUE BERRY     50,000       50,000       0.04 %     —         0.00 %
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CHAD EUMURA     50,000       50,000       0.04 %     —         0.00 %
LOUIE SAENZ     75,954       75,954       0.06 %     —         0.00 %
MARIA DOLORES NICHOLS     151,907       151,907       0.11 %     —         0.00 %
MIGUEL MEDINA     151,907       151,907       0.11 %     —         0.00 %
OFELIA DE LA TORRE     197,480       197,480       0.14 %     —         0.00 %
PAUL JULIEN     75,954       75,954       0.06 %     —         0.00 %
RAMSES ACOSTA     151,907       151,907       0.11 %     —         0.00 %
ROLANDO NICHOLS     1,729,224       1,729,224       1.26 %     —         0.00 %
JAMIE HERNANDEZ     100,000       100,000       0.07 %     —         0.00 %
L2 COMPANIES     148,884       148,884       0.11 %     —         0.00 %
LINDA KELLY     1,000,000       1,000,000       0.73 %     —         0.00 %
QUYNTWAN HENRY     100,000       100,000       0.07 %     —         0.00 %
DUANE JACKSON     500,000       500,000       0.37 %     —         0.00 %
ENOCH BRANDE     500,000       500,000       0.37 %     —         0.00 %
CANE INDUSTRIES LLC     50,000       50,000       0.04 %     —         0.00 %
PENNY PROS LLC     50,000       50,000       0.04 %     —         0.00 %
SEO STRADEGY GROUP     450,000       450,000       0.33 %     —         0.00 %
JOYCE EARLY     5,000       5,000       0.00 %     —         0.00 %
NATALIE WASHCO     5,000       5,000       0.00 %     —         0.00 %
BRIAN KENT     265,950       265,950       0.19 %     —         0.00 %
KAREN KENT     243,225       243,225       0.18 %     —         0.00 %
MARIO PENA     2,000,000       750,000       1.46 %     1,250,000       0.91 %
CARLOS ANDRES CASTRO     5,000       5,000       0.00 %     —         0.00 %
CONRAD CALDERON     10,000       10,000       0.01 %     —         0.00 %
DELIA DIOQUINO     10,000       10,000       0.01 %     —         0.00 %
LIZETTE CALDERON     150,000       150,000       0.11 %     —         0.00 %
SHARON DARRAH     20,000       20,000       0.01 %     —         0.00 %
ANDY DOUGHTY     60,000       60,000       0.04 %     —         0.00 %
BRUNO BARBARAI     50,000       50,000       0.04 %     —         0.00 %
CARLETON GREGORY SOLLOWAY     250,000       250,000       0.18 %     —         0.00 %
CAROL JOANNE BOOTH     100,000       100,000       0.07 %     —         0.00 %
CECIL JONES     32,000       32,000       0.02 %     —         0.00 %
CELESTE JANET FITZPATRICK     21,000       21,000       0.02 %     —         0.00 %
CRAIG FULLER     150,000       150,000       0.11 %     —         0.00 %
CRAIG HILL     100,000       100,000       0.07 %     —         0.00 %
DAVID WARD     75,000       75,000       0.05 %     —         0.00 %
DEBORAH MILLER     2,000       2,000       0.00 %     —         0.00 %
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DENNI GRIFFITH     5,000       5,000       0.00 %     —         0.00 %
EMILIANO BONANNO     155,000       155,000       0.11 %     —         0.00 %
FEIVEL INVESTMENT LLC     30,000       30,000       0.02 %     —         0.00 %
GARY STEWART     20,000       20,000       0.01 %     —         0.00 %
GRANT HENRY     10,000       10,000       0.01 %     —         0.00 %
HOLLY MEAD     55,000       55,000       0.04 %     —         0.00 %
JEBB DYKSRA     75,000       75,000       0.05 %     —         0.00 %
JOE OBEZO     5,000       5,000       0.00 %     —         0.00 %
KONSTANTIN SHAPOVALOV     10,000       10,000       0.01 %     —         0.00 %
KRISSY BARLOW TAYLOR     50,000       50,000       0.04 %     —         0.00 %
LAURIE L POWER     10,000       10,000       0.01 %     —         0.00 %
LUIS ALBERTO SANZ     1,765,742       500,000       1.29 %     1,265,742       0.92 %
MARIO SCADE GARCIA     25,000       25,000       0.02 %     —         0.00 %
MARLA ELLERMAN     50,000       50,000       0.04 %     —         0.00 %
NORMAN BRANDER     5       5       0.00 %     —         0.00 %
PANTHEON PARTNERS     200,000       200,000       0.15 %     —         0.00 %
PATRICK TAYLOR     10,000       10,000       0.01 %     —         0.00 %
REGGIE THOMAS (6)     165,000       165,000       0.12 %     —         0.00 %
CHARLES GREGORY THOMAS (6)     8       8       0.00 %     —         0.00 %
CHARLES R. THOMAS (6)     6       6       0.00 %     —         0.00 %
WIE FAMILY TRUST     5       5       0.00 %     —         0.00 %
RIGO FLORES     10,000       10,000       0.01 %     —         0.00 %
ROBERT GOOLD     100,000       100,000       0.07 %     —         0.00 %
RUDOLF EDUARD BOHLI     500,000       500,000       0.37 %     —         0.00 %
SANFORD LEAVENWORTH     8,000       8,000       0.01 %     —         0.00 %
SHIGETOMI KOMATSU     9       9       0.00 %     —         0.00 %
SHANNON JOHNSON     350,000       350,000       0.26 %     —         0.00 %
STEPHANIE KRAUSE     88,000       88,000       0.06 %     —         0.00 %
THOMAS J. POWERS     12,000       12,000       0.01 %     —         0.00 %
TOM SHAEFFER     300,000       300,000       0.22 %     —         0.00 %
WARREN WINFIELD GIBSON III     100,000       100,000       0.07 %     —         0.00 %
YU CHUNG CHO     500,000       500,000       0.37 %     —         0.00 %
BRIAN MICHAEL FIELDING     15,035       15,035       0.01 %     —         0.00 %
ANDY ELLISON     100,000       100,000       0.07 %     —         0.00 %
SHELLY FULTON     250,000       250,000       0.18 %     —         0.00 %
BRADEN SCHUSTER     100,000       100,000       0.07 %     —         0.00 %
AARON D CLARK     282,459       282,459       0.21 %     —         0.00 %
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BENJAMIN AMMONS     8,764       8,764       0.01 %     —         0.00 %
BROWN LIVING TRUST     16,492       16,492       0.01 %     —         0.00 %
CAPITAL-PLUS PARTNERS     333,422       333,422       0.24 %     —         0.00 %
CHRISTIAN A. MASSETTI     32,500       32,500       0.02 %     —         0.00 %
CHRISTOPHER J. GAVIGAN     20,330       20,330       0.01 %     —         0.00 %
CHRISTOPHER SHIPPY G CANTON     65,967       65,967       0.05 %     —         0.00 %
CINDY ARMSTRONG     125,000       125,000       0.09 %     —         0.00 %
CLEAR VIEW COMMUNICATIONS     40,000       40,000       0.03 %     —         0.00 %
CONEXUS TELECOM     125,000       125,000       0.09 %     —         0.00 %
CRITICAL SYSTEMS & SUPPORT LTD     13,476       13,476       0.01 %     —         0.00 %
DAVID CLARK     8,246       8,246       0.01 %     —         0.00 %
DON & BRENDA MORRIS JT TEN     3,298       3,298       0.00 %     —         0.00 %
DOUGLAS R PETERLIN     9,616       9,616       0.01 %     —         0.00 %
EDWARD DAVIS     30,000       30,000       0.02 %     —         0.00 %
EQUITY TRUST COMPANY, CUSTODIAN FBO KARL M CRISS IRA     4,383       4,383       0.00 %     —         0.00 %
FORESIGHT GROUP LLC     150,000       150,000       0.11 %     —         0.00 %
FRED T DAVIS, JR.     20,000       20,000       0.01 %     —         0.00 %
GARY AND JAMIE GORDON JT     7,499       7,499       0.01 %     —         0.00 %
GAYLE SETZER     50,025       50,025       0.04 %     —         0.00 %
GRANT EVANS     3,298       3,298       0.00 %     —         0.00 %
GREG DREW     3,298       3,298       0.00 %     —         0.00 %
GREGG MASSETTI     10,231       10,231       0.01 %     —         0.00 %
HAL CLARK     21,116       21,116       0.02 %     —         0.00 %
IRA HUGHES     16,492       16,492       0.01 %     —         0.00 %
JASON DUNCAN     16,492       16,492       0.01 %     —         0.00 %
JIM RICHARDS     14,500       14,500       0.01 %     —         0.00 %
JOELLE CLARK     167,541       167,541       0.12 %     —         0.00 %
JOHN DREW     111,649       111,649       0.08 %     —         0.00 %
JOHN P. WARD     36,803       36,803       0.03 %     —         0.00 %
JORGE L. FERNANDEZ     12,500       12,500       0.01 %     —         0.00 %
JOSE J. FERNANDEZ     12,500       12,500       0.01 %     —         0.00 %
JOSE M. FERNANDEZ     12,500       12,500       0.01 %     —         0.00 %
JOSEPH LAWRENCE HAGER     20,330       20,330       0.01 %     —         0.00 %
JOSH HITT     9,525       9,525       0.01 %     —         0.00 %
KIM KELLAR     4,123       4,123       0.00 %     —         0.00 %
LISA & DOUG COOPER JT     10,956       10,956       0.01 %     —         0.00 %
M-CUBE CORPORATION     6       6       0.00 %     —         0.00 %
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MARK CLARK     3,298       3,298       0.00 %     —         0.00 %
MARK MONTANO     251,649       251,649       0.18 %     —         0.00 %
MARK PALUSO     100,000       100,000       0.07 %     —         0.00 %
MICHAEL FLEMING (3)     181,953       181,953       0.13 %     —         0.00 %
MICHAEL P MURPHY     1,541,949       1,541,949       1.13 %     —         0.00 %
NICK MULHOLLAND     75,000       75,000       0.05 %     —         0.00 %
NICOLE & ERIC CARTER JT TEN     3,298       3,298       0.00 %     —         0.00 %
NOVA ENERGY CO., LTD.     182,068       182,068       0.13 %     —         0.00 %
PAUL E. KNAG     15,035       15,035       0.01 %     —         0.00 %
PLANET ONE COMMUNICATIONS INC.     150,000       150,000       0.11 %     —         0.00 %
ROBERT RICCI     11,108       11,108       0.01 %     —         0.00 %
ROBERT SCHUSTER     100,000       100,000       0.07 %     —         0.00 %
ROBERT SETZER (3)     126,120       126,120       0.09 %     —         0.00 %
RON A. LEVENE     82,767       82,767       0.06 %     —         0.00 %
TERRY BRODKIN     110,000       110,000       0.08 %     —         0.00 %
THE MANGIA FAMILY TRUST U/A DTD 01/12/16     3,298       3,298       0.00 %     —         0.00 %
TRAVIS CLARK     4,123       4,123       0.00 %     —         0.00 %
STEVE CAUDLE     4,000,000       2,000,000       2.92 %     2,000,000       1.46 %
CEDE & CO     3,140,245       3,140,245       2.29 %     —         0.00 %
CHRIS COPELAND     12,675       12,675       0.01 %     —         0.00 %
DAVID I NEWMAN REVOCABLE LIVING TRUST     1,000,000       1,000,000       0.73 %     —         0.00 %
INVESTMENT REAL ESTATE     2,500       2,500       0.00 %     —         0.00 %
KERRY J. NEAL     5,000       5,000       0.00 %     —         0.00 %
KEYSTONE ASSETS & SERVICES, INC     499,780       499,780       0.36 %     —         0.00 %
MITSUNOBU AMAZAKI     6       6       0.00 %     —         0.00 %
PATRICK GUIANT     55,200       55,200       0.04 %     —         0.00 %
ROB JENKS     38,025       38,025       0.03 %     —         0.00 %
ROBERT JAMES SHUBERT     2,500       2,500       0.00 %     —         0.00 %
RON MONARK     125,400       125,400       0.09 %     —         0.00 %
EDWARD WILLIS LEVERT JR.     250,000       250,000       0.18 %     —         0.00 %
XROADS LLC     10,000       10,000       0.01 %     —         0.00 %
      136,953,659       47,184,585               89,769,074          

 

 

 

 

 

 

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(1) Based upon 136,953,904 shares of common stock issued and outstanding at December 1, 2017. Certain shareholders not included in total above due to small amounts.
(2) Officer and/or director of our Company.
(3) The individuals have voting control for the entities noted in the list below (b).
(4) We are registering a total of 6,500,000 shares in which our officers/directors are considered to have beneficial ownership.
(5) Are the family members of Richard Eberhardt, officer and a Director of our Company, but not dependents and he disclaims any ownership or control of such shares.
(6) Are the family members of Stephen J. Thomas, III, officer and a Director of our Company, but not dependents and he disclaims any ownership or control of such shares.

 

Other than the material relationships, discussed above, the listed selling security holders have not had a material relationship with the registrant.

 

(b) The table below shows the person with voting control for the entities listed in (a) above.

  

NAME OF THE ENTITY PERSON WITH VOTING CONTROL NUMBER OF COMMON SHARES BEING REGISTERED AFFILIATE OF COMPANY?
Asia Glove, Inc. Unknown 61 No

Cane Industries, LLC

Chris Cane 50,000 No
Capital-Plus Partners Robert Setzer 333,422 No
Cede & Co Unknown 3,140,245 No
Clear View Communications William Maloney 40,000 No
Conexus Telecom Jonathan Fink 125,000 No
Critical Systems & Support Ltd. Michael Fleming 13,476 No
Feivel Investment, LLC Ethan Luu 30,000 No
Foresight Group, LLC Robert Fabrizio 150,000 No
Investment Real Estate Unknown 2,500 No
Keystone Assets & Services, Inc. Saburo Oto 499,780 No
L2 Companies Rolando Nichols 148,884 No
M-Cube Corporation Unknown 6 No
Nova Energy Co., Ltd. Unknown 182,068 No
Pantheon Partners Renee Morentine 200,000 No
Penny Pros, LLC Sean Ryan 50,000 No
Planet One Communications, Inc. Ted Schuman 150,000 No
Praise Direct Holdings Limited Unknown 1,000 No
SEO Stradegy Group Jay Scorakaw 450,000 No
XROADS, LLC Unknown 10,000 No

 

ITEM 8. PLAN OF DISTRIBUTION

 

Upon effectiveness of this amendment to the registration statement, of which this prospectus is a part, our existing selling shareholders may sell their securities at market prices or at any price in privately negotiated transactions.

 

Our selling shareholders may be deemed underwriters in this offering.

 

The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders.

 

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ITEM 9. DESCRIPTION OF SECURITIES

 

The securities being registered and/or offered by this Prospectus are common shares.

 

Common Stock

 

We are presently authorized to issue one billion (1,000,000,000) shares of our $0.001 par value common stock. A total of One Hundred Thirty Six Million, Nine Hundred Fifty Three Thousand, Nine Hundred Four (136,953,904) common shares are issued and outstanding as of September 30, 2017.

 

Common Shares

 

All common shares are equal to each other with respect to voting, liquidation, and dividend rights. Special shareholders' meetings may be called by the officers or director, or upon the request of holders of at least one-tenth (1/10th) of the outstanding shares. Holders of shares are entitled to one vote at any shareholders' meeting for each share they own as of the record date fixed by the board of directors. There is no quorum requirement for shareholders' meetings. Therefore, a vote of the majority of the shares represented at a meeting will govern even if this is substantially less than a majority of the shares outstanding. Holders of shares are entitled to receive such dividends as may be declared by the board of directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to shareholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to our Articles of Incorporation and our By-Laws as well as to the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of shares. It should be noted that the board of directors without notice to the shareholders may amend the By-Laws. Our shares do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting for election of directors may elect all the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%) of the shares voting for election of directors may not be able to elect any director.

 

Preferred shares

 

As of September 30, 2017, we had authorized one hundred million (100,000,000) shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock and Series B Preferred Stock.

 

Series A Convertible Preferred Stock

 

In February 2015, we designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.

 

The Series A Preferred Stock was designated in February 2015, has a par value of $.001, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined, and of an amount equal to $100 per share. Holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of our Company, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the outstanding Common Stock of our Company.

 

In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen J. Thomas, III, Chairman, CEO and President of our Company, valued at $3,117,000 for compensation expense.

 

Series B Convertible Preferred Stock

 

In February 2015, we designated 3,000,000 shares of Preferred Stock as Series B Preferred Stock.

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal amount of common shares at the conversion price of $2.00 per share. The Series B Preferred Stock holders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis.

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Options & Warrants

 

Effective October 14, 2017, we adopted the 2017 TPT Global Tech, Inc. Stock Option and Award Incentive Plan (the "Plan"). The Plan provides for grants of nonqualified stock options and other stock awards, including warrants, to designated employees, officers, directors, advisors and independent contractors. A maximum of 20,000,000 shares of our common stock were reserved for options and other stock awards under the Plan. We have the ability to issue either options or warrants under the Plan.

 

As of September 30, 2017, we had options issued and outstanding outside of the Plan exercisable into 53,600 shares of our common stock at ranges from $0.046 to $0.22 per share. The options do not have a vesting period and are 100% exercisable.

 

There are no warrants outstanding as of September 30, 2017.

 

Transfer Agent

 

The transfer agent for our securities is Clear Trust, with offices at 16540 Pointe Village Dr., Suite 210, Lutz, Florida 33558, Phone (813) 235-4490.

 

ITEM 10. INTEREST OF NAMED EXPERTS AND COUNSEL

 

We have not hired or retained any experts or counsel on a contingent basis, who would receive a direct or indirect interest in us, or who is, or was, our promoter, underwriter, voting trustee, director, officer or employee.

 

ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT

 

a . DESCRIPTION of BUSINESS

 

BUSINESS SUMMARY

 

This prospectus contains various forward-looking statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in this prospectus, the words "believe", "expect", "anticipate", "estimate" and similar expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors". Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

 

In this prospectus, unless the context requires otherwise, references to “we,” “our,” or “us” refer to TPT Global Tech, Inc. and our consolidated subsidiaries.

 

Company Overview

 

Through key acquisitions, in 2015 we launched wholesale and retail operations in the United States and Internationally. These first acquisitions with their customer bases, Distribution Channels and Technology are the base for our organic growth strategy opportunities to cross pollinate or sell our planned New Generation, New Media Technology products and services, Domestically and Internationally.

 

We, and our related companies and acquisitions, are seeking to be an innovative Telecom/CUBS (Cloud Unified Businesses Services) as one of the first to combine recurring Telecom, Mobile Banking, Media and Data/Cloud Services revenue under one roof, and then bring all relevant data from those services into a proprietary information matrix platform capable of delivering a “Daily and Non-Intelligence Dashboard” to our Domestic and International customers. Such a cohesive combination of services and information from a single provider has been heretofore nonexistent. We intend to pioneer an integrated communication services and information technology suite, to empower companies with vital communications services technology, and highly relevant diagnostic information.

 

To date we have generated revenues primarily through operating as a Competitive Local Exchange Carrier (“CLEC”) in Arizona. Our primary revenues in 2016 and 2017 are primarily from telecommunications services and products.

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Our operating divisions historically have been those that sell telecommunications services and those that sale telecommunications products. Cloud based services assets were acquired in 2016 and are intended to be more of a contributing factor to revenues in 2017 and forward.

 

Our Key Divisions: K Telecom and Global Telecom- GSM Distribution

 

K Telecom and Global Telecom are located in the Northwest of the United States and sell and distribute GSM Cell Phone and Prepaid GSM Services for MVNO’s (Mobile Virtual Network Operators) through approximately 100 brick and mortar retail store-front locations in Washington and Oregon.

 

Our TruCom, LLC– CLEC–Phoenix, Arizona

 

Our TruCom division, a subsidiary of Copperhead Digital Holdings, LLC, is a Facilities Based Competitive Local Exchange Carrier (CLEC) headquartered in Phoenix, AZ. Founded in 2006 (as Copperhead Digital Carrier) for the purpose of operating a state-of-the-art Fiber Optic Network constructed by and acquired from Adelphia Communications, TruCom now operates its own carrier class Fiber Optic Network, state-of-the-art Wireless Point-to-Point network, and Patent Pending proprietary “Bulletproof” technology seamlessly integrating the two.

 

TruCom offers Phone, Internet, Fiber Optic, Wireless, Hosted PBX, Wi-Fi, Wi-Max, Engineering, Cabling, Wiring and Cloud services. With a penchant for pushing the envelope, TruCom has pioneered innovative, hosted firewall and managed MPLS service technologies (SuperCore MPLS™) and was the Industry first to engineer patent-pending failover services utilizing our own fiber optic and wireless networks to guarantee business continuity and service uptime. Located in multiple Local Serving Offices and Points of Presence (POP’s) in the primary Data Centers in the market, TruCom’s extensive Fiber Optic Network runs through the heart of the most densely populated corridors of the Greater Phoenix Metro Area. Their Wireless Point to Point and Point to Multipoint Network is fed by the infinitely scalable capacity of the Fiber Optic Network and consists of more than 16 Major Access Points. This footprint not only provides coverage throughout the metro area, but also spans into outlying Cities, often providing the only carrier grade solution available in the region. TruCom’s substantial Network Assets, Innovative Service Offerings, and Dedicated Customer Service have driven a substantial increase in revenue each year over the past several years. With Clients like Arizona’s largest Hospitals, Multiple Universities, Government Municipalities, and Business leaders, TruCom has established itself as a Telecommunications Network Operator and Service Provider in the State of Arizona, operating since 2007.

 

Our Port2Port Division

 

We acquired assets that relate to reseller call termination both domestically and internationally in Dallas Texas of Port2Port. These assets provide approximately 100 Domestic and international customers and vendors terminating wholesale calls domestically and internationally.

 

Our San Diego Media Division

 

San Diego Media, Inc. (“SDM”)( www.sandiegomedia.com) is an established Southern California based software engineering and Internet e-commerce marketing services company that provides enterprise-class integrated solutions for manufacturers, retailers, and distributors focused on developing solutions for companies seeking online growth and profitability.

 

Founded in 1999, historically the primary market offering has been MaxEXP®, a proven stable, productivity-enabling proprietary eCommerce platform, built on open-standards technology that empowers companies to deploy and manage eCommerce offerings at lower cost and at less time than required to deploy more conventional high-end solutions — and, we believe, all without sacrificing the essential merchandising functionality, customizability, extensibility, scalability, security, and performance that much more expensive solutions provide. MaxEXP supports both B2B and B2C functionality simultaneously which few other eCommerce solution will provide successfully out-of-the-box.

 

These early engagements have enabled SDM to solidify and refine the core SDM technology architecture and to enhance the platform with market-driven merchandising features and functionality. SDM has made significant R&D investments in operational infrastructure including sophisticated monitoring systems, comprehensive security, time-tracking, client management tools, and continuous compliance with the demanding payment card industry (PCI) standards.

 

SDM has complemented these systems with a full range of automated and enterprise-class capabilities for fully integrating with customer’s legacy systems, call centers, fulfillment houses, and other critical business process applications.

 

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SDM has complimented its technologies with a wider range of professional internet and marketing services that enables client success, to create successful business relationships over long-term.

 

As the market has changed through the years SDM has continued to innovate and expand it strategic and technology development partnerships; these include, MIndTouch, BigCommerce, Avalara, CPC Strategies, eBridge, Imperva Incapsula, Chris Chase Design. SDM’s newest client is based in Singapore and it represents its most innovative use of technologies to date.

 

RECENT ACQUISITIONS OF OPERATING DIVISIONS/SUBSIDIARIES

 

We have acquired in November of 2017, the following new business subsidiaries:

 

Hollywood Riviera Studios

 

Hollywood Riviera Studios (“HRS”) offers a state-of-the-art, high-end production facility for commercials, TV production and short videos. HRS offers technical and creative direction with the ability to interface with clients at any stage of production.

 

HRS offers Stage Rentals, Green Screens, Edit Bays + Productions Offices for live TV Shows, Reality Shows, Commercials, Web-episodes, Corporate Videos and Mobile On-Location services for live sporting events, award shows, concerts and any other type of media production. Hollywood Riviera Studios offers services to major networks and clients to contract use of any party of our 13,000 Sq. Ft. Divisible Studio. HRS offers large storage capabilities, parking for over 200 vehicles, kitchen, bathrooms with showers, outdoor eating area, and green rooms.

 

HRS also has an equipment rental division. HRS offers a wide variety of equipment for rent, from cameras to lighting, grip, production trucks, and accessories. Just about anything else a production requires. In addition , HRS also offers our existing standing pre-lit sets.

 

HRS Mobile Production Truck service is a technical resource that can provide the exact needs for off-site production. Our total service capability for turnkey mobile service includes: Mobile Production Trucks Rental, Crewing, Mobile Satellite Trucks and Technical Management.

 

Our partial list of clients and services provided:

 

CNN Turner Broadcasting/Hero Broadcasting

 

HRS produced for 2 years a daily 1hr. live TV news magazine show. HRS provided all the technical needs including full HD control room, stage rental, lighting and full technical crewing Time Warner Cable Sports and TWC Deportes: HRS was the production company for 29 MLS Games in 2012 for the Los Angeles Galaxy. Each job required a dual feed in English and Spanish. HRS provided Post-Production Services such as dubbing, translating, voice over recording and editing of various projects for TWC. We have produced several live and tape delay High School Football, Soccer, Softball and Basketball Games since 2012.

 

Univision:

 

Production Company for Rose Parade since 2010 handling crewing, mobile unit, satellite truck, staging, lighting and all the engineering logistics involved with a production of such magnitude.

 

“Mananitas a la Virgen” since 2010 providing full production services for the network.

 

Several Town Halls for “Despierta America” and KMEX-34 where HRS provided all the technical elements for a pre-taped shows in the Los Angeles area.

 

“Fiestas Patrias”- Mobile Unit, Satellite Transmission, Crewing, Staging, and Lighting

 

“Desfile de la Independencia” - Mobile Unit, Satellite Transmission, Crewing, Staging and Lighting.

 

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NBC/Universal:

 

For 2 years HRS Studios was home to 2 daily local shows that aired on Channel 22 in Los Angeles. “Con Chile y Limon” was an entertainment daily show and “Contacto Deportivo” was a 1hr. sports show.

 

HRS provided studio space, control room, stage, crewing and transmission via fiber.

 

HRS also provided all the production for in-house commercial production and support for their promotions department.

 

MundoFox:

 

HRS provides post-production services for the network’s segment “La Academia”.

 

HRS has produced 2 live specials for MundoFox. One with former president of Mexico V. Fox and another one with former Sec. of State Condolesa Rice. We provided staging, lighting, HD Mobile Truck and crewing services for Fiesta Broadway Festival.

 

Televisa Network:

 

HRS has provided all production needs for Telethon Mexico. HD Truck, Staging, Lighting, Logistics and Crewing Services.

 

LA GALAXY:

 

HRS is the production company for all local soccer games for Galaxy II, a development team for the LA Galaxy. The games are being streamed lived on YouTube. HRS is in charge of all the technical logistics and crewing for those games.

 

Chivas USA:

 

HRS is the production company for most of Chivas USA local games in Los Angeles. We provide, HD Truck, Transmission, Crewing and Engineering Services.

 

Blue Collar Production Division

 

Our production division, Blue Collar Productions, creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Mr. Rowen, our CEO of Blue Collar, works closely with major television networks, cable channels and film studios to produce home entertainment products. Blue Collar creates original live action and animated content and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets.

The Documentary film group at Blue Collar recently completed a film on the cultural impact of Goodfellas : 20 Years Later that featured Martin Scorsese, Robert DeNiro, Lorraine Bracco, Leonardo DiCaprio and many others. They have also produced a series of film anthologies for Turner Classic Movies. Blue Collar is currently in production on Built To Fail, which is a look at the history of street wear. The film features Tommy Hilfiger, Russell Simmons and a host of notable street wear designers. They are also in pre-production on The 29 Club , a look at notable musicians who all tragically died at age 29; Memories in Music , which is an in-depth study of the impact of memory through music on Alzheimer’s patients and Faces of Vegas , an exploration into the culture of Las Vegas, Nevada.

Blue Collar Productions currently has the feature film Looking For Alaska , based on the John Green novel, producing for Paramount Pictures. The company produced for a pilot for MTV for a possible series, “My Jam” aired in the Fall of 2016. Blue Collar has also produced two seasons of “Caribbean’s Next Top Model Season.”

Blue Collar Productions designs branding and marketing campaigns and has had contracts with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers.

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The CEO of this division, Mr. Rowen, has worked with filmmakers including Steven Spielberg, Ron Howard, Brett Ratner and James Cameron. Mr. Rowen also has very close working relationships with actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara, Mariska Hargitay and many others.

Prior to starting Blue Collar Productions, Mr. Rowen functioned as the head of home entertainment production for DreamWorks SKG from 1997 to 2000. He also serves as the President of Long Leash Entertainment, an aggregator of entertainment based intellectual property and creator of high end entertainment content.

Our Business Methods

 

Centralized Platform and New Generation Network

 

We are now operating a next-generation broadband network reselling other companies’ networks on a wholesale arbitrage basis (buying and reselling other companies’ capacity) on our centralized VIVO Platform. We are interconnected to U.S. and International carriers to date. Once funded, we intend to deploy our own in-country networks in the targeted emerging markets. This will enable us to be able to provide better quality termination and increase our operating margins. We believe our platform will produce substantial operational cost savings. Because of our pricing advantage, we are able to offer our clients products and services at an attractive pricing structure, creating a strong competitive advantage. Based on our low network operating costs and low-cost infrastructure, we believe we may penetrate emerging markets with little network build-out and at a reasonable price. Management believes that our service offerings will be well received in emerging markets based on existing relationships and pricing structure, which will enable us to set the industry standard with little competition.

 

Once we establish in-country networks, we will be able to market Phones, Networks, Content and SaaS products targeted to specific subgroups that coincide with the country/region where we have a network in place or a strategic partnership network in place.

 

Use of Incumbent Networks

 

Under formal agreements we can privately brand and resell incumbent carriers’ underlying broadband networks, while deploying our own Wimax/Wi-Fi/GSM service plans and mobile handsets.

 

As a true value add, our VIVO billing platform allows us to manage the billing and routing, offering our customers a seamless, branded network from anywhere we maintain a relationship. By way of incumbent operator networks, we can sell and market to retail and wholesale customers without the high infrastructure costs associated with deploying our own network. If and when the revenues justify the cost of constructing our own network, we plan to investigate adding a wireless Broadband/ GSM network, and transfer our customer base in a final step to reduce costs of goods sold long-term.

 

Wholesale Termination

 

Wholesale termination is the reselling of excess network capacity on a reciprocal basis to other telecom carriers both domestically and internationally. Due to the large number of carrier relationships we have in the US and abroad, we believe we can immediately increase our wholesale termination in each country in which we have a license to operate. This wholesale activity generates additional cash flow immediately if successfully implemented. Wholesale termination is a low risk, low margin business.

 

Service Description

 

Our next-generation wireless Broadband/GSM network relies on non-line-of-sight technology. This will provide a level of performance comparable to that delivered by evolving Worldwide Interoperability of Microwave Access (WiMAX) standards. The cost advantage equates to substantial reductions of fixed costs as compared to building traditional, legacy, and switched networks.

 

Our products and marketing strategy unifies the various features available in today’s telecommunication environment including:

· Significant international broadband capacity
· High quality VoIP communication
· Cellular/GSM and Wi-Fi wireless convergence
· IPTV, Content Applications and Financial Services Products
· Remote network management
· Sophisticated Prepaid, Wholesale and Retail billing
· CRM management; and Intranet Build-out, back office management and reporting.
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We have developed and deployed an intuitive and cost-effective VoIP, Wi-Fi, and cellular billing solution called ViVoware that offers Resellers or government agencies a seamless, all-inclusive gateway solution. Our solution is fully scalable to meet any sized business or government deployment. ViVoware also includes a 100% web-enabled interface. The ViVoware platform offers:

· Tracking and reports Call Detail Records (CDR) in real-time
· Full customer care and account management tracking
· Sales Relationship / Account management Tools

Provisioning for VoIP, Wi-Fi, and cellular transmission records, thus enabling us and our resellers the ability to create flexible, strong, and profitable products and services.

 

Our Business Segments

 

Our business segment consists generally of providing strategic, legacy and data integration products and services to small, medium and enterprise business, wholesale and governmental customers, including other communication providers. Our strategic products and services offered to these customers include our collocation, hosting, broadband, VoIP, information technology and other ancillary services. Our services offered to these customers primarily include local and long-distance voice, inducing the sale of unbundled network elements (“UNEs”), switched access and other ancillary services. Our product offerings include the sale of telecommunications equipment located on customers’ premises and related products and professional services, all of which are described further below.

 

Our products and services include local and long-distance voice, broadband, Ethernet, collocation, hosting (including cloud hosting and managed hosting), data integration, video, network, public access, VoIP, information technology and other ancillary services.

 

We offer our customers the ability to bundle together several products and services. For example, we offer integrated and unlimited local and long0distance3 voice services. Our customers can also bundle two or more services such as broadband, video (including through our strategic partnerships), voice services. We believe our customers value the convenience and price discounts associated with receiving multiple services through a single company.

 

Most of our products and services are provided using our telecommunications network, which consists of voice and data switches, copper cables, fiber-optic cables and other equipment.

 

Described in greater detail below are our key products and services.

 

CORPORATE ORGANIZATION CHART

 

 

 

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SERVICE STRUCTURE

 

 

 

CORPORATE MARKETING STRATEGY

 

Our corporate strategy in expanding our operations and potential product and service streams is as follows.

 

MARKETING OBJECTIVE:

Establish our brand as a competitive service and product provider in the communications industry.

 

ADVERTISING OBJECTIVE:

To create top of mind brand awareness and emotional relevance resulting: TPT Global Tech, Inc. being the preferred and requested product line of products in the industry.

 

SALES & MERCHANDISING OBJECTIVES:

Our distributor will use direct selling efforts. Their efforts will be supported with our marketing, advertising, and merchandising programs. The primary task will be to increase the sales through retail channels.

 

PURSUE BRAND RECOGNITION THROUGHOUT THE UNITED STATES

 

The first marketing objective must be to refine our brand and secure our place in the minds of the consumers. This will be accomplished through the execution of an integrated branding, identity and services marketing programs. The goals for this segment will be an enhanced brand identity, a brand applications and a digital assets suite.

 

MARKETING STRATEGY

 

Our plan includes a direct sales program targeting businesses, small business and home office users of communications. The direct sales efforts will be supported with third party marketing integration. To further enhance the sales process, we will offer an offering program including services and product sheets, coupons, point of sale materials (banners, shelf talkers, and end cap displays and danglers) and internet marketing programs.

 

Based on the above benefit scenarios, we plan to seize the following opportunities:

 

The purpose of our marketing efforts is to move the product sales from their current position into the rapid growing “popularity” stage. Our strategy includes the following marketing programs: Branding; Merchandising; Direct; Display Advertising; Media; Public Relations; Publicity; Events; Investor Relations; Metrics Dashboard; and, Personal Sales. Our objective is to gain the sales momentum required to reach the “brand preference” stage of product growth as soon as possible. This is the stage where we plan sales grow at a steady and stabilized pace.

 

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THE DIRECT MARKETING PROGRAM

 

A complete direct marketing program including direct mail, blast email and URLs may be used to introduce the products to new customers and secure leads for the sales team. We plan to employ the services of a database marketing company to leverage techniques to target prospective clients and reinforce product messages throughout the selling process. This process will commence with the modeling of our existing customer data and the analysis of the results using sophisticated analytic tools. Cross-channel marketing will be utilized in conjunction with the direct marketing including social marketing. Our focus of this marketing medium will be relevance and timing, which only this medium can provide full control over and the ability to fully quantify the results.

 

THE MEDIA MARKETING PROGRAM

 

We intend to test several media options to determine which, if any, effectively drive sales and sales leads. The mediums being consider include outdoor advertising, both static and mobile, magazine ads, and radio spots. Other media to be explored are direct mail post cards and emails to opt in viewers.

 

THE PUBLIC RELATIONS/PUBLICITY PROGRAM

 

We plan to employ the services of a public relations firm to build a corporate profile to keep the name and the services and products in front of consumers. A third-party PR firm will be responsible for writing and publishing press releases, coordinating event marketing and managing investor relations.

 

We employ marketing, sales and customer service personnel on an as needed basis for specific events to build brand awareness. We use a range of marketing strategies and tactics to build our brand and increase sales, including point-of-sale materials, event sponsorship, in-store and on premise promotions, public relations, and a variety of other traditional and non-traditional marketing techniques to support the sales of all of our products.

 

We believe that a marketing mix of event promotions, social media, print advertising in local media and internet advertising providing information and samples of our products at social events is a strategy that may help increase sales.

 

TARGET CUSTOMER

 

We plan to profile our existing customers and create a sophisticated data model to mathematically and statistically identify our “ideal” customer. Further the model will be used to learn exactly how the target customer wishes to be communicated with and marketed to.

 

THE INTERNATIONAL MARKET

 

We plan to market our product internationally. Many of the current products offered by us have features for the international community. This will be a secondary but strong focus by our marketing team.

 

EXPERIENCED MANAGEMENT

 

Our senior management team has over 30 years of experience in the various consumer product industries, and has a proven track record of creating value both organically and through strategic acquisitions. Our management intends to utilize the best available and fit-for-purpose technology and experienced contractors to improve production and expand distribution.

 

CORPORATE STRATEGY

 

Our Goals

 

Our primary goal is to continue to grow our business by improving value to our current customers and vendors. In providing a high quality network we intend to continue to grow our business. Additionally, we intend to purchase established telecommunications and technology companies that will immediately generate and increase traffic (revenue) to our Company’s retail and wholesale network. Companies that we are strategically aligned with have in their core business synergistic retail products and services that include, but are not limited to, Telecom Cloud Services Media, Merchant Services/Mobile Banking, Cloud Services and Media (e.g. credit/debit

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card processing, check/ACH payment processing, ecommerce/merchant processing, web hosting, voice, data, GSM/Wi-Fi Mobile, Mobile Money Transfers, IPTV, VOD and Live Mobile Broadcasting, Prepaid Calling Card and PIN-less Prepaid services). If we acquire a strategic partner as a subsidiary, we believe we will have the ability to aggregate their analogous technology platforms onto our proprietary Software Access System operating platform for integration and efficiency.

 

We intend to work our media to accelerate cohesively in the mobile technology sectors: LIVE Broadcast, Video on Demand (VOD) Apps, and Digital Video Magazine (DVM) Apps. While “white labeling” our technologies as SaaS, our primary focus is what we believe is the first Global Cyber LIVE Mobile TV broadcast network, Viewme Live. The Viewme Live Network™ is a 24-hour LIVE worldwide mobile TV network, delivered via iOS and Android apps. The Viewme Live Network™ presents a diversity of Linear Broadcast Channels (Domestically and International), coupled with Social Media Platforms with combined functions that compete with some of the largest and most powerful Digital Media platforms, to connected audiences who live a mobile-centric life.

  

DEVELOPMENT FLOW CHART

 

 

 

 

Network Services

 

Domestic and Global Telecommunications offerings include: Mobile TV, Phone, Internet, Fiber Optic, Wireless, Hosted PBX, Wi-Fi, Wi-Max, Engineering, Cabling, Wiring and Cloud services. Our telecommunications division has pioneered innovative, hosted firewall and managed MPLS service technologies (SuperCore MPLS) and was the Industry first to engineer patent-pending Bulletproof™ failover services utilizing our own fiber optic and wireless networks to guarantee business continuity and service uptime.

 

As a retail and business media and telecommunications provider operating a high -speed Fiber Optic Network and Wireless Network in the USA at a cost competitive rate for new technologies, we are growing our operations through sales of our core voice & data connectivity products to small and midsized business clients. We have a growth strategy through acquisitions in order to increase regional operations and deploy more technologies to niche & underserved markets. Unified Cloud Services, Unified Communications (UC) or Unified Communications/Collaboration (UCC) has been a topic of interest to users looking to evolve from a disorderly combination of media, voice, email and message communications to something more structured. Our goal is to target existing and new small and medium businesses (“SMBs”) to transition their older voice system businesses, expand their software collaboration offerings, and most recently build cloud service offerings. Cloud solution gives our customers the flexibility to support a myriad of mobile devices as part of their hardware strategy, whether it's launching a bring-your-own-device initiative, implementing a one-to-one program or equipping SMBs with mobile computing carts full of tablets, netbooks, or notebooks in a secured environment.

 

Scalability and Cost Efficiency

 

Our proprietary Software Access System platform currently runs our global operations. In short, it does this by connecting our customer base with the most profitable vendor route while calculating least cost routing, analyzing route quality, and respecting “dipping” protocols. Based on the demand, we have the ability to scale to meet the needs of our customers. Comparable “off the shelf” software systems in the marketplace can cost in the hundreds of thousands of dollars just to purchase, not to mention expensive service contracts, which may continue in perpetuity after the original purchase. Our proprietary platform, in which we have invested and have developed over several years, we are able to operate a global network with better efficiency which we believe differentiates us from other competitors in the marketplace.

 

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We believe our competitive advantages are:

 

· Our products and services are 90% ready to launch globally
· We offer 3-15 seconds latency Cellular – 1-5 on Wi-Fi
· We offer Proprietary Optimizing / Stabilizing software
· We offer Multi-Channel LIVE and Video on Demand worldwide
· We offer Patent Pending real time dynamic failover solution called Bulletproof™
· We have 57 route miles of fiber optic network meshed with a microwave canopy in Phoenix, Arizona
· We offer our own proprietary voice switching and management platform running least cost routing and real time financial analytics
· We have over 175 existing USA and International Telephone companies already interconnected to our telecom switches. These customers and vendors are ready made strategic technology distribution partners for our Telecom, Media, and Cloud Services products
· We offer Patent Pending Full HD Naked Eye 3D Smartphone

Our Strategy

 

Our business, marketing, and sales strategy is structured around:

 

· Pursuing selective, strategic, distribution relationships combined with cash positive acquisitions to build immediate revenue streams and increase our Company’s network footprint.

 

· Utilize the expanded network to offer our Company’s service thereby increasing marginal revenues through the low risk offering of wholesale termination and prepaid services through existing distribution channels, retail stores and E-Commerce both domestically and internationally.

 

· Pursuing markets within countries where there is a lower concentration of communications services that will result in initial higher pricing and potential for gross profit.

 

· Providing low cost, pricing leading VoIP/GSM value added services through our Company’s next-generation centralized software platform and network.

 

· Partnering and developing joint ventures with incumbent networks or government agencies to penetrate local emerging markets in order to build and operate Intranet Network Infrastructures that would move data over a secured network servicing government buildings and agencies, including police, military, hospitals and schools.

 

Our Intended Marketing Plan and Product Roll Out for 4th Quarter 2017

 

· Satellite radio syndication simulcast with over 25 million domestic U.S. listeners
· Connected TV partner with over 18 million viewers worldwide.
· Airline entertainment partnership with over 12 million international viewers.
· Supported by an international public relations firm.
· Comprehensive social media marketing campaign involving popular bloggers and podcasters

 

Our sales and marketing approach to our business and consumer customers emphasizes customer-oriented sales, marketing and service. Our marketing plans include marketing our products and services primarily through direct sales representatives, inbound call centers, local retail stores, telemarketing and third parties, including retailers, satellite television providers, door to door sales agents and digital marketing firms. We support our distribution with digital marketing, direct mail, bill inserts, newspaper and television advertising, website promotions, public relations activities and sponsorship of community events and sports venues.

 

Similarly, our sales and marketing approach to our business customers includes a commitment to provide comprehensive communications and IT solutions for business, wholesale and governmental customers of all sizes, ranging from small offices to select enterprise customers. We strive to offer our business customers stable, reliable, secure and trusted solutions. Our marketing plans

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include marketing our products and services primarily through digital advertising, direct sales representatives, inbound call centers, telemarketing and third parties, including telecommunications agents, system integrators, value-added resellers and other telecommunications firms. We support our distribution through digital advertising, events, television advertising, website promotions and public relations.

 

Marketing Designs

 

We have designed our services and products offered to be:

 

Portable. We offer the ability to access our network from anywhere within our coverage area without being restricted to a specific location.

Simple. Our services are easy to install. After connecting our modem to an ATA or computer and a power source, our wireless broadband service is immediately available and requires no software installation.

Fast. We offer speeds that typically exceed legacy cellular networks and are competitive with fixed broadband offerings.

A Good Value. We generally price our services competitively because our costs to build and operate our network are significantly lower than the networks operated by many of our competitors.

With the popularity of social media, people are demanding fast broadband connectivity on an increasingly mobile basis. We believe that our services meet this demand, and will market this in our efforts to increase our subscriber growth rate.

 

ViVoware technology was developed to implement intuitive and cost-effective VoIP, WiFi, and cellular billing solutions for next generation networks. The ViVoware application software provides a seamless, all-inclusive gateway solution. ViVoware enables us and our resellers to create a flexible, strong, and potentially profitable business model.

 

OUR COMPANY STRENGTHS

 

We believe the following competitive strengths enable us to meet the demand for simple, reliable and portable wireless broadband connectivity:

 

· First mover. We are the first company we are aware of to launch a Global Cyber Mobile TV and Social Media Network that incorporates functional feature of the largest Digital Media companies in the world.

· High barriers to entry. Our issued and pending patents, as well as our proprietary Media platforms and Naked Eye 3D technology trade secrets give, us a strong intellectual property position that we believe creates a significant barrier to entry for potential competitors.

· Broad range of applications for our platform. This allows us to build a deep new product pipeline that creates multiple paths to build a large and profitable business.

· Multi-billion-dollar addressable market. “Mobile advertising accounted for more than half (51%) of the record-breaking $72.5 billion spent by advertisers last year, according to the latest IAB Internet Advertising Revenue Report, released today by the Interactive Advertising Bureau (IAB), and prepared by PwC US. The total represents a 22 percent increase, up from $59.6 billion in 2015. Mobile experienced a 77 percent upswing from $20.7 billion the previous year, hitting $36.6 billion in 2016.” http://www.thenewbase.com/home/media-news-events/news-detail/?no_cache=1$newsid=134110&title=mobile-
    captures-more-than-half-of-all-us-internet-advertising-revenue-for-the-first-time-ever#WaSg6caZN-U

  

· Diverse revenue streams including Digital Media partnerships. We anticipate generating significant revenue from our Digital Media platforms. Our Linear Broadcast partners will play a large part in generating revenues from the sale of mobile and social media advertising. ​

 

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· Strong senior leadership team. Our founders and senior leaders have experience in building, and operating several companies in our business areas. We have phone, network, content, SaaS, product development, and commercialization experience that has enabled us to establish market leadership positions for the companies where we previously were employed.

 

· Differentiated Services. We believe our service is unique because of our combination of our Worldwide Operational Platform, Worldwide Affiliates, Cutting Edge Technology, Portability, Simplicity and Speed to Market with a competitive domestic and International Price Structure. We believe this combination of factors differentiates our subscriber’s experience when compared to broadband services provided by DSL, cable modem, wireless third-generation or 3G, networks.

 

· Strong Spectrum Position. We use unlicensed and licensed spectrum (in Arizona), which avoids radio frequency interference that hinders competitors using non-licensed spectrum, such as WiFi network operators. Access to spectrum is a fundamental barrier to entry for the delivery of high quality wireless communications. Through our partnerships, we believe that we have access to the second largest spectrum position in our band within the United States.

 

· Advanced, Scalable Technology . Because we intend to design our own software and equipment, we can refine our product development roadmap to meet our subscriber’s needs. We believe our NLOS, IP-based Ethernet architecture and compression technology confers competitive advantages since it simplifies both network deployment and customer use while supporting a broad range of potential premium services.

 

· Efficient Economic Model. We believe our individual market economic model is characterized by low fixed capital and operating expenditures relative to other wireless and wire line broadband service providers. We believe our individual market model is highly scalable and replicable across our markets. As our capabilities evolve, we expect to generate incremental revenue streams from our subscriber base by developing and offering premium products and services.

 

· Experienced Management Team. Stephen J. Thomas, our Founder, Chairman, and Chief Executive Officer, has been an active entrepreneur, operator and investor in the industry for more than 17 years in VoIP and wireless communications industry. He previously served as Director of Network Optimization / Validation for WorldxChange, Inc. and CEO and President of New Orbit Communications, Inc., which focused on International Operator Services in United States, Mexico, El Salvador and Guatemala.

 

FUTURE PLANS

 

Lion Smart Phone Product

 

We are currently seeking a manufacturer for our Lion Smart Phone. Our Management believes our patent pending Lion smart phone is the first Full HD Naked Eye 3D smart phone ever launched in the United States. Lion Universe’s mobile 3D technology is patent pending. The smart phone will be distributed through our wholly-owned subsidiary K-TEL, in their existing brick and mortar distribution channel in the Northwest expanding into other areas. It is anticipated that a national and international roll out will soon follow. TPTW is building industry leading personal cellular phones designed for a wide appeal. With a business model built on innovation and progress starting with the Lion Phone technology, we intend to produce high-quality and easy-to-use cellular phones. Our Lion Phone was designed for consumers looking for portable and affordable cutting-edge technology. Our first-generation phones come equipped with full high definition resolution screen for better viewing. We believe this Full HD Naked Eye 3D smart Phone is perfect for watching movies, playing games, even editing photos or videos.

 

Whether that is looking at photos, playing music, emailing or surfing the web, our management believes consumers want more from their phones. We believe our Lion Phone raises the bar for cellular phones. For the first time ever, cellular users can enjoy quality 3D viewing with the naked eyes no glasses required enjoying full high definition video with smooth playback.

 

Our Management believes consumers have been waiting for a way to watch their favorite movies in 3D, with the convenience of their phone and Gamers can have the leisure of playing their games without taking all head gear with them. Our Lion Universe Technology strives to give customers the best possible experience with our Full HD Naked Eye 3D smart phone in the US and Global markets.”

 

We intend to market this phone in 2018.

 

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Mobile Device Viewer Market Expansion

 

In general, viewers are consuming more content via mobile TV distribution, while rapidly abandoning expensive subscriptions from standard satellite TV and cable networks. The rise of high quality content on low--cost platforms, such as mobile devices, continues to negatively impact the standard TV industry. The media business is being forced to evolve and adjust to massive disruptions in content distribution methods. Traditional media models are functionally broken and will continue to be disrupted by technology, which is driven by the needs of the younger generation. The future of media is dependent on new technology platforms. These platform models (e.g. smart TV, connected TV boxes, mobile TV devices) are the future of content distribution. Google, through YouTube, has changed the face of video content distribution. Amazon continues to disrupt the book industry. Apple has redefined music and application distribution. And Microsoft is continuing to change the engagement model and distribution of content through its Xbox TV game console.

 

For the first time in history, in 3Q 2014, the average time spent (per day) on mobile devices exceeded the time spent watching television – 177 minutes versus 168 minutes (source: Flurry Analytics). Because of the meaningful decrease in costs associated with capturing (and processing) video, and due to significant expansions in bandwidth and increases in Wi-Fi, Internet/cloud TV disrupted the traditional television industry. In 2012--2013, cord--cutting, or the process of canceling a cable TV or satellite subscription and watching television over the Internet, began to accelerate. Today, mobile television is becoming even more disruptive as the average mobile user reaches for his or her mobile phone 150 times a day. By June 2017, more than 180 million mobile apps had already been downloaded. (source: Apple 2016.)

 

We believe mobile delivery has a growing appeal to advertisers and subscribers. Mobile advertising revenue is expected to grow to $40 billion this year (source research firm BIA/Kelsey). In July 2013, Americans viewed 19.6 billion video ads and reached 55.4% of the total U.S. population. Mobile video ad-spend is projected to exceed $6 billion by the end of 2017, meaning 2017 will be a prime moment for mobile marketing to capture its share of resulting media allocations. Pre--roll ads (short commercials that proceed a video) are considered to be 2.5 times more effective than banner ads. And, for brand recall, video advertising has a 3.5 times higher recall pattern than banner advertising across all devices.

Content Mining Plan

Once our planned SaaS media applications, smart phones and tablets are launched into the domestic and international markets, content analytics or marketing data will be gathered from these devices. The data generated from these applications and devices will give us an advantage insight into our subscribers viewing and buying habits. Once data has been scrubbed of personally identifying information, we plan to be able to create original or lease content from broadcast partners to service what our analytics are telling us to produce (or license), with the intent on moving us closer towards predictive analytics. Predictive analytics is being able to predict what our customer likes based on their viewing habits and then produce that content targeted to our subscriber and then “push” that new (or licensed) content to them.

 

Our Viewme Live Technology Plan

 

We offer VML technology for which we plan to expand marketing. We believe SaaS Viewme Live (VML) could become a leading Digital Media Mobile TV technology platform in the business-to-business and business-to-consumer markets. Our proprietary software platform can reach a worldwide audience of approximately one billion mobile viewers. VML addresses global mobile distribution of LIVE and Video on Demand (“VOD”) content as a white label Software as a Service (“SaaS”).

 

VML OTT live streaming technology is similar to what you see with satellite TV such as Dish Network and DirecTV, as well as cable companies. Almost all currently existing live streaming cannot do live broadcast streaming at this level and usually has anywhere from 1 minute to 10 minute delays or continuous buffering, never loading the video. With VML, there is the ability to have “worldwide” access for a live streaming event equal to standard television broadcasting with tens of millions of simultaneous users. We believe that VML is the first technology to be able to achieve this level of live streaming. In emerging countries that do not have fiber, cable and satellite TV, access to VML is simple and cost effective, as long as there is a cellular connection on a 3G network or higher (regardless of provider) [1] . VML aims to provide uninterrupted live streaming on mobile devices without buffering, crashes, pixilation, or audio and video syncing issues. One practical application of this technology is that a viewer can move from a Wi--Fi connection to a 3G connection without interruption. VML has a unique user interface with multi--channel access and built-in social media, and we believe it is unlike anything currently on the market. VML also has the capability to do a Live Linear Broadcast with VOD.VML’s technology has the potential to reduce web content pirating since high quality TV broadcast is now easily accessed worldwide on mobile devices.

 

[1] Subject to the laws and regulations of each country.

 

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Currently, we believe we are the only company that does all the above in the industry and we believe VML has the potential to expand our technologies and applications even further.

 

The hottest technology in the over the top (“OTT”) market and the biggest challenge in the OTT market is “Live Linear Channel Broadcasting” and “Live Event Broadcasting” to equal standard television broadcasting on cable and satellite TV. This type of technology is superior to video on demand (VOD) streaming technology in both acquisition and delivery. The growth of OTT video delivery has been significant. In the past year alone, OTT has grown to $35 billion in global revenue, with $17 billion coming from emerging markets source Digital TV Research. Viewme Live (“VML”) has many technology advantages including: Artificial Intelligence (“AI”); the ability to simultaneously access millions of users simultaneously with virtually no latency equivalent to standard television broadcasting; global distribution (without interruption) on cellular and Wi--Fi; and a fully interactive menu user interface and worldwide advertising brokers in place.

 

VML’s content delivery network (“CDN”) can potentially reach tens of millions of mobile devices (tablets and smartphones) and has the potential to scale to one billion video streams globally. It loads content within seconds, not only for Wi-Fi, but also more importantly, on cellular networks that are 3G and higher. VML’s core technology is fully developed and is able to support clients on a turnkey native mobile app in less than 60 days. We have already achieved major milestones as the world’s largest private conduit build out for global deployment of LIVE and VOD streaming content. Our OTT live streaming technology is unique and proprietary. Here are some highlights on how VML can help from telecommunication companies to TV station broadcasters to digital film libraries.

 

VML has the ability to create a “Master Network Mobile App” that can allow for a multiple channel build out, each with its own unique Pay Per View charge (optional). This means a company can have a live event channel per country with a different price per user based on the economics of that country. VML has unlimited channel build out (e.g. a company could have 50 channels or 1000 channels). Any telecommunications company can have professional looking displays and user interfaces for mobile with VML, similar to what the large telecommunications companies provide. A Master Network App also allows a network to expand into other categories by country (e.g. additional sports categories for various sports by country). Expansion can focus on audience aggregation for sports and other forms of entertainment categories. Pay-Per View is an option for these expanded categories as well. We have built-in worldwide ad brokers for pre---roll commercial ads so that revenue can be generated as soon as possible. There is also potential to upsell to existing advertisers and sponsors and it can be brand specific by country.

 

Our differentiation from webstreaming

 

We are not a website based video streaming technology. VML is strictly a native mobile app focused on video streaming technology for mobile platforms. We are not a dashboard based video content company where users upload content; we are a complete turnkey SaaS application. A survey released in May 2015, sponsored by Level 3 Communications, stated, “Offering both VOD and Live Linear channels will be critical for OTT providers to entice new prospects and gain market share. This trend is a critical one. For existing OTT providers, offering a VOD service may not be enough to maintain, much less grow, market share.” The trend towards adding live linear channel content has the potential to become “table stakes” in the OTT game over the next several years, with both breaking news and live sports content leading the way in terms of interest for OTT service providers adding live linear channels.

 

SaaS White Label

 

We plan to white label our suite of SaaS technologies for yearly licensing and monthly maintenance fees. The prospective user base for the SaaS White Label Suite is extensive as there are more than 200,000 TV broadcasters worldwide alone, and many of them are seeking to migrate to the vast mobile video streaming market space. The sizeable population of potential SaaS clients includes standard television broadcasters in every country, direct marketing companies, low-powered antenna broadcasters (such as universities and churches), IPTV broadcasters, and large content (film and TV) providers that are seeking to further monetize their properties for worldwide syndication.

 

The SaaS suite includes full app development on Apple iOS, Google Android and Roku connected boxes, user interface (menu system), advertising broker network for pre---roll commercial ads (from date of launch), 24/7 LIVE monitoring of inbound and outbound signals, data analytics, seamless updating to all platforms, Amazon web service (AWS) blade servers, and coverage up to the first 20 million streams. The white label product is offered to stand--alone.

 

 

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User Interface

In a preprogrammed live linear broadcast application, viewers have free access via a p laylist b y cat e g o ry a n d have the ability to “catc h -- up w ith wh at t h ey m ay h ave m iss e d in t h e LI V E b r oad cast, regar d l e ss o f its o riginal air d ate. Th e vide o - on - d e m a n d ( VOD ) feature provides the opportunity to access a dd iti on al vi ewe rs a n d m on etiz e past content. After several years in development, we believe that VML has a significant first to market advantage and that no other companies currently have a comparable commercialized offering.

 

VML has also been developed and customized for the mobile streaming technology of Viki, a Korean Pop TV content provider. Ten months post--launch, Viki reached 50 million installed apps for mobile devices and attracted 22 million users in approximately 200 countries. This rapid scalability was one factor in Viki’s acquisition by Rakuten for $200 million.

 

 

 

Our Plan for Strategic Partnering with Telecommunication & Media Companies

 

Currently in the world, viewers usually need to have a contract with a cable provider (e.g. AT&T, Cox, Xfinity, Spectrum, or Cablevision in the U.S.) or satellite TV provider (e.g. DirecTV and D ISH N et wo rk in the U.S.) a n d b e in ra n ge o f a r e si den tial o r bu si ne ss W i-Fi to b e a b le to w atch o v e r t h e t o p ( OT T) content on a connected TV device, website or mobile access. VML is capable of offering a nearly unlimited number of channels to mobile users virtually anywhere and everywhere, with global reach, far exceeding two U.S. satellite companies (DirecTV and DISH Network), which have 500+ channels each and are only available in the U.S.

 

We believe VML will immediately appeal to any channel that is currently on DirecTV and DISH Network for global mobile linear broadcast participation, simply because these platforms are only available in the U.S. market.

 

VML can p r o vi d e lo w -- powe r e d TV st a ti on s (after f oun d in c hu rc he s a n d un iv e rsiti e s), al on g w ith h igh-- powe r e d stations, the ability to reach the entire global market. Other potential users are owners of libraries of digitized content, and LIVE event venues such as music concerts, sporting events, festivals, beauty pageants, summer and winter Olympic Games, award shows, red carpet events, trade shows and conventions. Enthusiasts can produce their own show in any area and could launch their own channels for travel, food, spirits, sports, outdoor recreation, retro TV shows, children, cartoons, comedy, drama, reality, education, automobiles, health, corporations, shopping, soap opera, game shows, dating, religion, etc., providing extensive possibilities for media expansion. Content providers will not be limited by the major TV networks and film studios for distribution rights.

 

We have targeted Telecommunication and Media Company Opportunities to offer:

· Turn key mobile app for telecommunication and media companies for immediate distribution of TV broadcasts on terrestrial, cable and satellite for free or as subscription.
· Turn key mobile app for free or pay per view live events.
· Turn key mobile app for digital libraries of content providers.
· Reseller program with territorial rights.
· Worldwide analytics on mobile TV content provided to help with target marketing for products and services.
· Transitions to the automotive industry car play systems.
· Option to p re---load M aster N et wo rk Ap p o n tel e c o mm un icati o n c o m p a ny’s m o bile de v ices s u ch as s m art phones and tablets.
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· P re-load t h e SaaS wh ite la b el clie n ts o n tel e c o mm un icati o n c o m p a n y m o bile d evices.

 

 

Geo Fencing Available (The ability to offer broadcast territories by region or regional Networks)

Our Plan to Act as a Reseller with Territorial Rights

· Value Added Reseller (VAR) to telecommunication and media companies.
· Exclusive rights for a country or region for reselling the white label opportunity.
· Offer to Telecommunication and media companies OTT digital content as a channel or network.
· Offer 1 to 1000 channels by territory.
· Approach emerging markets as capital resources permit.

 

 

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this the summary.

 

Our Corporate Information

 

We are a Florida corporation. Our principal executive offices are located at 501 W. Broadway, Suite 800, San Diego, CA 92101, and our telephone number is (619) 400-4996. Our website address is http://www.tptglobaltech.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus.

 

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Our Capital Budget for the next 12 months

 

 

 

CYBER RISKS

 

Like other large telecommunications companies, we are a constant target of cyber-attacks of varying degrees, which has caused us to spend increasingly more time and money to deal with increasingly sophisticated attacks. Some of the attacks may result in security breaches, and we periodically notify our customers, our employees or the public of these breaches when necessary or appropriate. None of these resulting security breaches to date have materially adversely affected our business, results of operations or financial condition.

 

We rely on several other communications companies to provide services or products for our offerings. We may lease a significant portion of our core fiber network from our competitors and other third parties. Many of these leases will lapse in future years. Our future ability to provide services on the terms of our current offerings will depend in part upon our ability to renew or replace these leases, agreements and arrangements on terms substantially similar to those currently in effect.

 

For additional information regarding our systems, network, cyber risks, capital expenditure requirements and reliance upon third parties, see "Risk Factors."

 

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COMPETITION, COMPETITORS, REGULATION AND TAXATION

 

Competition

 

General

 

We compete in a rapidly evolving and highly competitive market, and we expect intense competition to continue. In addition to competition from larger national telecommunications providers, we are facing increasing competition from several other sources, including cable and satellite companies, wireless providers, technology companies, cloud companies, broadband providers, device providers, resellers, sales agents and facilities-based providers using their own networks as well as those leasing parts of our network. Technological advances and regulatory and legislative changes have increased opportunities for a wide range of alternative communications service providers, which in turn have increased competitive pressures on our business. These alternate providers often face fewer regulations and have lower cost structures than we do. In addition, the communications industry has, in recent years, experienced substantial consolidation, and some of our competitors in one or more lines of our business are generally larger, have stronger brand names, have more financial and business resources and have broader service offerings than we currently do.

 

Wireless telephone services are a significant source of competition with our legacy carrier services. It is increasingly common for customers to completely forego use of traditional wireline phone service and instead rely solely on wireless service for voice services. We anticipate this trend will continue, particularly as our older customers are replaced over time with younger customers who are less accustomed to using traditional wireline voice services. Technological and regulatory developments in wireless services, Wi-Fi, and other wired and wireless technologies have contributed to the development of alternatives to traditional landline voice services. Moreover, the growing prevalence of electronic mail, text messaging, social networking and similar digital non-voice communications services continues to reduce the demand for traditional landline voice services. These factors have led to a long-term systemic decline in the number of our wireline voice service customers.

 

The Telecommunications Act of 1996, which obligates carriers to permit competitors to interconnect their facilities to the carrier's network and to take various other steps that are designed to promote competition, imposes several duties on a carrier if it receives a specific request from another entity which seeks to connect with or provide services using the carrier's network. In addition, each carrier is obligated to (i) negotiate interconnection agreements in good faith, (ii) provide nondiscriminatory "unbundled" access to all aspects of the carrier's network, (iii) offer resale of its telecommunications services at wholesale rates and (iv) permit competitors, on terms and conditions (including rates) that are just, reasonable and nondiscriminatory, to colocate their physical plant on the carrier's property, or provide virtual colocation if physical colocation is not practicable. Current FCC rules require carriers to lease a network element only in those situations where competing carriers genuinely would be impaired without access to such network elements, and where the unbundling would not interfere with the development of facilities-based competition.

 

As a result of these regulatory, consumer and technological developments, carriers also face competition from competitive local exchange carriers, or CLECs, particularly in densely populated areas. CLECs provide competing services through reselling a carrier’s local services, through use of a carrier's unbundled network elements or through their own facilities.

 

Technological developments have led to the development of new products and services that have reduced the demand for our traditional services, as noted above, or that compete with traditional carrier services. Technological improvements have enabled cable television companies to provide traditional circuit-switched telephone service over their cable networks, and several national cable companies have aggressively marketed these services. Similarly, companies providing VoIP services provide voice communication services over the Internet which compete with our traditional telephone service and our own VoIP services. In addition, demand for our broadband services could be adversely affected by advanced wireless data transmission technologies being deployed by wireless providers and by certain technologies permitting cable companies and other competitors to deliver faster average broadband transmission speeds than ours.

 

Similar to us, many cable, technology or other communications companies that previously offered a limited range of services are now offering diversified bundles of services, either through their own networks, reselling arrangements or joint ventures. As such, a growing number of companies are competing to serve the communications needs of the same customer base. Such activities will continue to place downward pressure on the demand for and pricing of our services.

 

As customers increasingly demand high-speed connections for entertainment, communications and productivity, we expect the demands on our network will continue to increase over the next several years. To succeed, we must continue to invest in our networks or engage partners to ensure that they can deliver competitive services that meet these increasing bandwidth and speed requirements. In addition, network reliability and security are increasingly important competitive factors in our business.

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Additional information about competitive pressures is located under the heading “Risk Factors.”

 

Competitors

 

In connection with providing strategic services to our business customers, which includes our small, medium and enterprise business, wholesale and governmental customers, we compete against other telecommunication providers, as well as other regional and national carriers, other data transport providers, cable companies, CLECs and other enterprises, some of whom are substantially larger than us. Competition is based on price, bandwidth, quality and speed of service, promotions and bundled offerings. In providing broadband services, we compete primarily with cable companies, wireless providers, technology companies and other broadband service providers. We face competition in Ethernet based services in the wholesale market from cable companies and fiber based providers.

 

Our competitors for providing integrated data, broadband, voice services and other data services to our business customers range from small to mid-sized businesses. Due to the size of some of these companies, our competitors may be able to offer more inexpensive solutions to our customers. To compete, we focus on providing sophisticated, secure and performance-driven services to our business customers through our infrastructure.

 

The number of companies providing business services has grown and increased competition for these services, particularly with respect to smaller business customers. Many of our competitors for strategic services are not subject to the same regulatory requirements as we are and therefore they are able to avoid significant regulatory costs and obligations.

 

Government Regulation

 

Overview

 

As discussed further below, our operations are subject to significant local, state, federal and foreign laws and regulations.

 

We are subject to the significant regulations by the FCC, which regulates interstate communications, and state utility commissions, which regulate intrastate communications. These agencies (i) issue rules to protect consumers and promote competition, (ii) set the rates that telecommunication companies charge each other for exchanging traffic, and (iii) have traditionally developed and administered support programs designed to subsidize the provision of services to high-cost rural areas. In most states, local voice service, switched and special access services and interconnection services are subject to price regulation, although the extent of regulation varies by type of service and geographic region. In addition, we are required to maintain licenses with the FCC and with state utility commissions. Laws and regulations in many states restrict the manner in which a licensed entity can interact with affiliates, transfer assets, issue debt and engage in other business activities. Many acquisitions and divestitures may require approval by the FCC and some state commissions. These agencies typically have the authority to withhold their approval, or to request or impose substantial conditions upon the transacting parties in connection with granting their approvals.

 

The following description discusses some of the major industry regulations that may affect our traditional operations, but numerous other regulations not discussed below could also impact us. Some legislation and regulations are currently the subject of judicial, legislative and administrative proceedings which could substantially change the manner in which the telecommunications industry operates and the amount of revenues we receive for our services. Neither the outcome of these proceedings, nor their potential impact on us, can be predicted at this time. For additional information, see "Risk Factors."

 

The laws and regulations governing our affairs are quite complex and occasionally in conflict with each other. From time to time, we are fined for failing to meet applicable regulations or service requirements.

 

Federal Regulation

 

General

 

We are required to comply with the Communications Act of 1934. Among other things, this law requires our local exchange carriers to offer various of our legacy services at just and reasonable rates and on non-discriminatory terms. The Telecommunications Act of 1996 materially amended the Communications Act of 1934, primarily to promote competition.

 

The FCC regulates interstate services we provide, including the special access charges we bill for wholesale network transmission and the interstate access charges that we bill to long-distance companies and other communications companies in connection with the origination and termination of interstate phone calls. Additionally, the FCC regulates a number of aspects of our business related to

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privacy, homeland security and network infrastructure, including our access to and use of local telephone numbers and our provision of emergency 911 services. The FCC has responsibility for maintaining and administering support programs designed to expand nationwide access to communications services (which are described further below), as well as other programs supporting service to low-income households, schools and libraries, and rural health care providers. Changes in the composition of the five members of the FCC or its Chairman can have significant impacts on the regulation of our business.

 

In recent years, our operations and those of other telecommunications carriers have been further impacted by legislation and regulation imposing additional obligations on us, particularly with regards to providing voice and broadband service, bolstering homeland security, increasing disaster recovery requirements, minimizing environmental impacts and enhancing privacy. These laws include the Communications Assistance for Law Enforcement Act, and laws governing local telephone number portability and customer proprietary network information requirements. In addition, the FCC has heightened its focus on the reliability of emergency 911 services. The FCC has imposed fines on us and other companies for 911 outages and has adopted new compliance requirements for providing 911 service. We are incurring capital and operating expenses designed to comply with the FCC's new requirements and minimize future outages. All of these laws and regulations may cause us to incur additional costs and could impact our ability to compete effectively against companies not subject to the same regulations.

 

Over the past several years, the FCC has taken various actions and initiated certain proceedings designed to comprehensively evaluate the proper regulation of the provisions of data services to businesses. As part of its evaluation, the FCC has reviewed the rates, terms and conditions under which these services are provided. The FCC's proceedings remain pending, and their ultimate impact on us is currently unknown.

 

Intercarrier Compensation and Universal Service

 

For decades, the FCC has regularly considered various intercarrier compensation reforms, generally with a goal to create a uniform mechanism to be used by the entire telecommunications industry for payments between carriers originating, terminating, or carrying telecommunications traffic. The FCC has also traditionally administered support programs designed to promote the deployment of voice and broadband services in high-cost rural areas of the country.

 

In October 2011, the FCC adopted the Connect America and Intercarrier Compensation Reform order ("the 2011 order"), intended to reform the existing regulatory regime to recognize ongoing shifts to new technologies, including VoIP, and to re-direct universal service funding to foster nationwide broadband coverage. The 2011 order provides for a multi-year transition as terminating intercarrier compensation charges are reduced, universal service funding is explicitly targeted to broadband deployment, and line charges paid by end user customers are increased. These changes have increased the pace of reductions in the amount of switched access revenues related to our wholesale services, while creating opportunities for increased federal USF support and retail revenue funding.

 

In late 2011, numerous parties filed a petition for reconsideration with the FCC seeking numerous revisions to the 2011 order. Future judicial challenges to the 2011 order are also possible, which could alter or delay the FCC's proposed changes. In addition, based on the outcome of the FCC proceedings, various state commissions may consider changes to their universal service funds or intrastate access rates. Rulemaking designed to implement the order is not complete, and several FCC proceedings relating to the 2011 order remain pending. For these and other reasons, we cannot predict the ultimate impact of these proceedings at this time.

 

We have had no negative impact from the Connect America and Intercarrier Compensation Reform Order to date. We intend to continue to operate outside the parameters to which the Order applies.

 

Broadband Regulation

 

In February 2015, the FCC adopted new regulations that regulate Internet services as a public utility under Title II of the Communications Act of 1934. In 2016, that order was upheld by a court of appeals. We anticipate that these regulations and any related rules may be reviewed by Congress. In addition, the newly-constituted FCC may reconsider these regulations. At this time, we cannot estimate the impact this may have on our business.

 

In 2015, the FCC adopted a broadband standard of 25 megabits per second download speed and 3 megabits per second of upload speed. At this time, we are not aware of any regulatory mandates requiring us to deploy this target speed. The new target is simply a benchmark by which the FCC will evaluate broadband deployment progress in the future. However, the FCC could attempt to utilize this broadband speed target in future regulatory proceedings, and our failure to attain these speeds in certain markets could place us at a marketing disadvantage.

 

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State Regulation

 

In recent years, most states have reduced their regulation of carriers. Nonetheless, state regulatory commissions generally continue to regulate local service rates, intrastate access charges, state universal service funds and in some cases service quality.

 

Other Regulations

 

We are subject to federal and state regulations of customer service standards related to Prism TV. The FCC adopted customer service standards that we must meet in all of our Prism TV markets. The FCC has largely delegated its enforcement powers to local franchise authorities, who have the ability to adopt more stringent standards. We are subject to penalties in many of our local franchise agreements if we fail to meet applicable customer service standards.

 

Certain of our telecommunications, colocation and hosting services conducted in foreign countries are or may become subject to various foreign laws. Some of the legal requirements governing our foreign operations are more restrictive than or conflict with those governing our domestic operations, which raises our compliance costs and regulatory risks.

 

Various foreign, federal and state laws govern our storage, maintenance and use of customer data, including a wide range of consumer protection, data protection, privacy, intellectual property and similar laws. The application, interpretation and enforcement of these laws are often uncertain, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction. Various foreign, federal and state legislative or regulatory bodies have recently adopted increasingly restrictive laws or regulations governing the protection or retention of data, and others are contemplating similar actions.

 

For additional information about these matters, see “Risk Factors.”

 

LICENSES

 

Arizona CLEC license in Phoenix area. License #20090393 which expires 2023 and is renewable every seven years.

 

TITLE TO PROPERTIES

 

None.

 

BACKLOG OF ORDERS

 

We currently have no backlogs of orders for sales, at this time.

 

GOVERNMENT CONTRACTS

 

We have no government contracts.

 

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COMPANY SPONSORED RESEARCH AND DEVELOPMENT

 

We are not conducting any research.

 

NUMBER OF PERSONS EMPLOYED

 

We have 37 employees who work approximately 45 hours per week. All officers and directors work approximately 60 hours per week as directors.

 

b. DESCRIPTION OF PROPERTY

 

DESCRIPTION OF PROPERTIES/ASSETS

 

(a) Real Estate. None.
(b) Title to properties. None.
(c) Patents, Trade Names, Trademarks and Copyrights See below.

 

 

Our executive offices are located in San Diego, California. We do not own any real property, but lease and office space consisting of approximately 27,000 sq. ft. among all of our corporate and subsidiary locations. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current needs of our business.

 

PATENTS, TRADE NAMES, TRADEMARKS AND COPYRIGHTS

 

Either directly or through our subsidiaries, we have rights in various patents, trade names, trademarks, copyrights and other intellectual property necessary to conduct our business. Our services often use the intellectual property of others, including licensed software. We also occasionally license our intellectual property to others as we deem appropriate. Please see Patent Assignment attached as Exhibit 99.2 to this Registration Statement.

 

We periodically receive offers from third parties to purchase or obtain licenses for patents and other intellectual property rights in exchange for royalties or other payments. We also periodically receive notices, or are named in lawsuits, alleging that our products or services infringe on patents or other intellectual property rights of third parties. In certain instances, these matters can potentially adversely impact our operations, operating results or financial position. For additional information, see “Risk Factors”.

 

c. LEGAL PROCEEDINGS

 

We may be subject to various claims and legal actions arising in the ordinary course of business from time to time. We believe that the ultimate resolution of these matters, whether individually or in the aggregate, will not have a material adverse effect on our business, prospects, financial condition and results of operations.

 

At this time, the Company has been named in a lawsuit, Robert Serrett vs. Trucom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.

 

As of the date of this filing, the Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of September 30, 2017 and December 31, 2016 and does not believe the outcome of the dispute will have a material effect on the financial position of the Company.

 

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d. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

Currently there is a limited public trading market for our stock on the OTC Pink Sheets under the symbol TPTG.

 

Rules Governing Low-price Stocks That May Affect Our Shareholders' Ability to Resell Shares of Our Common Stock

 

Our stock currently is traded on the OTC Pink Sheets under the symbol TPTG.

 

Quotations on the OTC Pink Sheets reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions. Our common stock will be subject to certain rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are securities with a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information with respect to transaction in such securities. The additional sales practice and disclosure requirements imposed upon broker-dealers are and may discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of the shares and impede the sale of shares in the secondary market.

 

The penny stock rules require broker-dealers, prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for the purchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosure documents prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

 

Holders

 

As of the filing of this prospectus, we have 410 shareholders of record of our common stock. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. Under Rule 144, a person who has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least 6 months, is entitled to sell shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144.

 

As of the date of this prospectus, our shareholders hold 136,953,904 shares, 47,184,585 of which may be sold pursuant to this Registration Statement.

 

Dividends

 

As of the filing of this prospectus, we have not paid any dividends to shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. The Florida Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

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e. FINANCIAL STATEMENTS

 

The following is a complete list of the financial statements filed as a part of this Report.

Consolidated Financial Statements as of December 31, 2016 and 2015
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance F-2-F-3
Consolidated Statement of Operations F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) F-5-F-6
Consolidated Statements of Cash Flows F-7
Notes to the Financial Statements F-8-F-25

 

Condensed Consolidated Financial Statements as of September 30, 2017

(Unaudited)

Condensed Consolidated Balance Sheets F-1-F-2
Condensed Consolidated Statements of Operations F-3
Condensed Consolidated Statements of Cash Flows F-4
Notes to Condensed Consolidated Financial Statements F-5-F-14

 

 

53  

TPT Global Tech, Inc. and Subsidiaries

 

Consolidated Financial Statements

 

As of

 

December 31, 2016 and 2015

 

 

 

TPT Global Tech, Inc. and Subsidiaries

 

Consolidated Financial Statements

 

As of

 

December 31, 2016 and 2015

 

 

  Table of Contents

 

 

Page

 

Consolidated Financial Statements

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-2

 

Consolidated Balance Sheets

 

F-3 - F-4

 

Consolidated Statements of Operations

 

F-5

 

Consolidated Statements of Stockholders’ Equity

 

F-5 - F-6

 

Consolidated Statements of Cash Flows

 

F-8 - F-9

 

Notes to Consolidated Financial Statements

 

F-10-F-27

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F- 1  
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Management of TPT Global Tech, Inc.

 

We have audited the accompanying consolidated balance sheets of TPT Global Tech, Inc. (“the Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TPT Global Tech, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has recorded net losses during recent years and does not have sufficient cash flows from operations to supporting working capital needs. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

 

Salt Lake City, UT

August 25, 2017

 

 

 

F- 2  
 

TPT Global Tech, Inc.

Consolidated Balance Sheets

 

Assets

     
    As of December 31,
    2016                            2015
CURRENT ASSETS                
Cash and cash equivalents   $ 93,286     $ 165,610  
Accounts receivable     84,856       89,906  
Prepaid expenses and other current assets     190,248       7,638  
Total current assets   $ 368,390     $ 263,154  
NON-CURRENT ASSETS                
        Property and equipment, net   $ 2,989,559     $ 3,028,648  
        Customer base, net     1,212,041       1,019,074  
        Developed technology, net     1,382,217       538,884  
        Goodwill     70,995       70,995  
        Deposits and other assets     58,020       55,915  
Total non-current assets   $ 5,712,832     $ 4,713,516  
                 
TOTAL ASSETS   $ 6,081,222     $ 4,976,670  

 

Liabilities and Stockholders' EQUITY

Current liabilities        
Accounts payable and accrued expenses   $ 1,496,393     $ 1,089,515  
       Debt – third party     184,965       2,523,990  
       Debt – related party     2,981,990       —    
       Customer liability     249,350       —    
Capital leases     104,261       451,103  
Capital leases – related party     449,103       —    
Accrued interest related to capital leases     93,244       63,173  
Vehicle leases     8,250       9,924  
Deferred revenue     42,120       —    
       Total current liabilities   $ 5,609,676     $ 4,137,705  
                 
                 
NON-CURRENT LIABILITIES                
Long term portion:                
              Debt – third party   $ 2,819     $ —    
              Debt – related party, convertible     250,000       —    
      Vehicle leases     4,269       12,519  
       Total non-current liabilities     257,088       12,519  
 Total liabilities   $ 5,866,764     $ 4,150,224  
                 
Commitments and contingencies – See Note 8
    —         —    
F- 3  
 

 

     Stockholders' eQUITY
 
Preferred stock, $.001 par value 100,000,000 shares authorized:
               
                 
Convertible Preferred Series A - 1,000,000 shares issued and outstanding as of December 31, 2016 and 2015   $ 1,000     $ 1,000  
Convertible Preferred Series B - 2,588,693 shares issued and outstanding as of December 31, 2016 and 2015     2,589       2,589  
Common stock, $.001 par value, 1,000,000,000 shares authorized, 136,953,904 shares issued and outstanding as of December 31, 2016 and 2015     136,954       136,954  
Subscriptions payable     7,500       7,500  
Additional paid-in capital     9,684,453       5,833,243  
Accumulated deficit     (9,618,038 )     (5,154,839 )
Total stockholders' equity     214,458       826,447  
                 
Total liabilities and stockholders' Equity   $ 6,081,222     $ 4,976,670  

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F- 4  
 

TPT Global Tech, Inc.

Consolidated Statements of Operations

 

 

     
    For the years ended December 31,
    2016   2015
         
Revenues:                
   Products   $ 410,836     $ 795,266  
   Services     2,355,894       2,409,157  
Total Revenues   $ 2,766,730     $ 3,204,423  
                 
COST OF SALES:                
   Products   $ 419,478     $ 773,042  
   Services     1,407,297       1,009,041  
Total Costs of Sales   $ 1,826,775     $ 1,782,083  
Gross profit   $ 939,955     $ 1,422,340  
 EXPENSES:                
Sales and marketing   $ 153,004     $ 330,058  
Professional     2,906,928       3,851,269  
Payroll and related     447,457       481,813  
General and administrative     938,100       975,550  
Depreciation     162,988       145,396  
Amortization     688,518       494,995  
                Total expenses   $ 5,296,995     $ 6,279,081  
                 
OTHER INCOME (EXPENSE)                
Gain on settlement of accounts payable   $ 29,235     $ —    
Interest expense     (135,394 )     (107,117 )
                 Total other income (expenses)   $ (106,159 )   $ (107,117 )
                 
Net loss before income taxes     (4,463,199 )     (4,963,858 )
Income taxes     —         —    
                 
NET LOSS   $ (4,463,199 )   $ (4,963,858 )
                 

 

 Basic and diluted earnings (loss) per common share   $ (0.03 )   $ (0.04 )
                 
Weighted average number of common shares outstanding:                
Basic and diluted     136,953,904       136,953,904  
                 

 

 

See accompanying notes to consolidated financial statements

 

F- 5  
 

TPT Global Tech, Inc.

Consolidated Statements OF Stockholders' Equity

For the years ended December 31, 2016 and 2015

 

    Series A Preferred Stock   Series B Preferred Stock   Common Stock   Subscriptions  

Additional

Paid-in

  Accumulated    
    Shares   Amount   Shares   Amount   Shares   Amount   Payable   Capital   Deficit   Total
Balance as of December 31, 2014     —       $ —         —       $ —         136,753,904     $ 136,754     $ 359,791     $ (136,754 )   $ (190,981 )   $ 168,810  
Common shares issued for cash     —         —         —         —         200,000       200       —         5,800       —         6,000  
                                                                                 
Capital contribution by officer for subscriptions payable issued for cash     —         —         —         —         —         —         —         53,000       —         53,000  
                                                                                 
Issuance of preferred shares from subscriptions     —         —         400,000       400       —         —         (259,200 )     258,800       —         —    
Capital contribution by officer for subscription payable     —         —         —         —         —         —         (93,091 )     93,091       —         —    
Preferred shares issued to officer for compensation     1,000,000       1,000       —         —         —         —         —         3,116,000       —         3,117,000  
Capital contribution by officer for executive compensation     —         —         —         —         —         —         —         220,000       —         220,000  
Preferred shares issued and capital contribution by officer for business acquisitions     —         —         1,988,693       1,989       —         —         —         1,295,848       —         1,297,837  
Preferred shares issued to employee for compensation     —         —         200,000       200       —         —         —         129,400       —         129,600  
Capital contribution by officer for conversion of debt     —         —         —         —         —         —         —         798,058       —         798,058  
                                                                                 
Net loss     —         —         —         —         —         —         —         —       $ (4,963,858 )   $ (4,963,858 )
Balance as of December 31, 2015     1,000,000     $ 1,000       2,588,693     $ 2,589       136,953,904     $ 136,954     $ 7,500     $ 5,833,243     $ (5,154,839 )   $ 826,447  
                                                                                 

 

See accompanying notes to consolidated financial statements

 

F- 6  
 

 

TPT Global Tech, Inc.

Consolidated Statements OF Stockholders' Equity- Continued

For the years ended December 31, 2016 and 2015

 

    Series A Preferred Stock   Series B Preferred Stock   Common Stock   Subscriptions  

Additional

Paid-in

  Acculated    
    Shares   Amount   Shares   Amount   Shares   Amount   Payable   Capital   Deficit   Total
                                         
Balance as of
December 31, 2015
    1,000,000     $ 1,000       2,588,693     $ 2,589       136,953,904     $ 136,954     $ 7,500     $ 5,833,243     $ (5,154,839 )   $ 826,447  
                                                                                 
Capital contribution by officer for acquisition of intangibles assets     —         —         —         —         —         —         —         600,390       —         600,390  
Capital contribution by officer for acquisition of businesses     —         —         —         —         —                         438,760               438,760  
Capital contribution by officer for compensation and expenses     —         —         —         —         —         —         —         2,706,575       —         2,706,575  
Capital contribution by officer for settlement of accounts payable     —         —         —         —         —         —         —         105,485       —         105,485  
                                                                                 
Net Loss     —         —         —         —         —         —         —         —       $ (4,463,199 )   $ (4,463,199 )
                                                                                 
Balance as of
December 31, 2016
    1,000,000     $ 1,000       2,588,693     $ 2,589       136,953,904     $ 136,954     $ 7,500     $ 9,684,453     $ (9,618,038 )   $ 214,458  
                                                                                 

 

 

 

See accompanying notes to consolidated financial statements.

 

F- 7  
 

 

TPT Global Tech, Inc.

Consolidated Statements of Cash Flows

 

    For the years ended December 31,
    2016   2015
 Cash flows from operating activities:                
Net loss   $ (4,463,199 )     (4,963,858 )
Adjustments to reconcile net loss to net cash used in operating activities:                
 Depreciation     162,988       145,396  
           Amortization     688,518       494,995  
 Preferred stock issued for expenses     —         162,000  
Gain on settlement of accounts payable     (29,235 )     —    
           Share based compensation     2,541,881       3,466,600  
     Changes in operating assets and liabilities:                
           Decrease in accounts receivable     34,932       61,248  
           Increase (decrease) in prepaid expenses and other assets     3,246       (8,182 )
           Increase in accounts payable and accrued expenses     416,607       118,072  
           Increase in customer liability     249,350       —    
           Increase in deferred revenue     42,120       —    
              Net cash used in operating activities   $ (352,792 )     (523,729 )
                 
Cash flows from investing activities:                
           Cash paid in acquisition   $ (22,500 )     —    
           Cash received with acquisitions     36,425       41,863  
           Purchase of property and equipment     (3,337 )     (10,044 )
Net cash provided by investing activities   $ 10,588       31,819  
                 
Cash flows from financing activities:                
           Proceeds from capital contribution of officer     —         59,000  
           Increase in debt     287,010       615,258  
           Payments for debt     (7,206 )     (13,000 )
           Payments for property and equipment and vehicle leases     (9,924 )     (9,859 )
Net cash provided by financing activities   $ 269,880       651,399  
                 
Net increase (decrease) in cash   $ (72,324 )     159,489  
Cash and cash equivalents - beginning of period   $ 165,610       6,121  
                 
Cash and cash equivalents - end of period   $ 93,286       165,610  

 

 

 

See accompanying notes to consolidated financial statements

 

  

F- 8  
 

TPT Global Tech, Inc.

Consolidated Statement of Cash Flows - Continued

 

Supplemental Cash Flow Information:

 

    2016   2015
Cash used for:                
Interest expense   $ 69,307     $ 69,735  
Taxes     —         —    
                 

 

 

 

Non-Cash Investing and Financing Activity:

 

    2016   2015
Equipment acquired through capital leases   $ 110,044       —    
Capital contribution by officer for settlement of accounts payable   $ 105,485       —    
Capital contribution by officer for services   $ 385,000       —    
Capital contribution by officer and liabilities assumed in acquisition of Lion Phone   $ 910,000       —    
Capital contribution by officer for net assets of Goodwin Global   $ 40,400       —    
Capital contribution by officer and liabilities assumed in acquisition of SDM   $ 852,009       —    
Capital contribution by officer for conversion of convertible debt   $ —         798,058  
Series B Preferred Stock issuance for subscription payable   $ —         259,200  
Capital contribution by officer for subscription payable   $ —         93,091  
Capital contribution by officer and Series B Preferred Stock issued and liabilities assumed for acquisition of Copperhead Digital   $ —         5,183,364  
Series B Preferred Stock issued for acquisition of Port2Port assets   $ —         143,601  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements

 

 

 

 

 

 

 

F- 9  
 

TPT Global Tech, Inc.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

 

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

 

The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”).

 

The following acquisitions have resulted in entities or assets which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). In October 2015, the Company acquired the assets of Port2Port Inc. (“Port2Port”) and Digithrive Inc. (“Digithrive”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). See Note 2.

 

We generate revenues primarily through operating as a Competitive Local Exchange Carrier (“CLEC”) in Arizona, as a distributor of cell phones and telecommunications equipment and as provider of ecommerce and cloud solutions in the western United States.

 

Principles of Consolidation

Our accompanying consolidated financial statements include the accounts of K Telecom and Global Telecom, Copperhead Digital, Port2Port, Digithrive and SDM since September 30, 2016. All intercompany accounts and transactions have been eliminated in consolidation (see Note 2).

Revenue Recognition

We primarily recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the fee is fixed or determinable and (4) collection is reasonably assured.

Revenue generated from product sales, cell phones and telecommunications equipment, is recognized as revenue upon transfer of the title and risk of loss of the products to third-party customers, less a reserve for estimated product returns and other incentive arrangements including rebates.

Revenue generated from sales of telecommunications services are recognized as the transaction with the customer is considered closed and begins receiving and accepts the services that were the result of the transaction.

 

For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Certain of our products require specialized installation. Revenue for these products is deferred until installation is completed. Revenue from services is deferred and recognized over the contractual period, or as services are rendered and accepted by the customer. Some of our sales transactions qualify as multiple-element arrangements which require us to identify separate units of accounting within the arrangement and allocate the transaction consideration across these separate accounting units. For arrangements that include non-software elements, the transaction’s consideration is allocated to each unit of accounting based on its relative selling price. When applying the relative selling price method, the selling price of each deliverable is determined based upon the following hierarchy of evidence: vendor-specific objective evidence, which is generally based upon historical prices in stand-alone transactions; third-party evidence, which is generally based on market data on sales of similar products and services, if available; and management’s best estimate of selling price. Management’s best estimate of selling price is generally based upon the following considerations: stand-alone sales prices, established price lists, costs to produce and profit margins for similar products.

F- 10  
 

For cloud based solutions, we use the relative fair value method to allocate transaction consideration to each unit of accounting, whereby the evidence used in the determination of fair value estimates are based solely on vendor specific objective evidence. To the extent that vendor specific objective evidence does not exist for delivered elements of the transaction, we apply the residual method.

 

Share-based Compensation

 

The Company is required to measure and recognize compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period.

 

The Company records compensation expense related to non-employees that are awarded stock in conjunction with selling goods or services, and recognizes compensation expenses over the vesting period of such awards.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our income tax provision in the period of enactment.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, including taxable income in carryback periods. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce our income tax provision.

We account for uncertain tax positions using a “more-likely-than-not” recognition threshold. We evaluate uncertain tax positions on a quarterly basis and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.

During November 2015, the FASB issued Accounting Standards Update No. 2015-17, ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. We adopted ASU 2015-17 effective December 31, 2015.

It is our policy to record costs associated with interest and penalties related to tax in the selling, general and administrative line of the consolidated statements of operations.

 

Cash and Cash Equivalents

The company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. There are no cash equivalents as of December 31, 2016 and 2015.

Accounts Receivable

We establish an allowance for potential uncollectible accounts receivable. All accounts receivable 60 days past due are considered uncollectible unless there are circumstances that support collectability. Those circumstances are documented. As of December 31, 2016 and 2015, the allowance for uncollectible accounts receivable was zero.

 Property and Equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and

F- 11  
 

repairs are charged to expense as incurred. The carrying amount of accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss in s included in results of operations. The estimated useful lives of property and equipment are telecommunications network - 20 years, telecommunications equipment - 7 to 10 years and computers and office equipment - 3 years.

Goodwill and Intangible Assets

Goodwill relates to amounts that arose in connection with our various business combinations and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the acquisition method of accounting. Goodwill is not amortized, but is subject to periodic review for impairment.

We test goodwill and other intangible assets with indefinite lives at the reporting unit level for impairment on an annual basis and between annual tests, if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that would indicate potential impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business and an adverse action or assessment by a regulator.

In performing the annual goodwill impairment test, we utilize the two-step approach. The first step, or Step 1, requires a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of our reporting units for Step 1, we use a combination of the income approach, the market comparable approach and the market transaction approach. The income approach is based on a discounted cash flow analysis, or DCF approach, and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value, using a risk-adjusted discount rate. Assumptions used in the DCF approach require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The forecasted cash flows are based on our most recent operating activities and assumed growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF approach are based on estimates of the weighted-average cost of capital, or WACC, of market participants relative to each respective reporting unit. The market approaches consider comparable and transactional market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization, or EBITDA, based on trading multiples of selected guidelines companies and deal multiples of selected target companies.

If the carrying value of a reporting unit exceeds its estimated fair value, we are required to perform the second step, or Step 2, of the annual goodwill impairment test to measure the amount of impairment loss, if any. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is calculated as the difference between the fair value of the reporting unit and the estimated fair value of its assets and liabilities. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded to write down the carrying value to its implied value. Based on our impairment testing, we do not consider an impairment charge to goodwill necessary as of December 31, 2016.

Impairment charges related to goodwill, if any, have no impact on our cash balances.

Impairment of Other Long-lived Tangible and Intangible Assets

Our intangible assets consist primarily of customer relationships and developed technology. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition. We amortize intangible assets over their estimated useful lives.

The estimated useful lives of the individual categories of intangible assets were based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the shorter of the respective lives of the agreement or the period of time the intangible assets are expected to contribute to future cash flows. We amortize our finite-lived intangible assets based on patterns on which the respective economic benefits are expected to be realized. We amortize the majority of our intangible assets on a straight-line basis from three to nine years, as this methodology most closely approximates the pattern of economic benefits for these assets.

We evaluate long-lived tangible and intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present with respect to long-lived tangible and intangible assets used in operations and undiscounted future cash flows are not expected to be sufficient to recover the assets’ carrying amount, additional analysis is performed as appropriate and the carrying value of the long-lived assets is reduced to the estimated fair value, if this is lower, and an impairment loss is charged to expense in the period the impairment is identified. Factors we generally consider important which could trigger an impairment review on the carrying value of other long-lived tangible and intangible assets include the following: (1) significant underperformance relative to expected historical or projected future operating results, (2) significant changes in the manner of our use of acquired assets or the strategy for our overall business, (3) underutilization of our tangible assets,

F- 12  
 

(4) discontinuance of product lines by ourselves or our customers, (5) significant negative industry or economic trends, (6) significant decline in our stock price for a sustained period, (7) significant decline in our market capitalization relative to net book value and (8) goodwill impairment identified during an impairment review.

Business Acquisitions

Our business acquisitions have historically been made at prices above the fair value of the assets acquired and liabilities assumed, resulting in goodwill or some identifiable intangible. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain.

We generally employ the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis.  

 

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share””. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of thee income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2016 and 2015, the Company had shares that were potentially common stock equivalents as follows:

 

    2016   2015
Series A Preferred Stock     26,680,856       —    
Series B Preferred Stock     2,588,693       2,588,693  
Convertible Debt     250,000       —    
      29,519,549       2,588,693  

 

Concentration of Credit Risk, Off-Balance Sheet Risks and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. We invest our excess cash primarily in high quality securities and limit the amount of our credit exposure to any one financial institution. We do not require collateral or other securities to support customer receivables; however, we perform on-going credit evaluations of our customers and maintain allowances for potential credit losses.

At December 31, 2016 and 2015, no individual customer’s accounts receivable balance was more than 10% of our aggregate accounts receivable. During 2016 and 2015, one customer represented, at times, approximately 20 to 30% of monthly revenue. This customer terminated service with the Company during 2017.

 

Financial Instruments and Fair Value of Financial Instruments

Our primary financial instruments at December 31, 2016 and 2015 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities.

F- 13  
 

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Research and Development

Our research and development programs focus on telecommunications products and services. Research and development costs are expensed as incurred. Any payments received from external parties to fund our research and development activities reduce the recorded research and development expenses.

 

Advertising Costs

Advertising costs are expensed as incurred. The Company incurred advertising costs of $2,391 and $238 for the years ended December 31, 2016 and 2015, respectively.

 

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ, and could differ materially from those estimates.

Recently Adopted Accounting Pronouncements

In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, or ASU 2017-07. ASU 2017-07 improves the presentation of net periodic pension cost and net periodic postretirement benefit cost by requiring that an employer that offers to its employees defined benefit pension or other postretirement benefit plans report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted within the first interim period. The amendments should be applied using a retrospective transition method for the presentation of the service cost component and other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We are currently evaluating the impact of the adoption of ASU 2017-07 on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, or ASU 2017-04. ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and should be applied prospectively with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2017-04 on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, or ASU 2017-01. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied prospectively with early adoption permitted under certain scenarios. We are currently evaluating the impact of the adoption of ASU 2017-01 on our consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606: Revenue from Contracts with Customers, or ASU 2016-20. ASU 2016-20 clarifies specific aspects of previously issued guidance in ASU 2014-09, Revenue from Contracts with Customers (discussed below). ASU 2016-20 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-20 on our consolidated financial statements.

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In December 2016, the FASB issued ASU No. 2016-19, Technical Corrections and Improvements, or ASU 2016-19. ASU 2016-19 provides simplification and minor improvements to Topics on insurance and troubled debt restructuring that result in editorial changes to the Accounting Standards Codification, or ASC. Most of the amendments in this ASU 2016-19 do not require transition guidance and are effective immediately. Early adoption is permitted for the amendments that require transition guidance. We do not expect the adoption of ASU 2016-19 to have a significant impact on our consolidated financial statements.

 

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, or ASU 2016-18. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. We are currently evaluating the impact of the adoption of ASU 2016-18 on our consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, or ASU 2016-16. ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and eliminates the exception for an intra-entity transfer of an asset other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-16 on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, or ASU 2016-15. ASU 2016-15 provides cash flow statement classification guidance for: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-15 on our consolidated financial statements.

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, or ASU 2016-12. ASU 2016-12: (1) clarifies the objective of the collectability criterion for applying Accounting Standards Codification, or ASC, paragraph 606-10-25-7; (2) permits an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specifies that the measurement date for non-cash consideration is contract inception; (4) provides a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarifies that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarifies that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. ASU 2016-12 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-12 on our consolidated financial statements.

  

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, or ASU 2016-10. ASU 2016-10 adds further guidance on identifying performance obligations and also to improve the operability and understandability of the licensing implementation guidance. ASU 2016-10 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-10 on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , or ASU 2016-09. ASU 2016-09 simplifies several aspects of the accounting for share-based payment award transactions including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. We do not expect the adoption of ASU 2016-09 to have a significant impact on our consolidated financial statements.

F- 15  
 

In March 2016, the FASB issued ASU No. 2016-07, Investments — Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, or ASU 2016-07. ASU 2016-07 eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. ASU 2016-07 also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and should be applied prospectively with early adoption permitted. We do not expect the adoption of ASU 2016-07 to have a significant impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), or ASU 2016-02. ASU 2016-02 requires lessees to recognize for all leases (with the exception of short-term leases) at the commencement date, a lease liability which is a lessee‘s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and should be applied with a modified retrospective transition approach, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, or ASU 2015-11. ASU 2015-11 requires an entity to measure in-scope inventory at the lower of cost and net realizable value. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. A reporting entity should apply ASU 2015-11 prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of ASU 2015-11 to have a significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , or ASU 2014-09, as a new Topic, Accounting Standards Codification Topic 606. ASU 2014-09 sets forth a new revenue recognition standard that provides for a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB finalized a one-year delay in the effective date of this standard, which will now be effective for us on January 1, 2018; however, early adoption is permitted any time after the original effective date, which for us is January 1, 2017. We have not yet selected a transition method and are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, or ASU 2015-16. ASU 2015-16 requires that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. Effective January 1, 2016, we adopted ASU 2015-16. The adoption did not have a significant impact on our consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965) — I. Fully Benefit-Responsive Investment Contracts, II. Plan Investment Disclosures, and III. Measurement Date Practical Expedient , or ASU 2015-12. ASU 2015-12 amendments are in 3 parts. Among other things: Part I amendments designate contract value as the only required measure for fully benefit-responsive investment contracts; Part II amendments eliminate the requirement that plans disclose: (a) individual investments that represent five percent or more of net assets available for benefits; and (b) the net appreciation or depreciation for investments by general type requirements for both participant-directed investments and nonparticipant-directed investments; Part III amendments provide a practical expedient to permit plans to measure investments and investment-related accounts (e.g., a liability for a pending trade with a broker) as of a month-end date that is closest to the plan’s fiscal year-end, when the fiscal period does not coincide with month-end. ASU 2015-12 Parts I and II are effective on a retrospective basis, and Part III is effective on a prospective basis, for fiscal years beginning after December 15, 2015. We adopted ASU 2015-12 effective January 1, 2016. The adoption did not have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-06 Earnings Per Share, contains guidance that addresses master limited partnerships that originated from Emerging Issues Task Force (EITF) Issue No. 07-4 (Topic 260), “Application of the Two-Class Method under FASB Statement No. 128 to Master Limited Partnerships.” Under Topic 260, master limited partnerships apply the two-class method of calculating earnings per unit because the general partner, limited partners, and incentive distribution rights holders

F- 16  
 

each participate differently in the distribution of available cash in accordance with the contractual rights contained in the partnership agreement. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Effective January 1, 2016, we adopted ASU 2015-06. The adoption did not have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , or ASU 2015-03. ASU 2015-03 is intended to simplify the presentation of debt issuance costs. It requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted. In August 2015, the FASB issued ASU No. 2015-15, Interest — Imputation of Interest (Subtopic 835-30) — Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting) , or ASU 2015-15. ASU 2015-15 adds the authoritative guidance on presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements to ASU 2015-03. Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15. The adoption did not have a significant impact on our consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , or ASU 2014-15. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted. Effective December 31, 2016, we adopted ASU 2014-15. The adoption of ASU 2014-15 did not have a significant impact on our consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718) — Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , or ASU 2014-12. ASU 2014-12 requires that a performance target which affects vesting and which could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Effective January 1, 2016, we adopted ASU 2014-12. The adoption of ASU 2014-12 did not have a significant impact on our consolidated financial statements.

 

NOTE 2 – ACQUISITIONS

(a)     Goodwin Global Acquisition of Customer Base

 

In July 2016, the Company entered into an Acquisition and Purchase Agreement to purchase the assets of Goodwin Global Communications LLC (“the Goodwin Agreement”) for $22,500 in cash, payable in cash increments through January 2017, and up to 200,000 shares of restricted common shares of the Company given by an officer of the Company in satisfaction of shares owing. The actual number of shares given upon acquisition was 50,000 and may increase, in defined increments, up to 200,000 depending on the monthly revenue generation from the assets (the additional 150,000 common shares potentially owing is defined as follows: 50,000 common shares when the Goodwin assets generate $30,000 of revenue in a given month, 50,000 common shares when the assets generate $125,000 of revenue in a given month, and 50,000 common shares when the Goodwin assets generate $125,000 of revenue in a given month). As part of the acquisition, the Company will pay a 25% commission on the gross profit from the assets. As of December 31, 2016, there were no additional common shares owing and no commissions paid or due pursuant to the terms of the agreement stated above. Subsequent to December 31, 2016, the Goodwin Agreement was amended to cancel the potential additional 150,000 shares of common stock and to cancel the related 25% commission on the gross profits.

 

The company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded there were a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as the acquisition of a business with the only asset being the customer base.

 

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The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration Given:    
Cash   $ 22,500  
Capital contribution by officer in satisfaction of shares owing     40,400  
Total consideration value   $ 62,900  
         
Consideration received:        
Intangibles-customer base   $ 62,900  

 

In December 2016, after performing an impairment test, the Company impaired the customer base and amortized any remaining balance in the statement of operations for 2016.

 

(b)     San Diego Media Acquisition

 

Effective September 30, 2016, the Company acquired 100% of the outstanding stock of SDM for 750,000 shares of restricted Common Stock of the Company contributed by an officer, assumption of debt of approximately $163,259, and a convertible promissory note of $250,000. 

The company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded there were a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as the acquisition of a business.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration given:    
Capital contribution by officer in satisfaction of shares owing   $ 438,750  
Convertible note     250,000  
Liabilities assumed     163,259  
Total consideration given   $ 852,009  
         
Consideration received:        
Intangibles-customer base   $ 751,918  
Assets-current and long-term     100,091  
Total consideration received   $ 852,009  

 

(c)   Lion Phone Technology Acquisition

 

In December 2016, TPTG acquired the Lion Phone Technology from four former interest holders. The Lion Phone technology agreement allows for the technology and intellectual property and technology of the Lion Phone to be acquired for 2,100,000 shares of restricted Common Stock of the Company contributed by an officer, and $350,000 in cash. The sellers will also have a right to a royalty of $5.00 for each phone sold. As of December 31, 2016, no sales have taken place and no royalties have been paid.

 

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded there were not a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as an asset acquisition as follows.

 

Consideration given:    
Cash payable   $ 350,000  
Capital contribution by officer in satisfaction of shares owing     560,000  
Total consideration given   $ 910,000  
         
Consideration received:        
Intangibles-developed technology   $ 910,000  

F- 18  
 

 

 

(d) Digithrive Acquisition of Assets

Effective September 30, 2015, TPTG acquired the assets of Digithrive, a web technology company for 250,000 shares of Series B Preferred Stock of the Company. All shares issued are restrictive shares and are convertible into common shares according to the Certificate of Designation of the Series B Preferred Shares. The shares were valued at $.648 per share or $162,000. The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The Company concluded there was not sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as a technology expense and is recorded in general and administrative expense in the consolidated statement of operations for 2015.

 

(e)   Port2Port Acquisition of Assets

 

Effective September 30, 2015, TPTG acquired the assets of Port2Port, a wholesale telecommunications carrier for 200,000 shares of Series B Preferred Stock of the Company, and $10,000 in cash. An additional 200,000 shares of Series B Preferred Stock valued at $.648 per share were issued to a former employee of Port2Port as incentive to work for the Company. These shares were expensed in professional expenses in the consolidated statement of operations for 2015 in the amount of $129,600. All shares issued are restrictive shares and are convertible into common shares according to the Certificate of Designation of the Series B Preferred Shares.

 

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The Company concluded there were a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as the acquisition of a business.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration given:    
Cash   $ 10,000  
Series B share value     129,600  
Liabilities assumed     4,001  
Total consideration value   $ 143,601  
         
Consideration received:        
Intangible-customer base   $ 139,753  
Current assets     3,848  
Total consideration received   $ 143,601  

 

 

(f)       Copperhead Digital Acquisition

 

Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital and its subsidiaries, TruCom, Nevada Utilities and CityNet. As part of the agreement, TPTG issued 1,538,693 of Series B Preferred Stock valued at $.648 per share and committed to issue 679,310 shares of Common Stock valued at $.011 per share, and assumed all assets and liabilities of CDH. All shares are restricted shares.

 

The company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of CDH met the definition of a business. The Company concluded there were a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as the acquisition of a business.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired, liabilities assumed and share consideration recognized is as follows:

 

 

F- 19  
 

 

Consideration given:    
Series B Preferred Stock value   $ 997,073  
Capital contribution by officer in satisfaction of shares owing     7,472  
Current liabilities, net of financing arrangements     941,020  
Financing arrangements     2,717,790  
Capital leases     520,029  
Total consideration given   $ 5,183,384  
         
Consideration received:        
Goodwill   $ 70,995  
Intangibles-developed technology     600,000  
Intangibles-customer base     1,100,000  
Current assets     196,358  
Property and equipment     3,164,000  
Other assets     51,851  
Total consideration received   $ 5,183,384  

 

(g)     Share Exchange Agreement and Reverse Merger

 

In August 2014, TPTG Global, Inc. merged with Ally Pharma in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. Because of this change in control of Ally Pharma, the transaction is accounted for as a non-monetary transaction (specifically referred to as a reverse recapitalization) wherein the operations of the accounting Acquirer are re-casted in terms of the accounting Acquiree’s (legal acquirer, TPTG fka Ally Pharma) common stock. 110,000,000 shares of common stock were issued equaling 80% of the 136,753,685 post-merger common shares outstanding.

 

(h)     K Telecom and Global Telecommunications Acquisitions

 

Concurrent with the merger with Ally Pharma, TPTG acquired the assets of KTel and GTel, from CJ Singh for 400,000 shares of Series B Preferred Stock of the Company. All shares issued are restrictive shares and are convertible into common shares according to the Certificate of Designation of the Series B Preferred Shares at $2.00 per share. The Company recorded a subscription payable of $259,200 as of December 31, 2014 and then issued the Series B Preferred Shares in 2015.

The company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded there were a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as the acquisition of a business.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration Given:    
Series B Preferred Share value   $ 259,200  
Subscription payable   $ 259,200  
         
Consideration received:        
Intangibles-customer base   $ 259,200  
Current assets     7,947  
Total     267,147  
Less gain on bargain purchase     (7,947 )
Total consideration received   $ 259,200  

 

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Pro Forma Information (Unaudited)

The following unaudited supplemental pro forma information (presented for informational purposes only) assumes the 2016 and 2015 acquisitions referred to above had been completed as of January 1, 2015 and is not indicative of the results of operations that would have been achieved had the transactions been consummated on such date or of results that might be achieved in the future.

                2016                2015
Revenues     3,292,000       4,710,000  
Gross profit     1,261,000       2,012,000  
Net loss     (4,371,000 )     (4,784,000 )
Net loss per shares     (0.03 )     (0.03 )
Weighted average number of common shares outstanding     136,953,904       136,953,904  

   

NOTE 3 – GOING CONCERN

Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 2016 and 2015. Financing activities described below, have helped with working capital and other capital requirements. We incurred $4,463,199 and $4,963,858, respectively, in losses, and we used $352,792 and $523,729, respectively, in cash for operations for the years ended December 31, 2016 and 2015. Cash flows from financing activities were $269,880 and $651,399 for the same periods.

Subsequent to December 31, 2016, shareholders extended loans to the Company in the amount of approximately $250,000 under the same terms and conditions of existing debt from shareholders which is secured by assets of the company. See Note 5. In addition, the Company entered into a short-term cash arrangement for $70,500 for which the terms require in a weekly payment of $3,682, equal to a 15% interest rate, until completely paid back with interest.

In June 2016, the Company entered into a Factoring Agreement with a company controlled by one of its shareholders. The Factoring Agreement is such that the Company will pay a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds under the Factoring Agreement for which $152,810, including accrued interest, remained outstanding as of December 31, 2016. See Note 5.

 

In 2016, shareholders extended cash to TPTG of $134,200 through the Line of credit-related party for $100,000 and business loans and advances for $34,200 which was used for working capital. See Note 5.

 

In conjunction with the acquisition of Copperhead Digital, some of the previous controlling shareholders of Copperhead Digital agreed to certain financing arrangements as part of the acquisition which amounted to $796,377 in convertible debt being contributed to the Company. See Note 5. In 2015, these financing arrangements were exchanged for Common Stock.

 

In order for us to continue as a going concern, we will need to obtain additional debt or equity financing, and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

 

 

 

 

 

 

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NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and related accumulated depreciation as of December 31st are as follows:

 

                2016                2015
Property and equipment     3,297,943       3,174,044  
Accumulated depreciation     (308,384 )     (145,396 )
Property and equipment, net     2,989,559       3,028,648  

 

   

Depreciation expense was $162,988 and 145,396 for the years ended December 31, 2016 and 2015, respectively.

 

NOTE 5 – FINANCING ARRANGEMENTS

 

Financing arrangements as of December 31, 2016 and 2015 are as follows:

 

                2016               2015
Business loans and advances (1)   $ 34,974       26,200  
Line of credit, secured by assets (2)     —         2,497,790  
Factoring agreements (3)     152,810       —    
Debt – third party   $ 187,784       2,523,990  
                 
Line of credit, related party secured by assets (2)   $ 2,597,790       —    
Debt– other related party (4)     384,200       —    
Convertible debt – related party (5)     250,000       —    
Debt – related party   $ 3,231,990          
                 
Total financing arrangements   $ 3,419,774       2,523,990  
                 
Less current portion:                
   Debt – third party   $ (184,965 )     (2,523,990 )
   Debt – related party     (2,981,990 )     —    
      (3,166,955 )     (2,523,990 )
Total long term debt   $ 252,819       —    

 

(1) The Business Loans and Advances are amounts advanced to the Company of which most do not bear interest and are being paid to the lenders as cash is available. Other amounts included herein, are amounts under credit card financing lines of credit and are being used for working capital purposes.

 

(2) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. See Note 2(f). The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0% for amounts up to and including $1,250,000 or plus 3.5% for amounts above $1,250,000, is payable monthly, and is secured by the assets of the Company. The Company has an agreement, entered into with the acquisition of Copperhead Digital, with the applicable shareholders whereby the Company will raise funds through debt or equity, and pay off the Line of Credit. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds. Prior to the Line of Credit being assigned to certain shareholders, it was increased by $100,000 and funded to the Company in 2016 to allow for additional operating funds. Subsequent to December 31, 2016, other shareholders extended approximately $250,000 of working capital at the same terms as the outstanding line of credit balance.

 

(3) The Factoring Agreement was established in June 2016 with a company that is controlled by a shareholder. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $152,810 remained unpaid as of December 31, 2016.

 

(4) $34,200 represents funds given to TPTG or subsidiaries as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. $350,000 represents cash due to the prior owners of the technology acquired from the owner of the Lion Phone. See Note 2.
F- 22  
 

 

(5) Debt – related party represents a note payable to the former principals of SDM which is in the form of a convertible promissory note, due September 30, 2018 and convertible at any time into restricted Common Shares at $1.00 per share.

 

 

NOTE 6 - INCOME TAXES

 

The following table sets forth the components of the Company’s income tax expense (benefit) for the years ended December 31, 2016 and 2015:

 

Current:   2016   2015
Federal State and local   $ —         —    
Total Current   $ —         —    
Deferred:                
Federal State and local benefit   $ (1,785,272 )     (1,985,543 )
Net operating loss     (44,865 )     (23,511 )
Meals and entertainment     11,724       6,130  
Stock based expenses     17,370       —    
Other     4,370          
Allowance     1,796,702       2,002,924  
Total Benefit   $ —         —    

 

 

The following table sets forth a reconciliation of the Company’s income tax expense (benefit) as the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2016 and 2015:

 

    2016   2015
Statutory rate     40 %     40 %
Change in valuation allowance     (9 %)     (8 %)
Stock based compensation     (24 %)     (28 %)
Intangibles     (6 %)     (4 %)
Other     (1 %)     —    
Total   $ —         —    

 

The following table sets forth the components of the Company’s deferred income taxes as of December 31, 2016 and 2015:

 

Current deferred tax assets (liabilities):   2016   2015
Valuation allowance   $ —         —    
Total current deferred tax asset (liability)   $ —         —    
                 
Noncurrent deferred tax assets (liabilities):                
Intangible assets   $ 492,125       187,918  
Net operating loss carry forwards     897,290       470,226  
Stock base compensation     2,452,070       1,386,640  
Less; Valuation allowance     (3,841,485 )     (2,044,784 )
Total noncurrent deferred tax asset (liability)   $ —         —    
                 
Total deferred tax asset (liability)   $ —         —    

 

 

The Company has approximately $2,243,225 and 1,175,564 of net operating loss carry forwards as of December 31, 2016 and 2015, respectively, which expire in varying amounts, if unused. Because of the change in ownership of more than 50% of the Company in accordance with Section 382 of the IRS Code, these net operating loss carry forwards may be significantly limited to use in future periods. The federal and state tax returns for the Company have not been filed for the years ended December 31, 2016 and 2015.

F- 23  
 

NOTE 7 - STOCKHOLDERS' EQUITY

Preferred Stock

 

As of December 31, 2016 and 2015, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock and Series B Preferred Stock.

 

Series A Convertible Preferred Stock

 

In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.

 

The Series A Preferred Stock was designated in February 2015, has a par value of $.001, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined, and of an amount equal to $100 per share. Holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the outstanding Common Stock of the Company.

 

In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.

 

Series B Convertible Preferred Stock

 

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Preferred Stock.

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal amount of common shares at the conversion price of $2.00 per share. The Series B Preferred Stock holders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis.

 

Issuances Related to Acquisitions

 

In 2015, 1,538,693 of Series B Preferred Stock valued at $997,073 were issued in conjunction with the acquisition of Copperhead Digital. See Note 2(f) for details of the acquisition and other consideration given.

 

In October 2015, the Company acquired the assets of Port2Port, a wholesale telecommunications company, for 200,000 shares, as amended, of the Company’s Series B Preferred Stock valued at $129,600. An additional 200,000 shares of Series B Preferred Stock valued at $129,600 were issued to a former employee of Port2Port as incentive to work the assets for the Company. See Note 2(e) for details of the acquisition and other consideration given.

 

In October 2015, the Company acquired the assets of Digithrive Inc., a California company, for 250,000 shares of the Company’s Series B Preferred Stock valued at $162,000. See Note 2(d) for details of the acquisition.

 

In 2014 the Company acquired all the assets of K Telecom and Global Telecom for 400,000 shares of Series B Preferred Stock valued at $259,200. The Company recorded a subscription payable as of December 31, 2014 and then issued the shares in 2015. See Note 2(h) for details of the acquisition and other consideration given.

 

Common Stock and Capital Contributions

 

As of December 31, 2016, we had authorized 1,000,000,000 shares of Common Stock.

 

F- 24  
 

Capital Contributions Related to Acquisitions

 

In July 2016, the Company acquired the customer base of Goodwin Global for 50,000 shares of Common Stock from a capital contribution of an officer of the Company valued at $40,400. See Note 2(a) for details of the acquisition and other consideration given.

 

Effective September 30, 2016, the Company acquired 100% of the outstanding stock of SDM for 750,000 shares of Common Stock as a capital contribution from an officer of the Company valued at $438,750. See Note 2(b) for details of the acquisition and other consideration.

 

In December 2016, the Company acquired the Lion Phone technology for 2,100,000 shares of Common Stock as a contribution of capital from an officer of the Company valued at $560,000. See Note 2(c) for details of the acquisition and other consideration given.

 

In 2015 the company acquired 100% of the outstanding stock of Copperhead Digital and TruCom, a subsidiary. In conjunction with this acquisition, the Company used 679,310 shares of Common Stock from a capital contribution from an officer of the Company as partial consideration. See Note 2(f) for details of the acquisition and other consideration given.

 

Capital Contributions Related to Expenses and Liabilities

In December 2016, a subsidiaries landlord agreed to terminate a facilities lease for 150,000 shares of Common Stock valued at $43,350 from a capital contribution of an officer of the Company. Subsequent to the agreement, the landlord requested more shares against the Company’s agreement. As such, $40,404 remains in liabilities payable to the landlord and the $43,350 was expensed as rent expense in 2016.

In December 2016, the Company settled accounts payable to multiple vendors of $134,720 for 365,000 shares of restricted Common Stock valued at $105,485 from a capital contribution of an officer of the Company. A gain on settlement of $29,235 was recognized.

In December 2016, the Company used for compensation expense 9,175,000 restricted shares of Common Stock valued at $2,663,575 received from a capital contribution from an officer of the Company.

Capital Contributions Related to Debt Conversions

 

In conjunction with the acquisition of Copperhead Digital, the former shareholders of Copperhead Digital agreed to bring accounts payable current for which they would receive promissory notes. As such, they funded a total of $220,000 of Commercial Promissory Notes. The Commercial Promissory Notes did not bear interest, except under default which then would be at the lessor of 12% per annum or the maximum allowable rate under applicable law. Due dates were from December 16, 2016 to January 28, 2017. The Commercial Promissory Notes were convertible at $0.50 per share and were unsecured. In October 2015, all Commercial Promissory Notes were exchanged for a contribution of capital from an officer of the Company, including 440,000 Common Shares.

 

Previously Convertible Promissory Notes of $250,000 were due to a shareholder, were due three years from the date of issuance, between March 16, 2018 and April 28, 2018, bear interest at 8% per annum, except under default which then would be at the lessor of 12% per annum or the maximum allowable rate under applicable law, and were convertible at $0.50 per share. The Convertible Promissory Notes were unsecured. In October 2015, all Convertible Promissory Notes were exchanged for a contribution of capital from an officer of the Company, including 500,000 Common Shares.

 

In July and August 2015, the Company through a private offering issued Unsecured Commercial Promissory Notes to the former shareholders of Copperhead Digital for $326,377. The Unsecured Commercial Promissory Notes were due as the holder designated in writing, did not bear an interest rate, except under default which then would be at the lessor of 12% per annum or the maximum allowable rate under applicable law. The Unsecured Commercial Promissory Notes were convertible at $0.20 to $0.25 per share. In October 2015, all Unsecured Commercial Promissory Notes were exchanged for a contribution of capital from an officer of the Company, including 1,496,899 Common Shares.

 

Capital Contributions related to stock subscriptions

 

During 2015, 600,000 shares of Common Stock were provided to an investor for $53,000, which stock was contributed by an officer of the Company as a capital contribution.

F- 25  
 

Cash from Subscriptions

In January 2015, 200,000 shares of Common Stock were issued for $6,000. In 2017, the Company committed to issue another 50,000 shares to a certain shareholder for which a subscription was received in 2014 for $7,500. This balance is recorded as a subscription payable as of December 31, 2016 and 2015. See also 400,000 of Preferred Series B stock subscribed for $259,200 described above.

Stock Options and Warrants

We do not have any warrants outstanding as of December 31, 2016.

Subsequent to December 31, 2016, shareholders extended loans to the Company in the amount of approximately $250,000 under the same terms and conditions of existing debt from shareholders which is secured by assets of the company. Terms of the loans included issuing options to purchase approximately 41,000 shares of common stock of the Company at prices ranging from $0.046 to $0.265 per share. See Note 5.

Common Stock Reservations

The Company has reserved 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

We have reserved 2,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company.

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

Lease Obligations

 

Future minimum lease payments are as follows:

 

Obligation   Delinquent (1)   2017   2018   2019   Total
Telecom Equipment Finance (2)   $ 542,347       —         —         —       $ 542,347  
New Equipment Lease (3)             44,424       44,424       37,020       125,868  
Vehicles Leases                                     12,518  
Total   $ 542,347       56,942       44,424       37,020     $ 680,733  

 

(1) In December 2016, a subsidiary’s landlord agreed to terminate a facility lease for 150,000 shares of Common Stock. See Note 7.

(2) The Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and is in default. The Company is in the process of negotiating revised lease terms.

(3) The New Equipment Lease requires payments of $3,702 per month for 36 months beginning in November 2016. The lease is currently in default for nonpayment.

Other Commitments and Contingencies

There are other debt, accounts payable or accrued liabilities that the Company assumed in conjunction with the acquisitions during 2015 and 2016. All of these have been accounted for on the books and records of the Company as of December 31, 2016. See Note 2.

The Company has employment agreements with certain employees of SDM and K Telecom. The agreements are such that SDM and K Telecom, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements.

The Company has been named in a lawsuit by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is

F- 26  
 

suing for breach of contract and is seeking around $75,000 in back pay and benefits. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.

As of December 31, 2016, the company has collected $249,350 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of amounts owed which, including subsequent payments, currently amounts to approximately $370,000. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of December 31, 2016 and does not believe the outcome of the dispute will have a material effect on the financial position of the Company.

NOTE 9 – RELATED PARTY ACTIVITY

 

During the year ended December 31, 2016, the Company paid Stephen Thomas, Chairman, CEO and President of the Company, approximately $50,000 in rent and utility payments related to corporate office space.

 

There are shares issuances and capital contributions from an officer of the Company. See Note 7. Also, there are debt and lease balances outstanding due to shareholders of the Company. See Notes 5 and 8.

 

NOTE 10 – GOODWILL AND INTANGIBLE ASSETS

 

Goodwill and intangible assets are comprised of the following:

 

December 31, 2016

 

    Gross carrying amount   Accumulated Amortization   Net Book Value   Useful Life
Customer Base   $ 2,303,771       (1,091,730 )     1,212,041       3  
Developed Technology   $ 1,510,000       (127,783 )     1,382,217       9  
Goodwill   $ 70,995       —         70,995       —    

 

December 31, 2015

 

    Gross carrying amount   Accumulated Amortization   Net Book Value   Useful Life
Customer Base   $ 1,488,953       (469,879 )     1,019,074       3  
Developed Technology   $ 600,000       (61,116 )     538,884       9  
Goodwill   $ 70,995       —         70,995       —    

 

NOTE 11 – SUBSEQUENT EVENTS

 

Subsequent to December 31, 2016, shareholders extended loans to the Company in the amount of approximately $250,000 under the same terms and conditions of existing debt from shareholders which is secured by assets of the company. In addition, the Company entered into a short-term cash arrangement for $70,500 for which the terms require a weekly payment of $3,682, equal to a 15% interest rate, until paid back with interest.

The Company has entered into a non-binding Letter of Intent Agreement with Blue Collar Inc. (“Blue Collar”), a Media Production and California Corporation and its shareholders to acquire 100% of the outstanding ownership of Blue Collar for 6,500,000 shares of restricted Series C Preferred Stock, designation yet to be done, convertible at $1.00 per share into common stock of the Company when trading is over $2.00 per share, $1,000,000 in cash and a loan of $600,000. The acquisition is pending securing financing and may not occur.

 

The Company has also entered into an Acquisition and Purchase Agreement with Hollywood Riviera LLC and HRS Mobile LLC and their members who share common ownership to acquire 100% ownership interest in both of these companies for 3,465,000 shares of Series C Preferred Stock, designation yet to be done, convertible at $1.00 per share into common stock of the Company when trading is over $2.00 per share, and $3,325,000 in cash to be used to retire debt and pay for ownership interests. These acquisitions are pending securing financing and may not occur.

 

 

 

F- 27  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT Global Tech, Inc. and Subsidiaries

 

Condensed Consolidated Financial Statements

 

As of

 

September 30, 2017

 

 

 

TPT Global Tech, Inc. and Subsidiaries

 

Condensed Consolidated Financial Statements

 

As of

 

September 30, 2017

 

 

  Table of Contents

 

 

  Page

 

Condensed Consolidated Financial Statements

 

 

 

Condensed Consolidated Balance Sheets

 

F-29 - F-30

 

Condensed Consolidated Statements of Operations

 

F-31

 

Condensed Consolidated Statements of Cash Flows

 

F-32

 

Notes to Condensed Consolidated Financial Statements

 

F-33 -F-45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F- 28
 

TPT Global Tech, Inc.

Condensed Consolidated Balance Sheets

 

Assets

     
     
    September 30, 2017   December 31, 2016
CURRENT ASSETS   (unaudited)    
Cash and cash equivalents   $ 15,577     $ 93,286  
Accounts receivable     115,498       84,856  
Prepaid expenses and other current assets     10,959       190,248  
Total current assets   $ 142,034     $ 368,390  
NON-CURRENT ASSETS                
        Property and equipment, net   $ 2,857,940     $ 2,989,559  
        Customer base, net     651,821       1,212,041  
        Developed technology, net     1,256,382       1,382,217  
        Goodwill     70,995       70,995  
        Deposits and other assets     58,049       58,020  
Total non-current assets   $ 4,895,187     $ 5,712,832  
                 
TOTAL ASSETS   $ 5,037,221     $ 6,081,222  

 

Liabilities and Stockholders' EQUITY (DEFICIT)

Current liabilities        
Accounts payable and accrued expenses   $ 2,020,293     $ 1,496,393  
       Current portion of debt – third party     216,435       184,965  
       Current portion of debt – related party     3,332,490       2,981,990  
       Derivative liability     53,859          
       Customer liability     338,725       249,350  
Capital leases     101,348       104,261  
Capital leases – related party     449,103       449,103  
Accrued interest related to capital leases     123,798       93,244  
Current portion of vehicle leases     7,044       8,250  
Deferred revenue     9,594       42,120  
       Total current liabilities   $ 6,652,689     $ 5,609,676  
                 
                 
NON-CURRENT LIABILITIES                
Long term portion:                
              Debt – third party, net of current portion   $ 2,897     $ 2,819  
              Debt – related party, convertible, net of current portion     258,975       250,000  
      Vehicle leases, net of current portion     —         4,269  
       Total non-current liabilities     261,872       257,088  
 Total liabilities   $ 6,914,561     $ 5,866,764  
                 
Commitments and contingencies – See Note 7
    —         —    
F- 29  
 

 

     Stockholders' eQUITy (DEFICIT)
 
Preferred stock, $.001 par value 100,000,000 shares authorized:
               
                 
Convertible Preferred Series A - 1,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016   $ 1,000     $ 1,000  
Convertible Preferred Series B - 2,588,693 shares issued and outstanding as of September 30, 2017, and December 31, 2016     2,589       2,589  
Common stock, $.001 par value, 1,000,000,000 shares authorized, 136,953,904 shares issued and outstanding as of September 30, 2017 and December 31, 2016     136,954       136,954  
Subscriptions payable     —         7,500  
Additional paid-in capital     9,730,717       9,684,453  
Accumulated deficit     (11,748,600 )     (9,618,038 )
Total stockholders' equity (deficit)     (1,877,340 )     214,458  
                 
Total liabilities and stockholders' Equity (DEFICIT)   $ 5,037,221     $ 6,081,222  

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F- 30  
 

TPT Global Tech, Inc.

Condensed Consolidated Statements of Operations

 

 

    For the three months ended September 30,   For the nine months ended September 30,
    2017   2016   2017   2016
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenues:                
   Products   $ 130,051       169,184       404,126       314,018  
   Services     347,133       652,802       1,378,596       1,838,826  
Total Revenues   $ 477,184       821,986       1,782,722       2,152,844  
                                 
COST OF SALES:                                
   Products   $ 128,181       108,112       393,296       283,211  
   Services     224,804       390,989       938,426       1,187,335  
Total Costs of Sales   $ 352,985       499,101       1,331,722       1,470,546  
Gross profit   $ 124,199       322,885       451,000       682,298  
 EXPENSES:                                
Sales and marketing   $ 18,981       150,907       32,302       240,096  
Professional     162,509       161,295       609,920       345,156  
Payroll and related     84,424       104,502       364,777       309,477  
General and administrative     186,847       226,666       626,842       717,018  
Depreciation     43,873       38,844       131,619       119,900  
Amortization     228,685       140,740       686,055       422,219  
                Total expenses   $ 725,319       822,954       2,451,515       2,153,866  
                                 
OTHER EXPENSE:                                
Derivative expense     (7,912 )     —         (7,912 )     —    
Interest expense     (44,465 )     (38,494 )     (122,135 )     (91,142 )
                 Total other expense   $ (52,377 )     (38,494 )     (130,047 )     (91,142 )
                                 
Net loss before income taxes     (653,497 )     (538,563 )     (2,130,562 )     (1,562,710 )
Income taxes     —         —         —         —    
                                 
NET LOSS   $ (653,497 )     (538,563 )     (2,130,562 )     (1,562,710 )
                                 

 

 Basic and diluted loss per common share   $ (0.00 )     (0.01 )     (0.02 )     (0.01 )
                                 
Weighted average number of common shares outstanding:                                
Basic and diluted     136,953,904       136,953,904       136,953,904       136,953,904  
                                 

 

See accompanying notes to condensed consolidated financial statements

F- 31  
 

TPT Global Tech, Inc.

CONDENSED Consolidated Statements of Cash Flows

 

    For the nine months ended September 30,
    2017   2016
    (unaudited)   (unaudited)
 Cash flows from operating activities:                
Net loss   $ (2,130,562 )     (1,562,710 )
Adjustments to reconcile net loss to net cash used in operating activities:                
 Depreciation     131,619       119,900  
           Amortization     686,055       422,219  
           Accretion of interest     3,104       —    
           Derivative expense     7,912       —    
           Share based expenses     3,764       123,500  
     Changes in operating assets and liabilities:                
           Increase in accounts receivable     (30,642 )     (29,776 )
           Increase (decrease) in prepaid expenses and other assets     179,258       (3,852 )
           Increase in accounts payable and accrued expenses     515,191       491,070  
           Increase in customer liability     89,375       186,990  
           Increase in other liabilities     6,779       8,500  
              Net cash used in operating activities   $ (538,187 )     (244,159 )
                 
Cash flows from investing activities:                
           Cash paid in acquisition   $ —         (15,000 )
           Purchase of property and equipment     —         (6,616 )
Net cash used in investing activities   $ —         (21,616 )
                 
Cash flows from financing activities:                
           Proceeds from stock sales   $ 35,000       —    
           Increase in debt – third party     94,933       158,590  
           Increase in debt – related party     400,500       100,000  
           Payments for debt     (61,567 )     (5,600 )
           Payments for property and equipment and vehicle leases     (8,388 )     (8,155 )
Net cash provided by financing activities   $ 460,478       244,835  
                 
Net change in cash   $ (77,709 )     (20,940 )
Cash and cash equivalents - beginning of period   $ 93,286       165,610  
                 
Cash and cash equivalents - end of period   $ 15,577       144,670  
                 

 

Supplemental Cash Flow Information:

 

Cash used for interest is $15,147 and $60,000 for the nine months ended September 30, 2017 and 2016, respectively. There has been no cash used for taxes in either period.

 

Non-Cash Investing and Financing Activities:

 

    2017   2016
Recognition of derivative liability   $ 46,805          
Capital contribution by officer for net assets of Goodwin Global   $ —         40,500  
Capital contribution by officer for services   $ —         385,000  
Capital contribution by officer and liabilities assumed in acquisition of SDM   $ —         853,138  

 

 

  See accompanying notes to condensed consolidated financial statements

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TPT Global Tech, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2017

(unaudited)

 

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

 

The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”).

 

The following acquisitions have resulted in entities or assets which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). In October 2015, the Company acquired the assets of both Port2Port Inc. (“Port2Port”) and Digithrive Inc. (“Digithrive”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). See Note 2.

 

We generate revenues primarily through operating as a Competitive Local Exchange Carrier (“CLEC”) in Arizona, as a distributor of cell phones and telecommunications equipment and as provider of ecommerce and cloud solutions in the western United States.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

 

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2016 included in the Company’s Form S-1. The condensed consolidated balance sheet at December 31, 2016, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

 

Our condensed consolidated financial statements include the accounts of K Telecom and Global Telecom, Copperhead Digital and SDM. All intercompany accounts and transactions have been eliminated in consolidation (see Note 2).

 

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share””. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of thee income

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statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2017, the Company had shares that were potentially common stock equivalents as follows:

 

 

    2017
Series A Convertible Preferred Stock     59,108,809  
Series B Convertible Preferred Stock     2,588,693  
Stock Options     30,400  
Convertible Debt     703,507  
Total common stock equivalents     63,431,133  

 

Derivative Financial Instruments

 

Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

 

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including convertible promissory notes payable with features as of September 30, 2017 that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

 

The Company estimates the fair values of derivative financial instruments using the Black-Scholes option valuation technique. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes.

 

The Company recorded derivative liability of $53,859 as of September 30, 2017 and a derivative expense of $7,912 for the nine months ended September 30, 2017. There were no derivative instruments in the prior period.

 

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ, and could differ materially from those estimates.

 

Recently Adopted Accounting Pronouncements

 

Management has reviewed recent recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements.

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NOTE 2 – ACQUISITIONS

(a)       Goodwin Global Acquisition of Customer Base

 

In July 2016, the Company entered into an Acquisition and Purchase Agreement to purchase the assets of Goodwin Global Communications LLC (“the Goodwin Agreement”) for $22,500 in cash, payable in cash increments through January 2017, and up to 200,000 shares of restricted common shares of the Company given by an officer of the Company in satisfaction of shares owing. The actual number of shares given upon acquisition was 50,000 and may increase, in defined increments, up to 200,000 depending on the monthly revenue generation from the assets (the additional 150,000 common shares potentially owing is defined as follows: 50,000 common shares when the Goodwin assets generate $30,000 of revenue in a given month, 50,000 common shares when the assets generate $125,000 of revenue in a given month, and 50,000 common shares when the Goodwin assets generate $125,000 of revenue in a given month). As part of the acquisition, the Company will pay a 25% commission on the gross profit from the assets. As of December 31, 2016, there were no additional common shares owing and no commissions paid or due pursuant to the terms of the agreement stated above. During 2017, the Goodwin Agreement was amended to cancel the potential additional 150,000 shares of common stock and to cancel the related 25% commission on the gross profits.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration Given:    
Cash   $ 22,500  
Capital contribution by officer in satisfaction of shares owing     40,400  
Total consideration value   $ 62,900  
         
Consideration received:        
Intangibles-customer base   $ 62,900  

 

(b)      San Diego Media Acquisition

 

Effective September 30, 2016, the Company acquired 100% of the outstanding stock of SDM for 750,000 shares of restricted Common Stock of the Company contributed by an officer, assumption of debt of approximately $163,259, and a convertible promissory note of $250,000.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration given:    
Capital contribution by officer in satisfaction of shares owing   $ 438,750  
Convertible note     250,000  
Liabilities assumed     163,259  
Total consideration given   $ 852,009  
         
Consideration received:        
Intangibles-customer base   $ 751,918  
Assets-current and long-term     100,091  
Total consideration received   $ 852,009  

 

(c) Lion Phone Technology Acquisition

 

In December 2016, TPTG acquired the Lion Phone Technology from four former interest holders. The Lion Phone technology agreement allows for the technology and intellectual property and technology of the Lion Phone to be

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acquired for 2,100,000 shares of restricted Common Stock of the Company contributed by an officer, and $350,000 in cash. The sellers will also have a right to a royalty of $5.00 for each phone sold. As of December 31, 2016, no sales have taken place and no royalties have been paid.

 

The Company accounted for this transaction as an asset acquisition as follows.

 

Consideration given:    
Cash payable   $ 350,000  
Capital contribution by officer in satisfaction of shares owing     560,000  
Total consideration given   $ 910,000  
         
Consideration received:        
Intangibles-developed technology   $ 910,000  
         

 

(d)   Digithrive Acquisition of Assets

 

Effective September 30, 2015, TPTG acquired the assets of Digithrive, a web technology company for 250,000 shares of Series B Preferred Stock of the Company. All shares issued are restrictive shares and are convertible into common shares according to the Certificate of Designation of the Series B Preferred Shares. The shares were valued at $.648 per share or $162,000. The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The Company concluded there was not sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction as a technology expense and is recorded in general and administrative expense in the consolidated statement of operations for 2015. 

 

(e)   Port2Port Acquisition of Assets

 

Effective September 30, 2015, TPTG acquired the assets of Port2Port, a wholesale telecommunications carrier for 200,000 shares of Series B Preferred Stock of the Company, and $10,000 in cash. An additional 200,000 shares of Series B Preferred Stock valued at $.648 per share were issued to a former employee of Port2Port as incentive to work for the Company. These shares were expensed in professional expenses in the consolidated statement of operations for 2015 in the amount of $129,600. All shares issued are restrictive shares and are convertible into common shares according to the Certificate of Designation of the Series B Preferred Shares.

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration given:    
Cash   $ 10,000  
Series B share value     129,600  
Liabilities assumed     4,001  
Total consideration value   $ 143,601  
         
Consideration received:        
Intangible-customer base   $ 139,753  
Current assets     3,848  
Total consideration received   $ 143,601  

 

F- 36  
 

 

(f) Copperhead Digital Acquisition

Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital and its subsidiaries, TruCom, Nevada Utilities and CityNet. As part of the agreement, TPTG issued 1,538,693 of Series B Preferred Stock valued at $.648 per share and committed to issue 679,310 shares of Common Stock valued at $.011 per share, and assumed all assets and liabilities of CDH. All shares are restricted shares. 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired, liabilities assumed and share consideration recognized is as follows:   

Consideration given:    
Series B Preferred Stock value   $ 997,073  
Capital contribution by officer in satisfaction of shares owing     7,472  
Current liabilities, net of financing arrangements     941,020  
Financing arrangements     2,717,790  
Capital leases     520,029  
Total consideration given   $ 5,183,384  
         
Consideration received:        
Goodwill   $ 70,995  
Intangibles-developed technology     600,000  
Intangibles-customer base     1,100,000  
Current assets     196,358  
Property and equipment     3,164,000  
Other assets     51,851  
Total consideration received   $ 5,183,384  

 

(g)    Share Exchange Agreement and Reverse Merger

 

In August 2014, TPTG Global, Inc. merged with Ally Pharma in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. Because of this change in control of Ally Pharma, the transaction is accounted for as a non-monetary transaction (specifically referred to as a reverse recapitalization) wherein the operations of the accounting Acquirer are re-casted in terms of the accounting Acquiree’s (legal acquirer, TPTG fka Ally Pharma) common stock. 110,000,000 shares of common stock were issued equaling 80% of the 136,753,685 post-merger common shares outstanding.

(h)     K Telecom and Global Telecommunications Acquisitions

 

Concurrent with the merger with Ally Pharma, TPTG acquired the assets of KTel and GTel, from CJ Singh for 400,000 shares of Series B Preferred Stock of the Company. All shares issued are restrictive shares and are convertible into common shares according to the Certificate of Designation of the Series B Preferred Shares at $2.00 per share

F- 37  
 

 

The transaction was accounted for in accordance with purchase accounting of a business. The consideration transferred, assets acquired and share consideration recognized is as follows:

 

Consideration Given:    
Series B Preferred Share value   $ 259,200  
Subscription payable   $ 259,200  
         
Consideration received:        
Intangibles-customer base   $ 259,200  
Current assets     7,947  
Total     267,147  
Less gain on bargain purchase     (7,947 )
Total consideration received   $ 259,200  

 

NOTE 3 – GOING CONCERN

Cash flows generated from operating activities were not enough to support all working capital requirements for the nine months ended September 30, 2017 and 2016. Financing activities described below, have helped with working capital and other capital requirements. We incurred $2,130,562 and $1,562,710, respectively, in losses, and we used $538,187 and $244,159, respectively, in cash for operations for the nine months ended September 30, 2017 and 2016. Cash flows from financing activities were $460,478 and $244,835 for the same periods.

 

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the date these financial statements were issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. In order for us to continue as a going concern, we will need to obtain additional debt or equity financing, and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

 

During 2017 and through the date of this report, existing shareholders extended loans to the Company in the amount of approximately $624,600, $435,500 of which was outstanding as of September 30, 2017. Of the $624,600, $400,600 is under similar terms and conditions of existing debt from shareholders which is secured by assets of the company. $157,000 was advanced from officers and related parties of officers of the Company and have no documented terms. $67,000 was funded under convertible debt instruments. In addition, the Company entered into a short-term cash arrangement for $70,500 of which $25,725 remained outstanding as of September 30, 2017. See Note 5.

 

 

 

F- 38  
 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and related accumulated depreciation as of September 30, 2017 and December 31, 2016 are as follows:

 

                2017                2016
Property and equipment   $ 3,297,943       3,297,943  
Accumulated depreciation     (440,003 )     (308,384 )
Property and equipment, net   $ 2,857,940       2,989,559  

 

Depreciation expense was $131,619 and $119,900 for the nine months ended September 30, 2017 and 2016, respectively.

 

NOTE 5 – FINANCING ARRANGEMENTS

 

Financing arrangements, excluding convertible promissory notes for which the conversion features have been classified as derivative instruments, as of September 30, 2017 and December 31, 2016 are as follows:

 

                2017               2016
Business loans and advances (1)   $ 82,670     $ 34,974  
Factoring agreements (2)     136,584       152,810  
Debt – third party   $ 219,254     $ 187,784  
                 
Line of credit, related party secured by assets (3)   $ 2,855,790     $ 2,597,790  
Debt – other related party (4)     126,700       384,200  
Debt – acquisition related party (5)     350,000          
Convertible debt – related party, (6)     250,000       250,000  
Debt – related party   $ 3,582,490     $ 3,231,990  
                 
Total financing arrangements   $ 3,801,744     $ 3,419,774  
                 
Less current portion:                
   Debt – third party   $ (216,435 )   $ (184,965 )
   Debt – related party     (3,332,490 )     (2,981,990 )
    $ (3,548,925 )   $ (3,166,955 )
Total long-term debt, net of current portion   $ 252,819     $ 252,819  

 

 

 

(3) The Company entered into a short-term cash arrangement during 2017 for $70,500 for which the terms require a weekly payment of $3,682, equal to a 15% interest rate, until completely paid with interest. This balance as of September 30, 2017 for this is $25,725. $30,000 of this balance bears interest at adjustable rates, 2.75% as of September 30, 2017, and is under similar terms and conditions of existing debt from shareholders which is secured by assets of the Company. The remaining balances generally bear interest at approximately 10% and are unsecured.

 

(4) The Factoring Agreement was established in June 2016 with a company that is controlled by a shareholder. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $136,584 remained unpaid as of September 30, 2017.

 

F- 39  
 
(5) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. See Note 2(f). The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0% for amounts up to and including $1,250,000 or plus 3.5% for amounts above $1,250,000, is payable monthly, and is secured by the assets of the Company. The Company has an agreement, entered into with the acquisition of Copperhead Digital, with the applicable shareholders whereby the Company will raise funds through debt or equity, and pay off the Line of Credit. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds. Prior to the Line of Credit being assigned to certain shareholders, it was increased by $100,000 and funded to the Company in 2016 to allow for additional operating funds. During the nine months ended September 30, 2017, shareholders extended approximately $258,000 of working capital at the same terms as the outstanding line of credit balance. In conjunction with this debt issuance, 53,600 options to acquire common shares of the Company’s stock were issued.

 

(6) $126,700 represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

 

(7) $350,000 represents cash due to the prior owners of the technology acquired from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined.

 

(8) Convertible Debt – related party represents a note payable to the former principals of SDM, now managers of SDM, which is in the form of a convertible promissory note, due September 30, 2018, unsecured with no stated interest rate and convertible at any time into restricted Common Shares at $1.00 per share.

 

Derivative Financial Instruments as of September 30, 2017 and 2016 are as follows:

 

    2017   2016
Convertible promissory notes (1)   $ 5,000     $ —    
Convertible promissory notes – related party (1)     50,000       —    
Total convertible promissory notes   $ 55,000     $ —    
Discount     (45,947 )     —    
Convertible promissory notes, net   $ 9,053     $ —    

 

The Company recognized $45,947 in debt discounts in connection with the convertible promissory notes.

 

(1) During September 2017, the Company issued convertible promissory notes in the amount of $55,000 (comprised of two $25,000 notes to two related parties and one $5,000 note to a former officer of CDH), all which are due May 1, 2020 and bear 6% annual interest and are convertible into common stock of the Company at 60% of the average closing market share price for the prior 10-trading days. Subsequent to September 30, 2017, the Company issued an additional $12,000 of the same convertible promissory notes with the same conversion features. In addition, in November 2017, all convertible promissory notes included as derivative financial instruments were amended such that the conversion price became fixed at $0.25 per share.

 

The Company values its derivative financial instruments upon initial recognition at fair value and revalues its derivative financial instruments at the end of each reporting period or in the case of any conversion or modification of terms, at the date of any such modification or conversion. Any change in fair value is charged to earnings of the period where the derivative financial instrument is modified or converted. During the

F- 40  
 

current fiscal year, with the issuance of convertible promissory notes, that have a conversion price 60% of the average closing market share price, these derivative financial instruments was determined using the Black Scholes method.

 

The ranges of inputs (or assumptions) the Company used to value the derivative liabilities at issuance, conversion dates, and as of September 30, 2017 were as follows:

 

(1) Dividend yield of 0%
   
(2) expected annual volatility of 353% - 357%
   
(3) risk-free interest rate of 1.42% - 1.55%
   
(4) expected life of 2.54 to 2.64 years, and
   
(5) estimated fair value of the Company’s common $.10 to .14 per share.

 

NOTE 6 - STOCKHOLDERS' EQUITY

Preferred Stock

 

As of September 30, 2017, and December 31, 2016, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock and Series B Preferred Stock.

 

Series A Convertible Preferred Stock

 

In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.

 

The Series A Preferred Stock was designated in February 2015, has a par value of $.001, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined, and of an amount equal to $100 per share. Holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to a number of shares equal to 60% of the outstanding Common Stock of the Company.

 

There were no shares of Series A Convertible Preferred Stock issued during the nine months ended September 30, 2017.

 

Series B Convertible Preferred Stock

 

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Preferred Stock.

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B

F- 41  
 

Preferred Stock holders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis.

 

There were no shares of Series B Convertible Preferred Stock issued during the nine months ended September 30, 2017.

 

Common Stock and Capital Contributions

 

As of September 30, 2017, and December 31, 2016, we had authorized 1,000,000,000 shares of Common Stock with a par value of $.001.

 

Stock Issuances

During the nine months ended September 30, 2017, the Company received $35,000 in cash from a relative of an officer of the Company for 350,000 shares of restricted common stock. The shares were a capital contribution from an officer of the Company wherein 350,000 common shares were returned to the Company and issued to the relative.

Effective September 30, 2016, the Company acquired 100% of the outstanding stock of SDM for 750,000 shares of Common Stock as a capital contribution from an officer of the Company valued at $438,750.

During the nine months ended September 30, 2016, the Company issued 500,000 shares of restricted common stock for services valued at $385,000 related to marketing efforts.

In July 2016, the Company acquired the customer base of Goodwin Global for 50,000 shares of Common Stock from a capital contribution of an officer of the Company valued at $40,400.

Subscriptions Payable

In 2017, the Company committed to issue another 50,000 shares to a relative of an officer of the Company for which a subscription was received in 2014 for $7,500. This balance is recorded as a subscription payable as of December 31, 2016 and reclassified during 2017 as the shares were issued during November 2017.

Stock Options and Warrants

We do not have any warrants outstanding as of September 30, 2017 and December 31, 2016.

During the nine months ended September 30, 2017, shareholders extended short term nonconvertible loans to the Company in the amount of approximately $258,000 under similar terms and conditions of existing debt from shareholders which is secured by assets of the company, except that these loans included issuing unattached options to purchase approximately 53,600 shares of common stock of the Company at exercise prices ranging from $0.05 to $0.22 per share and expire December 31, 2019. We used the Black Scholes method to value the stock options and expensed them in the nine months ended September 30, 2017 in the amount of $3,764. Inputs for this calculation included dividend yield of 0%, expected annual volatility of 355% to 363%, risk-free interest rate of 1.5%, expected life of 2.3 to 2.7 years, and estimated fair value if the Company’s common stock of $0.06 to $0.22. See Note 5.

Common Stock Reservations

The Company has reserved 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and

F- 42  
 

consultants under the 2017 TPT Global Tech, Inc. Stock Option And Award Incentive Plan, adopted by the Board of Directors and Shareholders in October 2017, as consideration for services rendered and that will be rendered to the Company. The Plan includes terms such as the life of stock options shall not be greater than 10 years, the exercise price of options granted shall be at 100% of Market Value in relation to Incentive Stock Options and any others will be at the discretion of the Administrator, vesting for non-officers or directors or consultants over three years, otherwise, the administrator sets the vesting period.

 

NOTE 7 - COMMITMENTS AND CONTINGENCIES

 

Lease Obligations

 

Future minimum lease payments as of September 30, 2017 are as follows:

 

Obligation   Delinquent (1)   2017   2018   2019   Total
Telecom Equipment Finance (2)   $ —         —         449,103       —       $ 449,103  
New Equipment Lease (3)     101,348       —         —         —         101,348  
Vehicles Leases             2,598       4,446       —         7,044  
Total   $ 101,348       2,598       553,549       —       $ 557,495  

 

(1) In December 2016, a subsidiary’s landlord agreed to terminate a facility lease for 150,000 shares of Common Stock.

(2) The Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and is due April 30, 2018, as amended in October 2017.

(3) The New Equipment Lease requires payments of $3,702 per month for 36 months beginning in November 2016. The lease is currently in default for nonpayment and classified as delinquent.

Other Commitments and Contingencies

The Company has employment agreements with certain employees of SDM and K Telecom. The agreements are such that SDM and K Telecom, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements.

The company has been named in a lawsuit by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. Management believes it has good and meritorious defenses and does not believe the outcome of the lawsuit will have any material effect on the financial position of the Company.

As of September 30, 2017, the company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of September 30, 2017 and December 31, 2016 and does not believe the outcome of the dispute will have a material effect on the financial position of the Company.

NOTE 8 – RELATED PARTY ACTIVITY

 

During the nine months ended September 30, 2017 and 2016, the Company paid Stephen Thomas, Chairman, CEO and President of the Company, approximately $30,000 for each period in rent and utility payments related to corporate office space. See note 5 for additional related party debt activity and Note 6 for shares issued to related party.

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NOTE 9 – GOODWILL AND INTANGIBLE ASSETS

 

Goodwill and intangible assets are comprised of the following:

 

September 30, 2017

    Gross carrying amount   Accumulated Amortization   Net Book Value   Useful Life
Customer Base   $ 2,303,771     $ (1,651,950 )   $ 651,821       3  
Developed Technology   $ 1,510,000     $ (253,618 )   $ 1,256,382       9  
Goodwill   $ 70,995     $ —       $ 70,995       —    

 

December 31, 2016

    Gross carrying amount   Accumulated Amortization   Net Book Value   Useful Life
Customer Base   $ 2,303,771     $ (1,091,730 )   $ 1,212,041       3  
Developed Technology   $ 1,510,000     $ (127,783 )   $ 1,382,217       9  
Goodwill   $ 70,995     $ —       $ 70,995       —    

 

Amortization expense for the nine months ended September 30, 2017 and 2016 was $686,055 and $422,219, respectively.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Subsequent to September 30, 2017, shareholders extended loans to the Company in the amount of approximately $112,600, most of which is under the same or similar terms and conditions of existing debt from shareholders which is secured by assets of the company, and included 22,520 options to purchase common stock at share prices of $0.12 to $0.22 per share. In addition, Officers and related parties to officers of the Company advanced $64,500 due on demand and non-interest bearing. Also an affiliate of the Company loaned $12,000 to the Company under terms of a convertible promissory note with an interest rate of 6%, a maturity date of May 1, 2020, and a strike price of 60% of the stock price which causes it to be included as derivative financial instruments. See Note 5.

The Company entered into an Acquisition and Purchase Agreement dated November 3, 2017 with Blue Collar Inc. (“Blue Collar”), a Media Production and California Corporation and its shareholders to acquire 100% of the outstanding ownership of Blue Collar, including equipment, furniture and other assets, for 6,500,000 shares of restricted Common Stock and $1,600,000 in a Seller loan that is to be paid within eighteen months. The previous owners retain a right to 100% ownership reversal if TPT declares bankruptcy or has not become fully eligible to be traded on a listed US stock market within twelve months. For nine months ended September 30, 2017, Blue Collar generated $1.9 million in revenue and approximately $450,000 in pretax income.

The Company has also entered into an Acquisition and Purchase Agreement dated November 1, 2017 with Hollywood Riviera LLC and HRS Mobile LLC (“HRS”) and their members who share common ownership to acquire 100% ownership interest in both of these companies for 3,265,000 restricted shares of Common Stock and $3,250,000, paid by way of assumed liabilities primarily. Any amounts not paid by assumed liabilities will be distributed to their members after the assumed liabilities have been paid off. HRS generated $3.2 million in revenue and approximately $164,000 in pretax income for the nine months ended September 30, 2017.

 

The Company has also entered into an Acquisition and Purchase Agreement dated October 31, 2017 between the Company and Matrixsites Inc. (“Matrix”) and its owners for the acquisition of the assets of Matrix related to Viewme Live, including all intellectual property and backend code and technology for Mobile TV Broadcast Network and Social Media Platform for 4,000,000 restricted shares of the Company and a promissory note for $4,000,000, terms of which will be agreed to by the Company and Matrix. The Company also entered into

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an employment agreement with the principal owner for $10,000 per month for five years. There were no revenues being generated from these assets prior to the acquisition.

 

 

 

 

 

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f. SELECTED FINANCIAL INFORMATION

 

Not applicable.

 

g. SUPPLEMENTARY FINANCIAL INFORMATION

 

Not applicable.

 

h. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

 

We generate revenues primarily through operating as a Competitive Local Exchange Carrier (“CLEC”) in Arizona as a distributor of cell phones and telecommunications equipment and as a provider of ecommerce and cloud solutions in the western United States.

 

Our operating divisions historically have been those that sale telecommunications services and those that sale telecommunications products. Cloud based services were acquired in 2016 and will be more of a contributing factor to revenues in 2017 and forward.

 

Our primary revenues in 2016 and 2017 are primarily from telecommunications services and products.

 

Our plan of operations for the next 12 months is as follows:

 

MILESTONES

 

4 th Quarter 2017   Expand Sales of products and services organically and through acquisitions.
    Raise additional capital through offering of common stock or loans to support sales growth strategy
     
1 st Quarter 2018   Sales expansion through Media, Telecom, SaaS, and Content Product Releases
     
2 nd Quarter 2018   Expansion of national and international sales
     
3 rd Quarter 2018   Additional acquisitions and development costs marketing capital to launch our mobile banking division

 

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Results of Operations

 

For the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

 

 

During the three months ended September 30, 2017, we recognized total revenues of $477,184 compared to the prior period of $821,986. We incurred a decrease in revenues for Copperhead Digital during 2017 from a decrease in customers compared to the prior period offset by an increase in revenues from the acquisition of SDM during the fourth quarter of 2016.

Gross profit for the three months ended September 30, 2017 was $124,199 compared to $322,885 for the prior period. The decrease of $198,686 pertained primarily to decrease in Copperhead Digital revenue.

During the three months ended September 30, 2017, we recognized $725,319 in expenses compared to $822,954 for the prior period. The change results from an increase in amortization of intangibles related to customer bases acquired in 2016 offset by decreases in various general expenses for 2017.

During the three months ended September 30, 2017, we recognized a net loss of $653,497 compared to $538,563 for the prior period. The increase in the net loss of $114,934 was a result of the decrease in gross profits from a decrease in revenues from Copperhead Digital.

 

For the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

 

During the nine months ended September 30, 2017, we recognized total revenues of $1,782,722 compared to the prior period of $2,152,844. We incurred a decrease in revenues for Copperhead Digital during 2017 compared to the prior period offset by an increase in revenues from the acquisition of SDM during the fourth quarter of 2016.

 

Gross profit for the nine months ended September 30, 2017 was $451,000 compared to $682,298 for the prior period. The decrease of $231,298 pertained primarily to decreases in Copperhead Digital revenue.

 

During the nine months ended September 30, 2017, we recognized $2,451,535 in expenses compared to $2,153,866 for the prior period. The increase of $297,669 was primarily a result of an increase in professional fees of $264,764 from increased expenses for outside contractors including accounting, legal and auditing fees and an increase in amortization of intangibles related to customer bases acquired in second half of 2016.

 

During the nine months ended September 30, 2017, we recognized a net loss of $2,130,562 compared to $1,562,710 for the prior period. The increase in net loss of $567,852 was a result of the decrease in gross profits in addition to the increases in expenses discussed in the preceding paragraphs.

 

Cash flows generated from operating activities were not enough to support all working capital requirements for the nine months ended September 30, 2017 and 2016. Financing activities described below, have helped with working capital and other capital requirements. We incurred $2,130,562 and $1,562,710, respectively, in losses, and we used $538,187 and $244,159, respectively, in cash for operations for the nine months ended September 30, 2017 and 2016. Cash flows from financing activities were $460,478 and $244,835 for the same periods.

For the Years Ended December 31, 2016 Compared to the Year Ended December 31, 2015

 

During the year ended December 31, 2016, we recognized total revenues of $2,766,730 compared to the prior period of $3,204,423. Acquisition activity added to revenues 2016 compared to the prior period. 2016 included a full year of revenues from the Port2Port customer base acquired during 2015 and revenues from SDM from the 3 rd quarter 2016 acquisition. These acquisitions added approximately $716,000 in revenues in 2016 compared to 2015. These increases in revenues were more than offset by decreases in revenues from K Telecom of $384,431 and from Copperhead Digital of $849,745.

 

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Gross profit for the year ended December 31, 2016 was $939,955 compared to $1,422,340 for the prior period. The decrease of $482,385 pertained primarily to net decreases in revenue discussed in the preceding paragraph.

 

During the year ended December 31, 2016, we recognized $5,296,995 in expenses compared to $6,279,081 for the prior period. The decrease of $982,086 was primarily a result of a difference in professional fees of $944,341 primarily from $2,541,881 in share based compensation in 2016 versus $3,466,000 in 2015, offset by an increase of $193,523 in amortization of intangibles related to customer bases and developed technology acquired in acquisitions.

 

During the year ended December 31, 2016, we recognized a net loss of $4,463,199 compared to $4,963,858 for the prior period. The decrease in the loss of $500,659 was a result of the decrease in gross profits in addition to the increases in expenses discussed in the preceding paragraphs.

Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 2016 and 2015. Financing activities described below, have helped with working capital and other capital requirements. We incurred $4,463,199 and $4,963,858, respectively, in losses, and we used $352,792 and $523,729, respectively, in cash for operations for the years ended December 31, 2016 and 2015. Cash flows from financing activities were $269,880 and $651,399 for the same periods.

LIQUIDITY AND CAPITAL RESOURCES

During 2017 and through the date of this report, existing shareholders extended loans to the Company in the amount of approximately $624,000, $435,500 of which was outstanding as of September 30, 2017. Of the $624,000, $400,600 is under similar terms and conditions of existing debt from shareholders which is secured by assets of the company. $157,000 was advanced from officers and related parties of officers of the Company and have no documented terms. $67,000 was funded under convertible debt instruments. In addition, the Company entered into a short-term cash arrangement for $70,500 of which $25,725 remained outstanding as of September 30, 2017.

 

In order for us to continue as a going concern, we will need to obtain additional debt or equity financing, and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

 

Our sources of capital are loans and sales of equity from common or preferred stock. We have no commitments for loans or equity sales at this date.

 

CRITICAL ACCOUNTING POLICIES

 

Revenue Recognition

We primarily recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the fee is fixed or determinable and (4) collection is reasonably assured.

Revenue generated from product sales, cell phones and telecommunications equipment, is recognized as revenue upon transfer of the title and risk of loss of the products to third-party customers, less a reserve for estimated product returns and other incentive arrangements including rebates.

Revenue generated from sales of telecommunications services are recognized as the transaction with the customer is considered closed and begins receiving and accepts the services that were the result of the transaction.

 

For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is

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complete. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. Certain of our products require specialized installation. Revenue for these products is deferred until installation is completed. Revenue from services is deferred and recognized over the contractual period, or as services are rendered and accepted by the customer. Some of our sales transactions qualify as multiple-element arrangements which require us to identify separate units of accounting within the arrangement and allocate the transaction consideration across these separate accounting units. For arrangements that include non-software elements, the transaction’s consideration is allocated to each unit of accounting based on its relative selling price. When applying the relative selling price method, the selling price of each deliverable is determined based upon the following hierarchy of evidence: vendor-specific objective evidence, which is generally based upon historical prices in stand-alone transactions; third-party evidence, which is generally based on market data on sales of similar products and services, if available; and management’s best estimate of selling price. Management’s best estimate of selling price is generally based upon the following considerations: stand-alone sales prices, established price lists, costs to produce and profit margins for similar products.

For cloud based solutions, we use the relative fair value method to allocate transaction consideration to each unit of accounting, whereby the evidence used in the determination of fair value estimates are based solely on vendor specific objective evidence. To the extent that vendor specific objective evidence does not exist for delivered elements of the transaction, we apply the residual method.

 

Share-based Compensation

 

We are required to measure and recognize compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period.

 

We record compensation expense related to non-employees that are awarded stock in conjunction with selling goods or services, and recognizes compensation expenses over the vesting period of such awards.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our income tax provision in the period of enactment.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, including taxable income in carryback periods. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce our income tax provision.

We account for uncertain tax positions using a “more-likely-than-not” recognition threshold. We evaluate uncertain tax positions on a quarterly basis and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.

During November 2015, the FASB issued Accounting Standards Update No. 2015-17, ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. We adopted ASU 2015-17 effective December 31, 2015.

It is our policy to record costs associated with interest and penalties related to tax in the selling, general and administrative line of the consolidated statements of operations.

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Goodwill and Intangible Assets

Goodwill relates to amounts that arose in connection with our various business combinations and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the acquisition method of accounting. Goodwill is not amortized, but is subject to periodic review for impairment.

We test goodwill and other intangible assets with indefinite lives at the reporting unit level for impairment on an annual basis and between annual tests, if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that would indicate potential impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business and an adverse action or assessment by a regulator.

In performing the annual goodwill impairment test, we utilize the two-step approach. The first step, or Step 1, requires a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of our reporting units for Step 1, we use a combination of the income approach, the market comparable approach and the market transaction approach. The income approach is based on a discounted cash flow analysis, or DCF approach, and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value, using a risk-adjusted discount rate. Assumptions used in the DCF approach require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The forecasted cash flows are based on our most recent operating activities and assumed growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF approach are based on estimates of the weighted-average cost of capital, or WACC, of market participants relative to each respective reporting unit. The market approaches consider comparable and transactional market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization, or EBITDA, based on trading multiples of selected guidelines companies and deal multiples of selected target companies.

If the carrying value of a reporting unit exceeds its estimated fair value, we are required to perform the second step, or Step 2, of the annual goodwill impairment test to measure the amount of impairment loss, if any. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is calculated as the difference between the fair value of the reporting unit and the estimated fair value of its assets and liabilities. To the extent this amount is below the carrying value of goodwill, an impairment charge is recorded to write down the carrying value to its implied value. Based on our impairment testing, we do not consider an impairment charge to goodwill necessary as of December 31, 2016.

Impairment charges related to goodwill, if any, have no impact on our cash balances.

Impairment of Other Long-lived Tangible and Intangible Assets

Our intangible assets consist primarily of customer relationships and developed technology. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition. We amortize intangible assets over their estimated useful lives.

The estimated useful lives of the individual categories of intangible assets were based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the shorter of the respective lives of the agreement or the period of time the intangible assets are expected to contribute to future cash flows. We amortize our finite-lived intangible assets based on patterns on which the respective economic benefits are expected to be realized. We amortize the majority of our intangible assets on a straight-line basis from three to nine years, as this methodology most closely approximates the pattern of economic benefits for these assets.

We evaluate long-lived tangible and intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present with respect to long-lived tangible and intangible assets used in operations and undiscounted future cash flows are not expected to be

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sufficient to recover the assets’ carrying amount, additional analysis is performed as appropriate and the carrying value of the long-lived assets is reduced to the estimated fair value, if this is lower, and an impairment loss is charged to expense in the period the impairment is identified. Factors we generally consider important which could trigger an impairment review on the carrying value of other long-lived tangible and intangible assets include the following: (1) significant underperformance relative to expected historical or projected future operating results, (2) significant changes in the manner of our use of acquired assets or the strategy for our overall business, (3) underutilization of our tangible assets, (4) discontinuance of product lines by ourselves or our customers, (5) significant negative industry or economic trends, (6) significant decline in our stock price for a sustained period, (7) significant decline in our market capitalization relative to net book value and (8) goodwill impairment identified during an impairment review.

Business Acquisitions

Our business acquisitions have historically been made at prices above the fair value of the assets acquired and liabilities assumed, resulting in goodwill or some identifiable intangible. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain.

We generally employ the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis.  

 

Research and Development

Our research and development programs focus on telecommunications products and services. Research and development costs are expensed as incurred. Any payments received from external parties to fund our research and development activities reduce the recorded research and development expenses.

 

 

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i. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 

Not applicable.

 

j. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

k. DIRECTORS and EXECUTIVE OFFICERS

 

Name Age Position Term
Stephen J. Thomas, III 53 President, Chief Executive Officer and Chairman of the Board Annual
Richard Eberhardt 60 Executive Vice-President and Director Annual
Gary Cook 59 Chief Financial Officer Annual
Stacie Stricker 45 Corporate Secretary and Controller Annual

 

 

Stephen J. Thomas, III – President, Chief Executive Officer and Chairman of the Board

 

Mr. Thomas was appointed President, CEO and Chairman of the Board of TPT Global Tech, Inc. on August 11, 2014. Previously, Mr. Thomas was founder and CEO of Trans Pacific Telecom Group, Inc. and prior to that was president and CEO of New Orbit Communications (1999-2001). In 2002, as CEO of Trans Pacific Telecom Group, Mr. Thomas was featured on CBS MarketWatch for winning “Product of the Year Award for 2002” VIVOware at the Internet Telephony Conference and Expo an event focused on voice, video, fax and data convergence. During his employment with New Orbit, Mr. Thomas worked extensively throughout Latin America, gaining extensive expertise and resources in the international telecom marketplace. Mr. Thomas has also served as Director of Network Optimization/Validation for WorldxChange Communications, one of the largest privately held facilities-based telecommunications company with headquarters in San Diego, California and international operations all over the globe. His responsibilities included Cost Assurance for expenses. As a matter of disclosure, in 2005 Mr. Thomas was an ISP equipment provider to Access Point Africa (“APA”). APA allowed its license to expire in Sierra Leone, and as a result APA and several individuals were alleged to have violated the Sierra Leone Telecommunications Act by operating an unlicensed internet access point. Mr. Thomas was charged as well as for the offense which bears a fine of up to $3,000 but the charge is unresolved at this time, but he intends to resolve it in the next several months.

 

Mr. Thomas attended Northeastern University majoring in Finance and Management (1984 to 1987).

 

Richard Eberhardt- Executive Vice- President and Director

 

Mr. Eberhardt was appointed Executive Vice-President and Director of TPT Global Tech, Inc. on October 10, 2014. Mr. Eberhardt also serves as Chief Operating Officer of Copperhead Digital Holdings, LLC, a wholly-owned subsidiary of TPT Global, Inc. Founding member of a telecommunications firm, WorldxChange, located in San Diego, CA. (1989-2001) With WorldxChange, he researched, designed, and implemented start-up business sales and marketing models resulting in wholesale, commercial, and consumer revenue channels. He opened and operated offices in approximately 23 countries. He created and managed channels with 25K+ agents and $15M in monthly revenue.

 

We believe his management experience is valuable to our company because he is an experienced sales and business development executive with strong business acumen and more than thirty years of experience leading sales and marketing operations. He has managed growth and revenue expansion through effective management of accounts and consultative sales approach that aligns the interests of all parties.

 

He has sought, and negotiated, partnerships and asset management agreements across multiple channels, including wholesale telecom providers (AT&T, Verizon, Global Crossing, and Worldcom). He has managed structured methodologies that combined strengths of marketing, sales, and operations to reduce redundancies, improve order-processing times, and streamline business flow. He has experience in reviving product lines with rebranding and repackaging, as well as created communications bundles, and incentive programs to maximize existing client penetration and drive vertical growth.

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Gary Cook – Chief Financial Officer (Contract Services)

 

Mr. Cook was appointed Chief Financial Officer of TPT Global Tech, Inc. on November 1, 2017. Mr. Cook has served as chief financial officer, secretary or treasurer for several small to medium size public and private companies in various industries for over 25 years including Cognigen Networks, Inc. (2003-2008), eVision USA.com, Inc. (1996-2002) and SolaRover, Inc. (2009-2015). He has assisted with contract CFO services prior to this. Prior to this, Mr. Cook worked in the auditing department for KPMG in both the New Orleans, LA and Denver, CO offices for 12 years. 


His experience includes companies from start-ups to multimillion dollar international operating companies in the internet marketing, software development, medical device, alternative energy, telecommunications, securities broker/dealer, private equity and manufacturing industries. While working with KPMG, Mr. Cook worked in other industries such as oil & gas, oil & gas services, cable, theatre exhibition, mining, banking, construction and not-for-profit. 

Mr. Cook has a broad experience in accounting, finance, human resources, legal, insurance, contracts, banking relations, shareholder relations, internal controls, SEC matters, financial reporting and other corporate administrative and governance matters for both private and public companies. Mr. Cook has held Series 7, 24, 27 and 63 licenses from FINRA successor to the NASD. 

 

Mr. Cook attended and graduated from Brigham Young University between 1979 and 1982. He is a certified public accountant and licensed with the State of Colorado.

 

Stacie Stricker – Corporate Secretary and Controller

 

Ms. Stricker was appointed Corporate Secretary and Controller of TPT Global Tech, Inc. on October 10, 2014.

 

For nearly twenty years, Ms. Stricker has served as a senior-level financial operations leader and business partner in the telecommunications industry with companies such as Star Telecommunications, Telstra USA, and Acceris Communications. To make the best use of her significant experience in internal Corporate Controller roles, Ms. Stricker launched 2S Accounting Services in 2012. At 2S, Ms. Stricker and her team built strong relationships with specially selected clients, and develop adaptable and efficient solutions to their business and accounting challenges.

 

In addition to being a passionate and decisive organizational leader with experience transforming business units to deliver profitability and value, Ms. Stricker is experienced in accounting and all facets of financial operations, system and staff development, process development and internal control maintenance, strategy development and high performance team management. She is also a long-standing member of the National Association of Credit Manager’s Telecom Industry Group.

 

Ms. Stricker completed her undergraduate work at the University of California, Santa Barbara in 1994 and received her MBA from Pepperdine University in 2008. Additionally, in 2010, Ms. Stricker completed the Certificate of Public Accounting program at the University of California, Santa Barbara.

 

KEY EMPLOYEES OF SUBSIDIARIES

 

Steve Caudle - CEO Cloud Services

Steve Caudle has been in the technology field for 31 years and brings significant operations and technology development experiences to TPT Global Tech, Inc. Mr. Caudle began his career at the IBM “Think Tank” and Fairchild/National Semiconductor located in Silicon Valley California. Steve then moved on to work for the Department of Defense for eighteen years and specialized in code writing and software applications. Steve moved to the private sector and was the Chief Information Officer (CIO) at North Face Corporation and then moved to become the Executive VP of ZDTV (renamed TechTV) and then became C-NET now owned by CBS.

 

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Robert Haas, CEO of Levi Strauss, contracted Mr. Caudle as an executive consultant where he was placed in charge of relocating their data center from San Francisco, California to Dallas, Texas (1988).

Subsequently, Mr. Caudle joined ESST, where he was the CIO. ESST was a public company. Steve Caudle then joined Mr. Fred Chan, CEO of ESST in starting a new company called Vialta, Inc. Mr. Caudle was again the CIO and the number two person in charge of Vialta. Vialta designed DVD laser decoder chips that were used in many DVD players in the world. Vialta grew the company from 3 employees to over 4,000 in just five months and over $1.2 billion in revenue while he was there.

Upon leaving Vialta, Mr. Caudle started his own software development company called Matrixsites. Matrixsites has developed software and applications for a variety of companies such as Federal Express, Wells Fargo Bank, Bank of America, Apple, Pixar, ITV Guide and China Mobile.

Mr. Caudle received his Bachelors of Science Degree in Electrical Engineering from San Jose State University in 1977 and holds one U.S. Patent.

 

 

Mark Rowen- CEO Media Division

 

Mark Rowen is a seasoned executive with over 25 years in the film and television business. In 2000, Mr. Rowen founded Blue Collar Productions, Inc., our subsidiary, where he remains President today. Blue Collar is a leader in the creation of original live action and animated content and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Mr. Rowen works closely with all of the major television networks, cable channels and film studios to produce home entertainment products.

 

Mr. Rowen also works with a wide array of notable filmmakers including Steven Spielberg, Ron Howard, Brett Ratner and James Cameron to name a few. Mr. Rowen also has very close working relationships with actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara, Mariska Hargitay and many others.

 

Prior to starting Blue Collar Productions, Mr. Rowen functioned as the head of home entertainment production for DreamWorks SKG from 1997 to 2000. He also serves as the President of Long Leash Entertainment, an aggregator of entertainment based intellectual property and creator of high end entertainment content.

 

Mr. Rowen is a graduate of the University of California, Los Angeles. He is also actively involved in charitable organizations including Stand Up 2 Cancer , The Joyful Heart Foundation , Save The Children , and other philanthropic endeavors in the arts.

 

Rolando Nichols- CEO Studio Services

Rolando Nichols has 20 years of experience in Broadcast Media as executive, producer, and on-air talent. Rolando is currently the CEO and Manager of Hollywood Riviera Studios (“HRS”). Under his vision and direction HRS has grown into a full blown media production company serving the major networks in the US and Latin America. Mr. Nichols expanded the company into eSports productions in 2015 and has become a producer in the video game industry. Through his relationships HRS has also expanded into the mobile production arena and HRS owns a 40ft. HD expando mobile production truck.

 

From 2009 through 2011 he was the voice in Spanish for the Los Angeles Angels of Anaheim on ESPN Deportes Radio and has also worked for Fox Deportes as their play-by-play announcer for Major League Baseball Games during the regular and post-season. Before becoming a Major League Broadcaster he spent 12 years working for Univision as a newscaster.

 

As a journalist, in 2005 Rolando received the highest recognition in broadcast media, the prestigious Peabody

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Award for a special series titled “15% of the population in the United States” an in-depth look at the past, present and future of the Hispanic community in the U.S.

 

Mr. Nichols has won the Edward R. Murrow Award for excellence in media, an Emmy, a Gabriel Award among others for his journalistic work.

 

Mr. Nichols holds a Bachelor of Arts in Broadcast Journalism from The Walter Cronkite School of Journalism at Arizona State University in 1999.

 

Conflicts of Interest – General.

 

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of non-profit and for-profit organizations. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities.

 

Conflicts of Interest – Corporate Opportunities

 

Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires our officers and directors to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

 

l. EXECUTIVE AND DIRECTORS COMPENSATION

 

COMPENSATION

 

The following table sets forth the compensation paid to officers and board members during the fiscal years ended December 31, 2016 and 2015. The table sets forth this information for TPT Global Tech, Inc. including salary, bonus, and certain other compensation to the Board members and named executive officers for the fiscal years ended December 31, 2016 and 2015.

 

 

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SUMMARY EXECUTIVE COMPENSATION TABLE

 

Name & Position   Year   Salary
($)
  Bonus
($)
 

 

 

Stock awards  

($)

  Option awards
($)
  Non-equity incentive plan compensation
($)
  Non-qualified deferred compen-sation earnings
($)
  All other compen-sation
($)
  Total
($)
                                     
Stephen J. Thomas, III CEO and President     2016       79,571       —         —         —         —         —         50,000       129,571  
      2015       81,028       —         3,117,000       —         —         —         50,000       3,248,028  
                                                                         
Richard Eberhardt, Executive Vice-President     2016       77,722       —         220,000       —         —         —         16,000       313,722  
      2015       48,900       —         —         —         —         —         16,000       64,900  
                                                                         
Gary Cook, CFO       2016       35,500       —         1,650,000       —         —         —         —         1,685,500  
      2015       17,322       —         —         —         —         —         —         17,322  
                                                                         
Stacie Stricker, Secretary and Controller     2016       30,500       —         145,000       —         —         —         —         175,500  
      2015       28,000       —         —         —         —         —         —         28,000  

 

 

OPTION/WARRANT GRANTS IN THE LAST FISCAL YEAR

 

On October 14, 2017, the Board of Directors and majority stockholders of TPT approved the 2017 TPT Global Tech, Inc. Stock Option and Award Incentive Plan (“the 2017 Plan.”) There are 20,000,000 shares of our common stock reserved under the 2017 Plan.

 

During 2017, in conjunction with the issuance of certain debt, options exercisable for 76,120 shares were issued outside of the 2017 Plan 53,600 of which we issued as of September 30, 2017. The number of options, exercise price and expiration date of these options are as follows:

 

Stock Option   Share   Expire
Granted   Price   Date
         
  6,000     $ 0.063       12/31/2019  
  2,000     $ 0.046       12/31/2019  
  21,200     $ 0.22       12/31/2019  
  6,400     $ 0.135       12/31/2019  
  5,500     $ 0.12       12/31/2019  
  8,300     $ 0.22       12/31/2019  
  8,720     $ 0.72       12/31/2019  
  4,000     $ 0.066       12/31/2019  
  2,000     $ 0.063       12/31/2019  
  4,000     $ 0.052       12/31/2019  
  2,000     $ 0.22       12/31/2019  
  4,000     $ 0.062       12/31/2019  
  2,000     $ 0.064       12/31/2019  
  76,120                  
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

The following table sets forth certain information concerning outstanding equity awards held by our appointed executive officers for the fiscal year ended December 31, 2016 (the "Named Executive Officers"):

 

      Option Awards         Stock awards  
           Name    

 

 

 

 

 

 

Number of securities underlying unexercised options (#) exercisable

     

 

 

 

 

 

 

Number of securities underlying unexercised options (#) unexercisable

     

 

 

Equity incentive plan awards: Number of securities underlying unexercised unearned options

(#)

     

 

 

 

 

 

 

 

 

 

Option exercise price

($)

     

 

 

 

 

 

 

 

 

 

Option expira-tion date

     

 

 

 

 

 

 

Number of shares or units of stock that have not vested

(#)

     

 

 

 

 

 

 

Market value of shares of units of stock that have not vested

($)

     

 

 

 

Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

     

Equity incentive plan awards: Market or payout value of unearned shares, units or others rights that have not vested

($)

 
                                                                         
Stephen J. Thomas, III, CEO and Chairman     —         —         —         —         —         —         —         —         —    
                                                                         
Richard Eberhardt, Executive VP     —         —         —         —         —         —         —         —         —    
                                                                         
Gary Cook, CFO     —         —         —         —         —         —         —         —         —    
                                                                         
Stacie Stricker, Secretary and Controller     —         —         —         —         —         —         —         —         —    

 

 

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DIRECTOR COMPENSATION

 

All of our officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.

 

We do not pay any Directors fees for meeting attendance.

 

The following table sets forth certain information concerning compensation paid to our directors during the year ended December 31, 2016:

    Name    

 

 

Fees earned or paid in cash

($)

     

 

 

 

Stock awards ($)

     

 

 

 

Option awards ($)

     

 

Non-equity incentive plan compensation ($)

     

Non-qualified deferred compensation earnings

($)

     

 

 

All other compensation ($)

     

 

 

 

Total

($)

 
                                                         
Stephen  J. Thomas, III (1)     —         —         —         —         —         —         —    
                                                         
Richard Eberhardt (2)     —         —         —         —         —         —         —    

 

 

(1) Mr. Thomas is also an officer and as such he receives the compensation as disclosed in the Executive Compensation Table.
(2) Mr. Eberhardt is also an officer and as such he receives the compensation as disclosed in the Executive Compensation Table

 

 

Employment Agreements with Officers and Directors of TPT Global Tech, Inc.

 

We have employment/consultant agreements with our key officers, as listed below. Described below are the compensation packages our Board approved for our executive officers. The compensation agreements were approved by our board based upon recommendations conducted by the board.

 

Name   Position   Annual Compensation
Stephen J. Thomas, III (1)   Chief Executive Officer   $ 150,000  
             
Richard Eberhardt (2)   Executive Vice President   $ 150,000  
             
Gary Cook (3)   Chief Financial Officer   $ 150,000  

 

 

(1) Pursuant to an employment agreement dated November 1, 2017, Mr. Thomas receives a base salary of $150,000 per year. In addition to the base salary, Mr. Thomas is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement has a three-year term and expires on October 31, 2020.

 

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Upon an affirmative vote of not less than two-thirds of the Board of Directors, the employment may be terminated without further liability on the part of our Company. Cause is considered to be an act or acts of serious dishonesty fraud, or material and deliberate injury related to our business, including personal enrichment at the expense of our Company. If there is a termination for cause the benefits of any bonus for the period preceding termination would be forfeit.

 

In addition, the agreement provides for Mr. Thomas to be able to terminate the agreement for Good Reason. Good Reason is considered to be (1) an adverse change in his status or position as CEO, (2) a reduction in base salary, or (3) action by us that adversely affected his participation in the benefits.

 

(2) Pursuant to an employment agreement dated November 1, 2017, Mr. Eberhardt receives a base salary of $150,000 per year. In addition to the base salary, Mr. Eberhardt is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement has a three-year term and expires on October 31, 2020.

Upon an affirmative vote of not less than two-thirds of the Board of Directors, the employment may be terminated without further liability on the part of our Company. Cause is considered to be an act or acts of serious dishonesty fraud, or material and deliberate injury related to our business, including personal enrichment at the expense of our Company. If there is a termination for cause the benefits of any bonus for the period preceding termination would be forfeit.

 

In addition, the agreement provides for Mr. Eberhardt to be able to terminate the agreement for Good Reason. Good Reason is considered to be (1) an adverse change in his status or position as CEO, (2) a reduction in base salary, or (3) action by us that adversely affected his participation in the benefits.

 

(3) Pursuant to an employment agreement dated November 1, 2017, Mr. Cook receives a base salary of $150,000 per year for which currently he devotes no less than 60% of his full-time. In addition to the base salary, Mr. Cook is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement has a three-year term and expires on October 31, 2020.

 

Upon an affirmative vote of not less than two-thirds of the Board of Directors, the employment may be terminated without further liability on the part of our Company. Cause is considered to be an act or acts of serious dishonesty fraud, or material and deliberate injury related to our business, including personal enrichment at the expense of our Company. If there is a termination for cause the benefits of any bonus for the period preceding termination would be forfeit.

 

In addition, the agreement provides for Mr. Cook to be able to terminate the agreement for Good Reason. Good Reason is considered to be (1) an adverse change in his status or position as CEO, (2) a reduction in base salary, or (3) action by us that adversely affected his participation in the benefits.

 

m. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF DECEMBER 1, 2017

 

The following table sets forth information with respect to the beneficial ownership of our outstanding common stock by:

· each person who is known by TPT to be the beneficial owner of five percent (5%) or more of TPT common stock;
· Our Chief Executive Officer, our other executive officers, and each director as identified in the “Management — Executive Compensation” section; and
· all of our directors and executive officers as a group.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of our common stock are deemed to be outstanding and to be beneficially owned by the person

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holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of our common stock that we believe was beneficially owned by each person or entity as of December 1, 2017.

 

 

Name and Address of Beneficial Owner Amount and Nature of Beneficial Owner Percent of Class Pre-Offering (1) Percent of Class Post-Offering (2)
Stephen J. Thomas, III, Chairman, President and CEO * 42,493,073 31.03%

29.57% 

       
Richard Eberhardt, Director, Executive Vice- President * 19,000,000 13.87% 12.41%
       
Gary Cook, CFO * 6,500,000 4.75% 3.29%
       
Stacie Stricker, Corporate Secretary and Controller * 500,000 0.37% 0%
       
All Directors and Executive Officers as a group 68,493,073 50.01% 45.27%
       

 

5%+ Shareholders
       
Stephen J. Thomas, III, Chairman, President and CEO * 42,493,073 31.03%           

 

29.57%

 

       
Richard Eberhardt, Director, Executive Vice- President * 19,000,000 13.87% 12.41%
       

Jack Najjur

PO Box 692211

Orlando, FL 32869

8,095,000 5.91% 4.45%
       

Russell Williams

3980 Texas Street #3

San Diego, CA 92104

7,500,000 5.48% 4.02%

 

*The Address for the above individuals and entities is c/o 501 West Broadway, Suite 800, San Diego, CA 92101.

 

(1)                 Based upon 136,953,904 shares issued and outstanding. Does not contemplate the Series A Preferred Stock held 100% by Stephen J. Thomas, III which guarantees the holder to 60% of the outstanding common stock in shares when converted and 60% of any vote prior to or after conversion. At this time, approximately 105,000,000 additional common shares would be issued if Mr. Thomas were to convert his Series A Preferred Stock holdings to common stock.

 

(2)       Based upon 136,953,904 shares issued and outstanding and assumes sales of all shares registered hereby. Does not contemplate the Series A Preferred Stock held 100% by Stephen J. Thomas, III which guarantees the holder to 60% of the outstanding common stock in shares when converted and 60% of any vote prior to or after conversion. At this time, approximately 105,000,000 additional common shares would be issued if Mr. Thomas

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were to convert his Series A Preferred Stock holdings to common stock.

 

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

 

n. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, PROMOTERS AND CONTROL PERSONS

 

Other than the transactions discussed below, we have not entered into any transaction in past two years, nor are there any proposed transactions in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

 

Issuance of Equity

 

In 2014, In August 2014, TPTG Global, Inc. merged with Ally Pharma in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global, Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. Because of this change in control of Ally Pharma, the transaction is accounted for as a non-monetary transaction (specifically referred to as a reverse recapitalization) wherein the operations of the accounting Acquirer are re-casted in terms of the accounting Acquiree’s (legal acquirer, TPTG fka Ally Pharma) common stock. 110,000,000 shares of common stock were issued equaling 80% of the 136,753,685 post-merger common shares outstanding. Stephen Thomas, as he became an officer and director of the Company, received 110,000,000 shares of common stock at that time.

 

Related Party Employment Agreements

 

Pursuant to an employment agreement dated November 1, 2017, Stephen Thomas, CEO, director, and majority shareholder, receives a base salary of $150,000 per year. In addition to the base salary, Mr. Thomas is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement has a three-year term and expires on October 31, 2020.

 

Pursuant to an employment agreement dated November 1, 2017, Richard Eberhardt, Executive Vice-President, director and affiliate shareholder, receives a base salary of $150,000 per year. In addition to the base salary, Mr. Eberhardt is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement has a three-year term and expires on October 31, 2020.

Pursuant to an employment agreement dated November 1, 2017, Gary Cook, CFO, receives a base salary of $150,000 per year for which currently he devotes no less than 60% of his full-time. In addition to the base salary, Mr. Cook is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement has a three-year term and expires on October 31, 2020.

 

Capital Contributions by Officer, Director, Principal Shareholder

 

During 2015, 600,000 shares of common stock were issued to an investor for $53,000, which amount of stock was surrendered for cancellation by Stephen Thomas, an officer and director, to the Company to reduce dilution.

 

During 2015, the Company acquired 100% of Copperhead Digital and its subsidiaries. As part of this acquisition, the Company issued 679,310 restricted common shares of the Company valued at $7,472. 679,310 shares of common stock were surrendered for cancellation by Stephen Thomas, an officer and director, to the Company to reduce dilution.

 

 

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In July 2016, the Company entered into an Acquisition and Purchase Agreement to purchase the assets of Goodwin Global Communications LLC for $22,500 in cash, payable in cash increments through January 2017. The actual number of shares given upon acquisition was 50,000, as amended, valued at $40,400. Stephen Thomas, an officer and Director, surrendered 50,000 shares to treasury to reduce dilution.

 

Effective September 30, 2016, the Company acquired 100% of the outstanding stock of San Diego Media by issuing 750,000 shares of restricted common stock of the Company valued at $438,750. Stephen Thomas, an officer and director, surrendered 750,000 for cancellation to treasury to reduce dilution.

 

In December 2016, TPTG acquired the Lion Phone Technology from four former interest holders. The Lion Phone technology agreement allows for the technology and intellectual property and technology of the Lion Phone to be acquired for 2,100,000 shares of restricted common stock issued by the Company valued at $560,000. 2,100,000 shares of common stock were surrendered by an officer, Stephen Thomas, for cancellation to reduce dilution.

 

During the year ended December 31, 2016, the Company paid Stephen Thomas, Chairman, CEO and President of the Company, approximately $50,000 in rent and utility payments related to corporate office space.

 

During the year ended December 31, 2016, the Company issued 500,000 shares of restricted common stock for services valued at $385,000. Stephen Thomas, an officer and director of the Company, surrendered 500,000 shares of common stock to reduce dilution.

 

During the nine months ended September 30, 2017, the Company received $35,000 in cash from a relative of an officer of the Company for issuance of 350,000 shares of restricted common stock. Stephen Thomas, an officer and director of the Company, surrendered 350,000 common shares to the Company to reduce dilution.

 

In December 2016, a subsidiaries landlord agreed to terminate a facilities lease for 150,000 shares of Common Stock valued at $43,350. Stephen Thomas, an officer and director of the Company surrendered 150,000 shares of common stock for this transaction to reduce dilution.

 

In December 2016, the Company settled accounts payable to multiple vendors of $134,720 for 365,000 shares of restricted Common Stock valued at $105,485. Stephen Thomas, an officer of the Company, contributed 365,000 shares of common stock to the Company to reduce dilution.

 

In December 2016, the Company used for compensation expense 9,175,000 restricted shares of Common Stock valued at $2,663,575. Stephen Thomas, an officer and director of the Company, surrendered 9,175,000 shares of common stock for this transaction to reduce dilution.

 

In conjunction with the acquisition of Copperhead Digital, the former shareholders of Copperhead Digital funded a total of $220,000 of Commercial Promissory Notes. In October 2015, all Commercial Promissory Notes were exchanged for 440,000 common shares of the Company. Stephen Thomas, an officer and director of the Company, surrendered 440,000 shares of common stock for this transaction to reduce dilution.

 

In October 2015, Convertible Promissory Notes in the amount of $250,000 were exchanged for 500,000 common shares of the Company. Stephen Thomas, an officer and director of the Company, surrendered 500,000 shares of common stock for this transaction to reduce dilution.

 

In July and August 2015, the Company through a private offering issued Unsecured Commercial Promissory Notes to the former shareholders of Copperhead Digital for $326,377. In October 2015, all Unsecured Commercial Promissory Notes were exchanged for 1,496,899 common shares of the Company. Stephen Thomas, an officer and director of the Company, surrendered 1,496,899 shares of common stock for this transaction to reduce dilution.

 

During the year ended December 31, 2016 and to the date of this report, approximately $157,000 in funds have been provided to the Company by officers and family to the officers, Stephen Thomas and Richard Eberhardt, for

 

 

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working capital purposes. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

 

Director Independence

 

Our board of directors undertook our annual review of the independence of the directors and considered whether any director had a material relationship with us or our management that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, the board of directors affirmatively determined that none of our directors are “independent” as such term is used under the rules and regulations of the Securities and Exchange Commission.

 

ITEM 11A. MATERIAL CHANGES

 

During 2017, existing shareholders extended loans to the Company in the amount of approximately $624,600, $435,500 of which was outstanding as of September 30, 2017. Of this amount, $400,600 is under similar terms and conditions of existing debt from shareholders which is secured by assets of the company and includes options that were issued with the debt to purchase 76,120 common shares at share prices of between $0.04 to $0.22 until December 31, 2019. $157,000 of the approximately $624,000 was advanced from officers or family of officers of the Company and have no documented terms. $67,000 was funded under convertible debt instruments that were later amended to be convertible at $0.25 per share. In addition, the Company entered into a short-term cash arrangement for $70,500 of which $25,725 remained outstanding as of September 30, 2017. See Note 5 to the condensed consolidated financial statements.

 

ITEM 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933 with respect to the securities offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, you should refer to the registration statement and the exhibits filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

 

We are subject to the informational requirements of the Securities Exchange Act of 1934 and file reports and other information with the SEC. You can read our SEC filings, including the registration statement, over the internet at the SEC's website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Additionally, you can obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room.

 

EXPERTS

 

The financial statements as of December 31, 2016 and 2015 and for each of the years in the two-year period ended December 31, 2016 have been so included in reliance on the report of Sadler, Gibb & Associates, LLC, an independent registered public accounting firm, given on the authority of that firm as experts in accounting and auditing.

 

 

 

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INCORPORATION OF DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” into this prospectus information we have filed with it. The information incorporated by reference is an important part of this prospectus and is considered to be part of this prospectus. We incorporate by reference the documents listed as exhibits to the document in Item 16.

 

ITEM 12A. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

The Florida Statutes requires us to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successful on the merits or otherwise in defense of the action or proceeding. The Florida Statutes permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of us and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained.

 

The Florida Statutes prohibits indemnification of a director or officer if a final adjudication establishes that the officer's or director's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the Florida Statutes may permit an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law.

 

The Florida Statutes also provides that indemnification of directors is not permitted for the unlawful payment of distributions, except for those directors registering their dissent to the payment of the distribution.

 

According to our bylaws, we are authorized to indemnify our directors to the fullest extent authorized under Florida Law subject to certain specified limitations.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and persons controlling us pursuant to the foregoing provisions or otherwise, we are advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 

 

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[OUTSIDE BACK COVER PAGE OF PROSPECTUS]

Dealer Prospectus Delivery Requirements

 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

We have expended, or will expend fees in relation to this registration statement as detailed below:

 

Expenditure Item   Amount
Attorney Fees   $ 25,000  
Audit Fees   $ 125,000  
Transfer Agent Fees   $ 2,000  
SEC Registration and Blue Sky Registration fees (estimated)   $ 5,000  
Printing Costs and Miscellaneous Expenses (estimated)   $ 18,000  
Total   $ 175,000  

 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our officers and directors are indemnified as provided by the Florida Revised Statutes and the bylaws.

 

Under the Florida Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit the directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with us or our shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

 

Our bylaws provide that it will indemnify the directors to the fullest extent not prohibited by Florida law; provided, however, that we may modify the extent of such indemnification by individual contracts with the directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by the board of directors, (c) is provided by us, in sole discretion, pursuant to the powers vested under Florida law or (d) is required to be made pursuant to the bylaws.

 

Our bylaws provide that it will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of us, or is or was serving at the request of us as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the bylaws or otherwise.

 

Our bylaws provide that no advance shall be made by us to an officer except by reason of the fact that such officer is or was our director in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of us.

 

 

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

In 2014, In August 2014, TPTG Global, Inc. merged with Ally Pharma in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global, Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. Because of this change in control of Ally Pharma, the transaction is accounted for as a non-monetary transaction (specifically referred to as a reverse recapitalization) wherein the operations of the accounting Acquirer are re-casted in terms of the accounting Acquiree’s (legal acquirer, TPTG fka Ally Pharma) common stock. 110,000,000 shares of common stock were issued equaling 80% of the 136,753,685 post-merger common shares outstanding.

 

Subsequent to the reverse merger, the 110,000,000 shares were classified originally as founders shares but were used for corporate considerations as noted below. As such, the founders are net of the other share activity.

 

Number of Shares Original Consideration Issue Price Per Share
42,493,073 Founders Shares $0.001
17,767,670 Asset Acquisition $0.10 to $0.81
2,983,380 Conversion of Convertible Promissory Notes $0.20 to $0.80
4,278,496 Private Placement $0.10 to $0.50
38,392,391 Services $0.10 to $0.30
4,488,033 Gifts to Family $0.001

 

 

Exemption From Registration Claimed

 

All of the above sales by us of our unregistered securities were made by us in reliance upon Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to us and our management, through pre-existing business relationships, as long standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

 

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  

 

Numbe r Description  
3.1 Articles of Incorporation of Chatham International, Inc. (9.30.96) Filed Herewith
3.2 Articles of Incorporation of Cornerstone Capital, Inc. (12.30.98) Filed Herewith
3.3 Articles of Amendment of Art, Music & Entertainment, Inc. – name change to Global Assets & Services, Inc. (7.30.01) Filed Herewith
3.4 Articles of Merger – Global Assets & Services. Inc. and SDE 3, Inc. (1.17.02) Filed Herewith
3.5 Articles of Amendment of Global Assets & Services, Inc. – name change to Jointland Development, Inc. (12.27.04) Filed Herewith
3.6 Articles of Amendment of Jointland Development, Inc. – Article IV amendment (4.5.10) Filed Herewith
3.7 Articles of Amendment of Jointland Development, Inc. – name change to Gold Royalty Corp. (10.19.10) Filed Herewith
3.8 Articles of Amendment of Gold Royalty Corp. – new name Reuben Cannon Entertainment, Inc. (8.24.12) Filed Herewith
3.9 Articles of Amendment of Gold Royalty Corp. – new name Ally Pharma US, Inc. (10.31.12) Filed Herewith
3.10 Articles of Amendment of Ally Pharma US, Inc. – new name TPT Global Tech, Inc. Filed Herewith
3.11 Articles of Amendment of TPT Global Tech, Inc. – Preferred Stock Series A & B (2.6.15) Filed Herewith
3.12 Articles of Incorporation of Copperhead Digital Holdings, Inc. Filed Herewith
3.13 Articles of Organization of Trucom, LLC Filed Herewith
3.14 Articles of Organization of CityNet Arizona, LLC Filed Herewith
3.15 Certificate of Amendment of Transactive Intermedia, Inc. – name change to San Diego Media, Inc. Filed Herewith
3.16 Articles of Organization of K Telecom and Wireless, LLC Filed Herewith
3.17 Articles of Incorporation of Blue Collar, Inc. Filed Herewith
3.18 Articles of Organization of Center for Education in TV and Radio LLC Filed Herewith
3.19 Articles of Amendment to Articles of Organization of Center for Education in TV and Radio LLC name change to Hollywood Riviera Studio, LLC Filed Herewith
3.20 Articles of Organization of HRS Mobile, LLC Filed Herewith
3.21 Bylaws of TPT Global Tech, Inc. Filed Herewith
     
     
4.1 Form of Vesting Warrants Filed Herewith
4.2 Form of Unsecured Convertible Commercial Promissory Note - $250,000 Filed Herewith
4.3 Form of  Commercial Convertible Promissory Notes Filed Herewith
4.4 2017 TPT Global Tech, Inc. Stock Option And Award Incentive Plan Filed Herewith
4.5 Series A Designation Filed Herewith
4.6 Series B Designation Filed Herewith
5.1 Opinion re: Legality Filed Herewith
10.1 Employment Agreement, Stephen J. Thomas, III Filed Herewith
10.2 Employment Agreement,  Gary Cook Filed Herewith
10.3 Employment Agreement, Richard Eberhardt Filed Herewith
10.4 Agreement and Plan of Merger – Ally Pharma US, Inc. and TPT Global, Inc. (9.30.14) Filed Herewith
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10.5 Purchase Agreement Ally Pharma US, Inc. and K Telecom and Wireless and Global Telecom International LLC (8.1.14) Filed Herewith
10.6 Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Copperhead Digital Holdings, Inc. (1.31.15) Filed Herewith
10.7 Lease Agreement between Copperhead Digital Holdings, Inc. and Telecom Finance LLC (9.14.10) Filed Herewith
10.8 Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Port 2 Port, Inc. (9.30.15) Filed Herewith
10.9 Acquisition and Purchase Agreement between TPT Global Tech, Inc. and San Diego Media, Inc. (9.30.16) Filed Herewith
10.10 Amendment #1 to Acquisition & Purchase Agreement between TPT Global Tech, Inc. and San Diego Media, Inc. (12.9.16) Filed Herewith
10.11 Asset Acquisition Agreement between TPT Global Tech, Inc. and Interest Holders of the Lion Phone Technology (12.15.16) Filed Herewith
10.12 Acquisition and Purchase Agreement between TPT Global Tech, Inc. and MatrixSites, Inc. Filed Herewith
10.13 Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Hollywood Riviera LLC, HRS Mobile LLC (11.1.17) Filed Herewith
10.14 Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (11.3.17) Filed Herewith
     
21.1 Subsidiaries Filed Herewith
     
23.1 Consent of Attorney Filed Herewith
23.2 Consent of Accountant Filed Herewith
     
     
99.1 Trucom LLC Complete Patent Filed Herewith
99.2 Patent Assignment – Ellifson to TruCom LLC (2.11.13) Filed Herewith

 

  

ITEM 17. UNDERTAKINGS

 

We hereby undertake the following:

 

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(a)       To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

 

(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

 

(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

 

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the Offering.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of the directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of the directors, officers, or controlling persons in connection with the securities being registered, we will unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

For determining liability under the Securities Act, to treat the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b) (1) or (4) or 497(h) under the Securities Act as part of this Registration Statement as of the time the Commission declared it effective.

 

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SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on December 15, 2017.

 

TPT GLOBAL TECH, INC.

 

 

/s/ Stephen J. Thomas III   December 15, 2017
Stephen J. Thomas, III    
(Chief Executive Officer and Principal Executive Officer)    
     
     
/s/ Gary Cook   December 15, 2017
Gary Cook    
(Chief Financial Officer/Principal Accounting Officer)    
     
     

 

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

 

 

 

/s/ Stephen J. Thomas III   December 15, 2017
Stephen J. Thomas, III, Director    
     
     
/s/ Richard Eberhardt   December 15, 2017
Richard Eberhardt, Director    
     

 

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EXHIBIT 3.1

 
 

 
 

EXHIBIT 3.2

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EXHIBIT 3.3

 
 

EXHIBIT 3.4

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EXHIBIT 3.5

 
 

 
 

EXHIBIT 3.6

 
 

 
 

EXHIBIT 3.7

 
 

 
 

EXHIBIT 3.8

 
 

 
 

 
 

EXHIBIT 3.9

 
 

 

 
 

 

 
 

EXHIBIT 3.10

 

 
 

 
 

 
 

EXHIBIT 3.11

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EXHIBIT 3.12

 
 

 
 

EXHIBIT 3.13

 
 

 

EXHIBIT 3.14

EXHIBIT 3.15

EXHIBIT 3.16

EXHIBIT 3.17

EXHIBIT 3.18

EXHIBIT 3.19

EXHIBIT 3.20

EXHIBIT 3.21

 

BY-LAWS OF TPT GLOBAL TECH, INC.

 

A FLORIDA CORPORATION

 

 

 

ARTICLE I. MEETING OF SHAREHOLDERS

 

Section 1.1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the board of directors of the corporation. The annual meeting of the shareholders for any year shall be held no later than thirteen (13) months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

 

Section 1.2. Special Meetings. Special meeting of the shareholders shall be held when directed by the Board of Directors, or when requested in writing by the holders of not less than ten (10%) percent of all the shares entitled to vote at the meeting. (A meeting requested by shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after the request is made, unless the shareholders requesting the meeting designated a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.)

 

Section 1.3. Place . Meetings of shareholders may be held within or without the State of Florida and at such place as is designated by the Board of Directors.

 

Section 1.4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address at it appears on the stock transfer books of the corporation, with postage thereon prepaid.

 

Section 1.5. Notice of Adjourned Meetings . When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and, at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

 

Section 1.6. Closing of Transfer Books and Fixing of Record Date . For the purpose of determining shareholders entitled to notice or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a

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determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

 

Section 1.7. Shareholder Quorum and Voting . A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

 

Section 1.8. Action by Shareholders Without a Meeting. Any action required by law, these by-laws or the articles of incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

 

ARTICLE II. DIRECTORS

 

Section 2.1. Function . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors, in the event the shareholders fail to act.

 

Section 2.1 . Qualification. Directors need not be residents of this state or shareholders of this corporation.

 

Section 2.3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.

 

Section 2.4. Function . A Director shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the interests of the corporation, and with such care as an ordinarily prudent person under similar circumstances. A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

 

Section 2.5. Number . This corporation shall have at least one (1) director. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall the effect of shortening the terms of any incumbent director.

 

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Section 2.6. Vacancies . Vacancies on the board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.

 

Section 2.7. Election and Term. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and qualified or until his earlier resignation, removal from office or death.

 

Section 2.8. Quorum and Voting. A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Section 2.9. Place of Meetings. Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

 

Section 2.10. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any action which be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or the committee. Such consent shall have the same effect as a unanimous vote.

 

ARTICLE III. OFFICERS

 

Section 3.1.Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the directors at the first meeting of directors immediately following the annual meeting of shareholders of this corporation, and shall serve until their successors are chosen and qualify. The Board of Directors may from time to time appoint such other officers and assistant officers and agents at it may deem necessary. Any two or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall affect the existence of this corporation.

 

Section 3.2. Duties . The officers of this corporation shall perform such duties as are prescribed by the Board of Directors and, in the case of all officers other than the President, by the Board of Directors and the President.

 

ARTICLE IV. EXECUTION OF INSTRUMENTS

 

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer of officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board.

 

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ARTICLE V. AMENDMENT

 

These by-laws may be repealed or amended, and new by-laws may be adopted, by either the Board of Directors or the shareholders, but the Board may not amend or repeal any by-law adopted by shareholders if the shareholders specifically provide that such by-law not be subject to amendment or repeal by directors.

 

 

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EXHIBIT 4.1

ANNEX I

 

 

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

 

 

2017 TPT GLOBAL TECH, INC.

STOCK OPTION AND AWARD INCENTIVE PLAN:

STOCK OPTION AGREEMENT

 

SECTION 1: GRANT OF OPTION

 

1.1 Option. On the terms and conditions set forth in the notice of stock option grant to which this agreement (the "Agreement") is attached (the "Notice of Stock Option Grant") and this agreement, the Company grants to the individual named in the Notice of Stock Option Grant (the "Optionee") the option to purchase at the exercise price specified in the Notice of Stock Option Grant (the "Exercise Price") the number of Shares set forth in the Notice of Stock Option Grant. This option is intended to be either an ISO or a Non-Qualified Stock Option, as provided in the Notice of Stock Option Grant.

 

1.2 Stock Plan and Defined Terms. This option is granted pursuant to and subject to the terms of the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN, as in effect on the date specified in the Notice of Stock Option Grant (which date shall be the later of (i) the date on which the Board resolved to grant this option, or (ii) the first day of the Optionee's Service) and as amended from time to time (the "Plan"), a copy of which is attached hereto and which the Optionee acknowledges having received. Capitalized terms not otherwise defined in this Agreement have the definitions ascribed to them in the Plan.

 

SECTION 2: RIGHT TO EXERCISE

 

2.1 Exercisability. Subject to Sections 2.2 and 2.3 below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7. In addition, all of the remaining unexercised options shall become vested and fully exercisable if (i) a Change in Control occurs before the Optionee's Service terminates, and (ii) the option is not assumed or an equivalent option is not substituted by the successor entity that employs the Optionee immediately after the Change in Control or by its parent or subsidiary.

 

2.2 Limitation. If this option is designated as an ISO in the Notice of Stock Option Grant, then to the extent (and only to the extent) the Optionee's right to exercise this option causes this option (in whole or in part) to not be treated as an ISO by reason of the $100,000 annual limitation under Section 422(d) of the Code, such options shall be treated as Non-Qualified Stock Options, but shall be exercisable by their terms. The determination of options to be treated as Non-Qualified Stock Options shall be made by taking options into account in the order in which they

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are granted. If the terms of this option cause the $100,000 annual limitation under Section 422(d) of the Code to be exceeded, a pro rata portion of each exercise shall be treated as the exercise of a Non-Qualified Stock Option.

 

2.3 Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company's stockholders.

 

SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

 

Except as provided herein, an Optionee may not assign, sell or transfer the option, in whole or in part, other than by testament or by operation of the laws of descent and distribution. The Administrator, in its sole discretion may permit the transfer of a Non-Qualified Option (but not an ISO) as follows: (i) by gift to a member of the Participant's immediate family, or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the Settlor (either or both (i) or (ii) referred to as a "Permitted Transferee"). For purposes of this Section 3, "immediate family" shall mean the Optionee's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships. A transfer permitted under this Section 3 hereof may be made only upon written notice to and approval thereof by Administrator. A Permitted Transferee may not further assign, sell or transfer the transferred option, in whole or in part, other than by testament or by operation of the laws of descent and distribution. A Permitted Transferee shall agree in writing to be bound by the provisions of this Plan, which agreement shall be submitted to and approved by the Administrator before the transfer.

 

SECTION 4: EXERCISE PROCEDURES

 

4.1 Notice of Exercise. The Optionee or the Optionee's representative may exercise this option by delivering a written notice in the form of Exhibit A attached hereto ("Notice of Exercise") to the Company in the manner specified pursuant to Section 14.4 hereof. Such Notice of Exercise shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment, which must comply with Section 5. The Notice of Exercise shall be signed by the person who is entitled to exercise this option. In the event that this option is to be exercised by the Optionee's representative, the notice shall be accompanied by proof (satisfactory to the Company) of the representative's right to exercise this option.

 

4.2 Issuance of Shares. After receiving a proper Notice of Exercise, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this option (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship). The Company shall cause such certificate or certificates to be deposited in escrow or delivered to or upon the order of the person exercising this option.

 

4.3 Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option, and shall provide to the Company his/her/its social security number or employment identification number.

 

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SECTION 5: PAYMENT FOR STOCK

 

5.1 General Rule. The entire Exercise Price of Shares issued under the Plan shall be payable in full by cash or cashier's check for an amount equal to the aggregate Exercise Price for the number of shares being purchased. Alternatively, in the sole discretion of the Plan Administrator and upon such terms as the Plan Administrator shall approve, the Exercise Price may be paid by:

 

5.1.1 Cashless Exercise. Provided the Company's Common Stock is publicly traded, a copy of instructions to a broker directing such broker to sell the Shares for which this option is exercised, and to remit to the Company the aggregate Exercise Price of such option ("Cashless Exercise");

 

5.1.2 Stock-For-Stock Exercise. Paying all or a portion of the Exercise Price for the number of Shares being purchased by tendering Shares owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised (the "Purchase Price") or the aggregate Purchase Price of the shares with respect to which this option or portion hereof is exercised ("Stock-for-Stock Exercise"); or

 

5.1.3 Attestation Exercise. By a stock for stock exercise by means of attestation whereby the Optionee identifies for delivery specific Shares already owned by Optionee and receives a number of Shares equal to the difference between the Option Shares thereby exercised and the identified attestation Shares ("Attestation Exercise").

 

5.2 Withholding Payment. The Exercise Price shall include payment of the amount of all federal, state, local or other income, excise or employment taxes subject to withholding (if any) by the Company or any parent or subsidiary corporation as a result of the exercise of a Stock Option. The Optionee may pay all or a portion of the tax withholding by cash or check payable to the Company, or, at the discretion of the Administrator, upon such terms as the Administrator shall approve, by (i) Cashless Exercise or Attestation Exercise; (ii) Stock-for-Stock Exercise; (iii) in the case of an Option, by paying all or a portion of the tax withholding for the number of shares being purchased by withholding shares from any transfer or payment to the Optionee ("Stock withholding"); or (iv) a combination of one or more of the foregoing payment methods. Any shares issued pursuant to the exercise of an Option and transferred by the Optionee to the Company for the purpose of satisfying any withholding obligation shall not again be available for purposes of the Plan. The fair market value of the number of shares subject to Stock withholding shall not exceed an amount equal to the applicable minimum required tax withholding rates.

 

5.3 Promissory Note. The Plan Administrator, in its sole discretion, upon such terms as the Plan Administrator shall approve, may permit all or a portion of the Exercise Price of Shares issued under the Plan to be paid with a full-recourse promissory note. However, in the event there is a stated par value of the shares and applicable law requires, the par value of the shares, if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon, and shall be held in the possession of the Company until the promissory note is repaid in full. Subject to the foregoing, the Plan Administrator (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.

 

5.4 Exercise/Pledge. In the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, payment may be made all or in part by the delivery (on a form

3  
 

prescribed by the Plan Administrator) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

 

SECTION 6: TERM AND EXPIRATION

 

6.1 Basic Term. This option shall expire and shall not be exercisable after the expiration of the earliest of (i) the Expiration Date specified in the Notice of Stock Option Grant, (ii) three months after the date the Optionee's Service with the Company and its Subsidiaries terminates if such termination is for any reason other than death, Disability or Cause, (iii) one year after the date the Optionee's Service with the Company and its Subsidiaries terminates if such termination is a result of death or Disability, and (iv) if the Optionee's Service with the Company and its Subsidiaries terminates for Cause, all outstanding Options granted to such Optionee shall expire as of the commencement of business on the date of such termination. Outstanding Options that are not exercisable at the time of termination of employment for any reason shall expire at the close of business on the date of such termination. The Plan Administrator shall have the sole discretion to determine when this option is to expire. For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave to the extent required by applicable law. To the extent applicable law does not require such a leave to be deemed to continue while the Optionee is on a bona fide leave of absence, such leave shall be deemed to continue if, and only if, expressly provided in writing by the Administrator or a duly authorized officer of the Company, Parent or Subsidiary for whom Optionee provides his or her services.

 

6.2 Exercise After Death. All or part of this option may be exercised at any time before its expiration under Section 6.1 above by the executors or administrators of the Optionee's estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee's death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Share that is subject to the Right of Repurchase (as such term is defined in below) (the "Restricted Stock").

 

6.3 Notice Concerning ISO Treatment. If this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent it is exercised (i) more than three months after the date the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code), (ii) more than 12 months after the date the Optionee ceases to be an Employee by reason of such permanent and total disability, or (iii) after the Optionee has been on a leave of absence for more than 90 days, unless the Optionee's reemployment rights are guaranteed by statute or by contract.

 

 

 

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SECTION 7: RIGHT OF REPURCHASE

 

7.1 Option Repurchase Right. Following a termination of the Optionee's Service, the Company shall have the option to repurchase the Optionee's vested and exercisable options at a price equal to the Fair Market Value of the Stock underlying such options, less the Exercise Price (the "Option Repurchase Right").

 

7.2 Stock Repurchase Right. Unless they have become vested in accordance with the Notice of Stock Option Grant and Section 7.4 below, the stock acquired under this Agreement initially shall be Restricted Stock and shall be subject to a right (but not an obligation) of repurchase by the Company, which shall be exercisable at a price equal to the Exercise Price paid for the Restricted Stock (the "Stock Repurchase Right"). Vested stock acquired under this Agreement shall be subject to a right (but not an obligation) of repurchase by the Company, which shall be exercisable at a price equal to the Fair Market Value of the vested Stock.

 

7.3 Condition Precedent to Exercise. The Option Repurchase Right and Stock Repurchase Rights (collectively, the "Right of Repurchase") shall be exercisable over Restricted Stock only during the 90-day period next following the later of:

 

7.3.1 The date when the Optionee's Service terminates for any reason, with or without Cause, including (without limitation) death or disability; or

 

7.3.2 The date when this option was exercised by the Optionee, the executors or administrators of the Optionee's estate, or any person who has acquired this option directly from the Optionee by bequest, inheritance or beneficiary designation.

 

7.4 Lapse of Right of Repurchase. The Right of Repurchase shall lapse with respect to the Shares subject to this option in accordance with the vesting schedule set forth in the Notice of Stock Option Grant. In addition, the Right of Repurchase shall lapse and all of the remaining Restricted Stock shall become vested if (i) a Change in Control occurs before the Optionee's Service terminates, and (ii) the Right of Repurchase is not assigned to the entity that employs the Optionee immediately after the Change in Control or to its parent or subsidiary. The Right of Repurchase shall lapse with respect to (i) Shares that are registered under a then currently effective registration statement under applicable federal securities laws and the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or becomes an investment company registered or required to be registered under the Investment Company Act of 1940, or (ii) Shares for which a determination is made by counsel for the Company that such Exercise Price restrictions are not required in the circumstances under applicable federal or state securities laws.

 

7.5 Exercise of Right of Repurchase. The Company shall exercise the Right of Repurchase by written notice delivered to the Optionee prior to the expiration of the 90-day period specified in Section 7.3 above. The notice shall set forth the date on which the repurchase is to be effected, which must occur within 31 days of the notice. The certificate(s) representing the Restricted Stock to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the Purchase Price determined according to this Section 7. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Stock. The Right of Repurchase shall terminate with respect to any Restricted Stock for which it has not been timely exercised pursuant to this Section 7.5.

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7.6 Rights of Repurchase Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, an extraordinary dividend payable in a form other than stock, recapitalization, combination or reclassification, or a similar transaction affecting the Company's outstanding securities without receipt of consideration, then (i) any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) distributed with respect to any Restricted Stock (or into which such Restricted Stock thereby become convertible) shall immediately be subject to the Right of Repurchase; and (ii) appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Restricted Stock and to the price per share to be paid upon the exercise of the Right of Repurchase; provided, however, that the aggregate Purchase Price payable for the Restricted Stock shall remain the same.

 

7.7 Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Restricted Stock to be repurchased in accordance with this Section 7, then after such time the person from whom such Restricted Stock is to be repurchased shall no longer have any rights as a holder of such Restricted Stock (other than the right to receive payment of such consideration in accordance with this Agreement). Such Restricted Stock shall be deemed to have been repurchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefore have been delivered as required by this Agreement.

 

7.8 Escrow. Upon issuance, the certificates for Restricted Stock shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 7.6 above shall immediately be delivered to the Company to be held in escrow, but only to the extent the Shares are at the time Restricted Stock. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for repurchase and cancellation upon the Company's exercise of its Right of Repurchase or Right of First Refusal or (ii) released to the Optionee upon the Optionee's request to the extent the Shares are no longer Restricted Stock (but not more frequently than once every six months). In any event, all Shares which have vested (and any other vested assets and securities attributable thereto) shall be released within 60 days after the earlier of (i) the Optionee's cessation of Service or (ii) the lapse of the Right of First Refusal.

 

SECTION 8: RIGHT OF FIRST REFUSAL

 

8.1 Right of First Refusal. In the event that the Company's stock is not readily tradable on an established securities market and the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, to any person, entity or organization (the "Transferee") the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares (the "Right of First Refusal"). If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written transfer notice ("Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the

6  
 

Transfer Notice was received by the Company. The Company's rights under this Section 8.1 shall be freely assignable, in whole or in part.

 

8.2 Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any Shares subject to this Section 8 or into which such Shares thereby become convertible shall immediately be subject to this Section 8. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

 

8.3 Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by this Section 8.

 

8.4 Permitted Transfers. This Section 8 shall not apply to a transfer (i) by gift to a member of the Participant's immediate family or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the Settlor. For purposes of this Section 8.4, "immediate family" shall mean the Optionee's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.

 

8.5 Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefore have been delivered as required by this Agreement.

 

SECTION 9: OBLIGATION TO SELL.

 

Notwithstanding anything herein to the contrary, if at any time following Optionee's acquisition of Shares hereunder, stockholders of the Company owning 51% or more of the shares of the Company (on a fully diluted basis) (the "Control Sellers") enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each stockholder who is not a Control Seller (a "Non-Control Seller") to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, which is controlled by, or which is under common control with, the Control Seller.

 

7  
 

 

 

SECTION 10: STOCKHOLDERS AGREEMENT

 

As a condition to the transfer of Stock pursuant to this Stock Option Agreement, the Administrator, in its sole and absolute discretion, may require the Participant to execute and become a party to any agreement by and among the Company and any of its stockholders which exists on or after the Date of Grant (the "Stockholders Agreement"). If the Participant becomes a party to a Stockholders Agreement, in addition to the terms of the Plan and this Stock Option Agreement, the terms and conditions of Stockholders Agreement shall govern Participant's rights in and to the Stock; and if there is any conflict between the provisions of the Stockholders Agreement and the Plan or any conflict between the provisions of the Stockholders Agreement and this Stock Option Agreement, the provisions of the Stockholders Agreement shall be controlling. Notwithstanding anything to the contrary in this Section 10, if the Stockholders Agreement contains any provisions which would violate Florida corporate law if applied to the Participant, the terms of the Plan and this Stock Option Agreement shall govern the Participant's rights with respect to such provisions.

 

SECTION 11: LEGALITY OF INITIAL ISSUANCE

 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

 

11.1 It and the Optionee have taken any actions required to register the Shares, provided the Stock is publicly traded, under the Securities Act of 1933, as amended (the "Securities Act"), or to perfect an exemption from the registration requirements thereof;

 

11.2 Any applicable listing requirement of any stock exchange on which Stock is listed has been satisfied; and

 

11.3 Any other applicable provision of state or federal law has been satisfied.

 

SECTION 12: NO REGISTRATION RIGHTS

 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

 

SECTION 13: RESTRICTIONS ON TRANSFER

 

13.1 Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company, at its discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

 

13.2 Market Stand-Off. In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Act, including the Company's initial public offering (a "Public Offering"), the Optionee shall not transfer for value any shares of Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the "Market Stand-Off"). The Market Stand-off shall be in

8  
 

effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period.

 

13.3 Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

 

13.4 Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

 

13.5 Legends. All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

 

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

 

13.6 Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement no longer is required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

 

13.7 Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 13 shall be conclusive and binding on the Optionee and all other persons.

 

SECTION 14: MISCELLANEOUS PROVISIONS

 

14.1 Rights as a Stockholder. Neither the Optionee nor the Optionee's representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee's representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to Section 4 and Section 5 hereof.

 

14.2 Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, then (i) the number of shares subject to this option and (ii) the Exercise Price of this option, in effect prior to such change, shall be proportionately adjusted to reflect any increase

9  
 

or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from the adjustment shall be eliminated.

 

14.3 No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

 

14.4 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed the Optionee at the address set forth in the records of the Company. Notice shall be addressed to the Company at:

 

TPT GLOBAL TECH, INC.

Attn: Stephen J. Thomas, III, CEO

501 West Broadway, Suite 800

San Diego, CA 92101

 

14.5 Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

 

14.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CHOICE OF LAWS PROVISIONS, AS FLORIDA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

 

14.7 Attorneys' Fees. In the event that any action, suit or proceeding is instituted upon any breach of this Agreement, the prevailing party shall be paid by the other party thereto an amount equal to all of the prevailing party's costs and expenses, including attorneys' fees incurred in each and every such action, suit or proceeding (including any and all appeals or petitions therefrom). As used in this Agreement, "attorneys' fees" shall mean the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

10  
 

EXHIBIT A

TO

2017 TPT GLOBAL TECH, INC.

STOCK OPTION AND AWARD INCENTIVE PLAN:

STOCK OPTION AGREEMENT

ANNEX I

 

 

NOTICE OF EXERCISE

 

(To be signed only upon exercise of the Option)

 

TPT GLOBAL TECH, INC.

Attn: Stephen J. Thomas, III, CEO

501 West Broadway, Suite 800

San Diego, CA 92101

 

The undersigned, the holder of the enclosed Stock Option Agreement, hereby irrevocably elects to exercise the purchase rights represented by the Option and to purchase thereunder __________* shares of Common Stock of TPT GLOBAL TECH, INC. (the "Company"), and herewith encloses payment of $_______ and/or _________ shares of the Company's common stock in full payment of the purchase price of such shares being purchased.

 

 

Dated:

 

------------------------------

 

NOTICE: YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

 

(Signature must conform in all respects to name of holder as specified on the face of the Option)

 

 

 

--------------------------------------------------------------

 

--------------------------------------------------------------

(Please Print Name)

 

 

--------------------------------------------------------------

 

--------------------------------------------------------------

(Address)

 

 

* Insert here the number of shares called for on the face of the Option, or, in the case of a partial exercise, the number of shares being exercised, in either case without making any adjustment for additional Common Stock of the Company, other securities or property that, pursuant to the adjustment provisions of the Option, may be deliverable upon exercise.

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FORM OF RESOLUTIONS FOR OPTION GRANTS

 

 

RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

TPT GLOBAL TECH, INC.

 

As of ______________, 20__

 

The undersigned directors, constituting the entire board of directors (the "Board") of TPT GLOBAL TECH, INC., a Florida Corporation (the "Company"), hereby take the following actions, adopt the following resolutions, and transact the following business, by written consent without a meeting, as of the date above written, pursuant to the applicable corporate laws of the State of Florida and the Company's Bylaws.

 

WHEREAS, the Company previously adopted the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"), and has delegated the responsibility to administer the Plan to the Board;

 

WHEREAS, Twenty Million (20,000,000) shares of Common Stock of the Company were originally reserved for issuance under the Plan;

 

WHEREAS, as of the date hereof, _____________ shares remain available for issuance under the Plan; and

 

WHEREAS, the Board has determined that it is in the best interests of this Company and its stockholders to provide, under the Plan, equity incentives to those employees, directors and/or consultants of the Company identified below.

 

NOW, THEREFORE, BE IT RESOLVED, that the persons listed on the Exhibit A, which is attached hereto and incorporated herein by reference, which exhibit was reviewed by the Board and shall be included with this Consent, are hereby granted, as of the date hereof, an option (the "Option") to purchase the number of shares with the vesting schedule and exercise price as set forth in Exhibit A;

 

RESOLVED FURTHER, that each of the Options shall be either a Non-Qualified Stock Option or an ISO (as such terms are defined in the Plan) as specified in Exhibit A;

 

RESOLVED FURTHER, that the Options shall be evidenced by stock option agreements and be subject to the restrictions (including transfer and/or repurchase rights), if any, set forth in such stock option agreements;

 

RESOLVED FURTHER, that the Options shall be granted pursuant to the exemptions provided under Section 701 of the Securities Act Rules and Florida Securities Laws;

 

RESOLVED FURTHER, that there is hereby reserved and set aside under the Plan the number of shares adequate to cover the shares underlying the Options granted herein; and

 

RESOLVED FURTHER, that the officers of this Company, and each of them, be, and they hereby are, authorized, directed and empowered for and on behalf of the Company to do or cause to be done all such acts and things and to sign, deliver and/or file all such documents and notices as any of such officers may deem necessary or advisable in order to carry out and perform the foregoing resolutions and the intention thereof.

 

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The Secretary of the Corporation is directed to file the original executed copy of this Consent with the minutes of proceedings of the Board.

 

IN WITNESS WHEREOF, each of the undersigned has executed this consent as of the date first written above.

 

DIRECTORS:

 

     
Stephen J. Thomas, III, Chairman   Richard Eberhardt, Director
     
     

 

 

 

13  
 

EXHIBIT A

TO

FORM OF RESOLUTIONS FOR OPTION GRANTS

 

 

 

Stock Option Grant Information

 

Name No. Shares ISO or NQSO Exercise Price* Vesting Schedule
         
         
         
         
         
         
         
         
         

 

 

* In the case of an ISO, the per share exercise price must be at least 100% of the Fair Market Value (as such term is defined in the Plan) of the underlying share as of the date of grant. In the case of a NQSO, the per share exercise price must be at least 85% of the Fair Market Value of the underlying share as of the date of grant.

 

 

EXHIBIT 4.2 

 

NEITHER THIS COMMERCIAL PROMISSORY NOTE NOR THE SHARES OF COMMON STOCK UNDERLYING THIS COMMERCIAL PROMISSORY NOTE WERE ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE "SECURITIES ACT"). THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (1) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAW; OR (ii) SUCH REGISTRATION.

 

 

 

TPT GLOBAL TECH, INC.

 

A Florida Corporation

 

UNSECURED

COMMERCIAL PROMISSORY NOTE

(Convertible to Common Stock)

 

 

$250,000 DATE: ___________________, 2015

 

FOR VALUE RECEIVED , the undersigned, TPT Global Tech, Inc ., a Florida corporation (hereinafter "Maker"), promises to pay to ___________________ (Holder) at such place as the Holder may designate in writing, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00) , together with interest at 8% per annum thereon, payable quarterly in arrears (except as set forth below), due three (3) years from the date hereof.

 

Holder shall have the right to convert the outstanding balance of this Unsecured Commercial Promissory Note (hereinafter “Promissory Note”) into shares of the Maker’s common stock as set forth in "Conversion for Common Stock" hereafter.

 

In event Maker shall (i) default in the performance of any of the obligations, covenants or agreements legally imposed by the terms of this Promissory Note, or (ii) apply for or consent in writing to the appointment of a receiver, trustee, or liquidator of Maker or (iii) file a voluntary petition in bankruptcy, or admit in writing Maker's inability to pay Maker's debts as they come due, or (iv) make general assignments for the benefit of creditors, or (v) file a petition or answer seeking reorganization or rearrangement with creditors or taking advantage of any insolvency law, or (vi) file an answer admitting the material allegations of a petition filed against Maker in any bankruptcy, reorganization, insolvency or similar proceedings, at the option of the Holder, the whole indebtedness evidenced hereby may be declared due and payable whereupon the entire unpaid principal balance of this Promissory Note and all interest accrued thereon from last payment date at twelve (12%) per annum shall thereupon at once mature and become due and payable without presentment or demand for payment or notice of the intent to exercise such option or notice of the exercise of such option by the Holder, or notice of any kind, all of which are hereby expressly waived by Maker and may be collected by suit or other legal proceedings.

 

If all or any part of the amount of this Promissory Note be declared due in accordance with the other provisions hereof, or if any installment herein provided is not paid when due, the principal balance as the case may be, shall bear interest at the lesser of (i) twelve percent (12%) per annum, or (ii) the Maximum Rate allowed under applicable law until paid in full or until the Promissory Note is reinstated. Notice of Default shall be given, in writing, to Maker, after five days after occurrence of default. Maker

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shall have 10 days after written Notice of Default, within which to cure the default plus interest at default rate, legal fees and costs incurred.

 

Except as otherwise provided herein, the undersigned and all sureties, guarantors and endorsers of this Promissory Note severally waive all notices, demands, presentments for payment, notices of non-payment, notice of intention to accelerate the maturity, notices of acceleration, notices of dishonor, protest and notice of protest, diligence in collecting or bringing suit as to this Promissory Note and as to each, every and all installments hereof and all obligations hereunder and against any party hereto and to the application of any payment on this obligation, or as an offset hereto, and agree to all extensions, renewals, partial payments, substitutions or evidence of indebtedness and the taking, release or substitution of all or any part of the security or the release of any party liable hereon with or without notice before or after maturity.

 

It is the intention of the parties hereto to comply with the usury laws applicable to this loan if any, accordingly it is agreed that notwithstanding any provision to the contrary in this Promissory Note or in any of the documents securing payment hereof no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest is provided for, contracted for, charged for or received, then the provisions of this paragraph shall govern and control and neither the Maker hereof nor any other party liable for the payment hereof shall be obligated to pay the amount of such excess interest. Any such excess interest which may have been collected shall be, at the Holder's option, either applied as a credit against the then unpaid principal amount hereof or refunded to Maker. The effective rate of interest shall be automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws as now or hereafter construed. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged for, or received under this Promissory Note which are made for the purposes of determining whether such rate exceeds the maximum lawful rate, shall be made, to the extent permitted by law, by amortizing, prorating, allocating and spreading in equal parts during the full stated term of this Note, all interest contracted for, charged for or received from the Maker or otherwise by the Note Holder.

 

In the event this Note is placed in the hands of an attorney for collection (whether or not suit is filed), or in the event it is collected by suit or through bankruptcy, probate, receivership or other legal proceedings (including foreclosure), the undersigned hereby agrees to pay to the Holder as attorney's fees a reasonable amount in addition to the principal and interest then due hereon, and all other costs of collection.

 

CONVERSION RIGHT TO COMMON STOCK

 

Holder may, at any time prior to payment of the Promissory Note by the Maker, elect to convert all or any portion of this note, including accrued interest, into common shares of the Maker at a price of $0.50 per share.

 

The Promissory Note may be converted by the holder thereof, at any time six (6) months after the date of issuance of the Promissory Note. The accrued interest of the Promissory Notes may be converted into the Maker’s Common Stock, please note though that for the purposes of Rule 144, that the issuance date for the Common Stock issued in connection with the conversion of interest will be the date of conversion.

 

The conversion election shall be made in writing by Holder, as set forth in the Conversion Notice, attached herewith as EXHIBIT A and mailed or faxed to the Maker at ___________________________, fax __________________. Such instructions should include the name to who the shares are to be issued, a tax id (or social security number) and include an address for delivery. The Maker, upon receipt of such

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conversion notice and confirmation of the conversion amount, shall then instruct its transfer agent to affect the issuance of the common shares of the Maker, whereupon the amount of the Note represented by the shares elected to be received shall be deemed paid, without recourse as to the amount.

 

IN WITNESS WHEREOF , Maker has fully executed this Promissory Note as of the date first above written.

 

TPT GLOBAL TECH, INC .,

(A Florida Corporation)

 

 

 

By: ____________________________________

Chief Executive Officer

 

 

 

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EXHIBIT A

CONVERSION NOTICE

 

To:

 

 

Attn: Chief Financial Officer

 

The Holder hereby irrevocably exercises his, her, or its right to convert $_______________ principal amount and accrued interest of $__________________ of the Unsecured Convertible Promissory Note, dated ___________, 2015 (“the Promissory Note”) into ___________________ shares of Common Stock (“Common Shares”) of the Company at the Conversion Price of $______ per share in accordance with the terms of the Note and directs that the shares of Common Stock issuable and deliverable upon such conversion be registered in the name of the Holder on the books and records of the Company and delivered to the Holder.

 

The Holder hereby acknowledges that the Common Shares:

 

(i) Have not been and will not be at the time of acquisition by the undersigned registered under the Securities Act of 1933, as amended, or under any state securities laws, and hereby represents and warrants to the Company that he, she, or it is acquiring the Common Shares for his, her, or its own account, for investment, and not with a view to or for sale in connection with any distribution of such Common Shares; and

 

(ii) Are transferable only in accordance with the terms and restriction contained in the Note.

 

 

Dated: ___________________________

 

 

 

___________________________________________

Signature of Holder

 

___________________________________________

Printed Name of Holder

 

 

Address:   Tax Identification Number:
     
   
     
Name to be Issued In:    

EXHIBIT 4.3 

 

NEITHER THIS COMMERCIAL PROMISSORY NOTE NOR THE OF COMMON STOCK UNDERLYING THE CONVERSION RIGHTS UNDER THIS COMMERCIAL PROMISSORY NOTE WERE ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE "SECURITIES ACT"). THE SECURITIES EVIDENCED HEREBY OR RESULTING FROM CONVERSION HEREOF ARE “RESTRICTED” AND MAY NOT BE TRANSFERRED WITHOUT (1) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW; OR (2) SUCH REGISTRATION.

 

 

TPT GLOBAL TECH, INC.

 

A Florida Corporation

COMMERCIAL PROMISSORY NOTE

(Convertible into shares consisting of Common Stock)

 

 

$___________________.00 DATE: ___________, 2015

 

FOR VALUE RECEIVED , the undersigned, TPT GLOBAL TECH, INC ., a Florida corporation (hereinafter "Maker or Company"), promises to pay to _______________ (Holder) at such place as the Holder may designate in writing, the principal sum of ______________________________ ($_____________.00) , together with interest at ___% per annum, payable on or before ____________ (principal and interest).

 

Holder shall have the right to convert the outstanding balance of this Secured Commercial Promissory Note (hereinafter “Promissory Note”) into the Maker’s common stock as set forth in "Conversion Rights" hereafter.

 

In event Maker shall (i) default in the performance of any of the obligations, covenants or agreements legally imposed by the terms of this Promissory Note, or (ii) apply for or consent in writing to the appointment of a receiver, trustee, or liquidator of Maker or (iii) file a voluntary petition in bankruptcy, or admit in writing Maker's inability to pay Maker's debts as they come due, or (iv) make general assignments for the benefit of creditors, or (v) file a petition or answer seeking reorganization or rearrangement with creditors or taking advantage of any insolvency law, or (vi) file an answer admitting the material allegations of a petition filed against Maker in any bankruptcy, reorganization, insolvency or similar proceedings, at the option of the Holder, the whole indebtedness evidenced hereby may be declared due and payable whereupon the entire unpaid principal balance of this Promissory Note and all interest accrued shall thereupon at once mature and become due and payable without presentment or demand for payment or notice of the intent to exercise such option or notice of the exercise of such option by the Holder, or notice of any kind, all of which are hereby expressly waived by Maker and may be collected by suit or other legal proceedings.

 

If all or any part of the amount of this Promissory Note be declared due in accordance with the other provisions hereof, or if any installment herein provided is not paid when due, the principal balance as the case may be, shall bear interest at the lesser of (i) twelve percent (12%) per annum (“Default Rate”), or (ii) the Maximum Rate allowed under applicable law until paid in full or until the Promissory Note is reinstated. Notice of Default shall be given, in writing, to Maker, after five days after occurrence of default. Maker shall have 10 days after written Notice of Default, within which to cure the default plus interest at Default Rate, legal fees and costs incurred.

 

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Except as otherwise provided herein, the undersigned and all sureties, guarantors and endorsers of this Promissory Note severally waive all notices, demands, presentments for payment, notices of non-payment, notice of intention to accelerate the maturity, notices of acceleration, notices of dishonor, protest and notice of protest, diligence in collecting or bringing suit as to this Promissory Note and all obligations hereunder and against any party hereto and to the application of any payment on this obligation, or as an offset hereto, and agree to all extensions, renewals, partial payments, substitutions or evidence of indebtedness and the taking, release or substitution of all or any part of the security or the release of any party liable hereon with or without notice before or after maturity.

 

It is the intention of the parties hereto to comply with the usury laws applicable to this loan if any, accordingly it is agreed that notwithstanding any provision to the contrary in this Promissory Note or in any of the documents securing payment hereof no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest is provided for, contracted for, charged for or received, then the provisions of this paragraph shall govern and control and neither the Maker hereof nor any other party liable for the payment hereof shall be obligated to pay the amount of such excess interest. Any such excess interest which may have been collected shall be, at the Holder's option, either applied as a credit against the then unpaid principal amount hereof or refunded to Maker. The effective rate of interest shall be automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws as now or hereafter construed. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged for, or received under this Promissory Note which are made for the purposes of determining whether such rate exceeds the maximum lawful rate, shall be made, to the extent permitted by law, by amortizing, prorating, allocating and spreading in equal parts during the full stated term of this Note, all interest contracted for, charged for or received from the Maker or otherwise by the Note Holder.

 

In the event this Note is placed in the hands of an attorney for collection (whether or not suit is filed), or in the event it is collected by suit or through bankruptcy, probate, receivership or other legal proceedings (including foreclosure), the undersigned hereby agrees to pay to the Holder as attorney's fees a reasonable amount in addition to the principal and interest then due hereon, and all other costs of collection.

 

Conversion into shares of Common Stock of Company

 

Elective Conversion : This Note shall be convertible at the election of the holder of Note, in whole or in part, at any time may be converted at the option of the Holder. Holder may convert this Note to Common shares of the Company's Common Stock to Fifty Cents ($0.50 USD) per share for two years.

 

IN WITNESS WHEREOF , Maker has fully executed this Promissory Note as of the date first above written.

 

TPT GLOBAL TECH, INC. ,

(A Florida Corporation)

 

 

By: ________________________________

 

 

Printed Name: _______________________

 

 

Title: _______________________________

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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 (“Common Stock”) as set forth below, of TPT GLOBAL TECH, INC.., a Florida corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of ________________, 2015 (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 (“DWAC Transfer”).

Name of DTC 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
Pursuant to Conversion of the Notes: _________________

Amount of Principal Balance Due remaining
Under the Note after this conversion: _________________

 

 

 

EXHIBIT 4.4

 

 

 

 

2017 TPT GLOBAL TECH, INC.

 

STOCK OPTION AND AWARD INCENTIVE PLAN

 

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SECTION 1: GENERAL PURPOSE OF PLAN

 

The name of this plan is the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to enable TPT GLOBAL TECH, INC., a Florida corporation (the "Company"), and any Parent or any Subsidiary to obtain and retain the services of the types of Employees, Consultants and Directors who will contribute to the Company's long range success and to provide incentives which are linked directly to increases in share value which will inure to the benefit of all stockholders of the Company.

 

SECTION 2: DEFINITIONS

 

For purposes of the Plan, the following terms shall be defined as set forth below:

 

"Administrator" shall have the meaning as set forth in Section 3, hereof.

 

"Board" means the Board of Directors of the Company.

 

"Cause" means (i) failure by an Eligible Person to substantially perform his or her duties and obligations to the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness); (ii) engaging in misconduct or a fiduciary breach which is or potentially is materially injurious to the Company or its stockholders; (iii) commission of a felony; (iv) the commission of a crime against the Company which is or potentially is materially injurious to the Company; or (v) as otherwise provided in the Stock Option Agreement or Stock Purchase Agreement. For purposes of this Plan, the existence of Cause shall be determined by the Administrator in its sole discretion.

 

"Change in Control" shall mean:

 

The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power (which voting power shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote, but not assuming the exercise of any warrant or right to subscribe to or purchase those shares) of the continuing or Surviving Entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned, directly or indirectly, by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization; provided, however, that in making the determination of ownership by the stockholders of the Company, immediately after the reorganization, equity securities which persons own immediately before the reorganization as stockholders of another party to the transaction shall be disregarded; or

 

The sale, transfer or other disposition of all or substantially all of the Company's assets.

 

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction.

 

 

 

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"Code" means the Internal Revenue Code of 1986, as amended from time to time.

 

"Committee" means a committee of the Board designated by the Board to administer the Plan.

 

"Company" means TPT GLOBAL TECH, INC., a corporation organized under the laws of the State of Florida (or any successor corporation).

 

"Consultant" means a consultant or advisor who is a natural person or a legal entity and who provides bona fide services to the Company, a Parent or a Subsidiary; provided such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities.

 

"Date of Grant" means the date on which the Administrator adopts a resolution expressly granting a Right to a Participant or, if a different date is set forth in such resolution as the Date of Grant, then such date as is set forth in such resolution.

 

"Director" means a member of the Board.

 

"Disability" means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an ISO pursuant to Section 6.6 hereof, the term Disability shall have the meaning ascribed to it under Code Section 22(e)(3). The determination of whether an individual has a Disability shall be determined under procedures established by the Plan Administrator.

 

"Eligible Person" means an Employee, Consultant or Director of the Company, any Parent or any Subsidiary.

 

"Employee" shall mean any individual who is a common-law employee (including officers) of the Company, a Parent or a Subsidiary.

 

"Exercise Price" shall have the meaning set forth in Section 6.3 hereof.

 

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

 

"Fair Market Value" shall mean the fair market value of a Share, determined as follows: (i) if the Stock is listed on any established stock exchange or a national market system, including without limitation, the NASDAQ National Market, the Fair Market Value of a share of Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable; (ii) if the Stock is quoted on the NASDAQ System (but not on the NASDAQ National Market) or any similar system whereby the stock is regularly quoted by a recognized securities dealer but closing sale prices are not reported, the Fair Market Value of a share of Stock shall be the mean between the bid and asked prices for the Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable; or (iii) in the absence of an established market for the Stock, the Fair Market Value shall be determined in good faith by the Administrator and such determination shall be conclusive and binding on all persons.

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"First Refusal Right" shall have the meaning set forth in Section 8.7 hereof.

 

"ISO" means a Stock Option intended to qualify as an "incentive stock option" as that term is defined in Section 422(b) of the Code.

 

"Non-Employee Director" means a member of the Board who is not an Employee of the Company, a Parent or Subsidiary, who satisfies the requirements of such term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission.

 

"Non-Qualified Stock Option" means a Stock Option not described in Section 422(b) of the Code.

 

"Offeree" means a Participant who is granted a Purchase Right pursuant to the Plan.

 

"Optionee" means a Participant who is granted a Stock Option pursuant to the Plan.

 

"Outside Director" means a member of the Board who is not an Employee of the Company, a Parent or Subsidiary, who satisfies the requirements of such term as defined in Treasury Regulations (26 Code of Federal Regulation Section 1.162-27(e)(3)).

 

"Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

 

"Participant" means any Eligible Person selected by the Administrator, pursuant to the Administrator's authority in Section 3, to receive grants of Rights.

 

"Plan" means this 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN, as the same may be amended or supplemented from time to time.

 

"Purchase Price" shall have the meaning set forth in Section 7.3.

 

"Purchase Right" means the right to purchase Stock granted pursuant to Section 7.

 

"Rights" means Stock Options and Purchase Rights.

 

"Repurchase Right" shall have the meaning set forth in Section 8.8 of the Plan.

 

"Service" shall mean service as an Employee, Director or Consultant.

 

"Stock" means Common Stock of the Company.

 

"Stock Option" or "Option" means an option to purchase shares of Stock granted pursuant to Section 6.

 

"Stock Option Agreement" shall have the meaning set forth in Section 6.1.

 

"Stock Purchase Agreement" shall have the meaning set forth in Section 7.1.

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“Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

 

"Surviving Entity" means the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or consolidation own equity securities possessing more than 50% of the voting power of the corporation existing following the merger, consolidation or similar transaction. In all other cases, the other entity to the transaction and not the Company shall be the Surviving Entity. In making the determination of ownership by the stockholders of an entity immediately after the merger, consolidation or similar transaction, equity securities which the stockholders owned immediately before the merger, consolidation or similar transaction as stockholders of another party to the transaction shall be disregarded. Further, outstanding voting securities of an entity shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote.

 

"Ten Percent Stockholder" means a person who on the Date of Grant owns, either directly or through attribution as provided in Section 424 of the Code, Stock constituting more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of any Parent or Subsidiary.

 

SECTION 3: ADMINISTRATION

 

3.1 Administrator. The Plan shall be administered by either (i) the Board, or (ii) a Committee appointed by the Board (the group that administers the Plan is referred to as the "Administrator").

 

3.2 Powers in General. The Administrator shall have the power and authority to grant to Eligible Persons, pursuant to the terms of the Plan, (i) Stock Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

 

3.3 Specific Powers. In particular, the Administrator shall have the authority: (i) to construe and interpret the Plan and apply its provisions; (ii) to promulgate, amend and rescind rules and regulations relating to the administration of the Plan; (iii) to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) to determine when Rights are to be granted under the Plan; (v) from time to time to select, subject to the limitations set forth in this Plan, those Eligible Persons to whom Rights shall be granted; (vi) to determine the number of shares of Stock to be made subject to each Right; (vii) to determine whether each Stock Option is to be an ISO or a Non-Qualified Stock Option; (viii) to prescribe the terms and conditions of each Stock Option and Purchase Right, including, without limitation, the Purchase Price and medium of payment, vesting provisions and repurchase provisions, and to specify the provisions of the Stock Option Agreement or Stock Purchase Agreement relating to such grant or sale; (ix) to amend any outstanding Rights for the purpose of modifying the time or manner of vesting, the Purchase Price or Exercise Price, as the case may be, subject to applicable legal restrictions and to the consent of the other party to such agreement; (x) to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination of their employment for purposes of the Plan; (xi) to make decisions with respect to outstanding Stock Options that may become necessary upon a

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change in corporate control or an event that triggers anti-dilution adjustments; and (xii) to make any and all other determinations which it determines to be necessary or advisable for administration of the Plan.

 

3.4 Decisions Final. All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants.

 

3.5 The Committee. The Board may, in its sole and absolute discretion, from time to time, and at any period of time during which the Company's Stock is registered pursuant to Section 12 of the Exchange Act, delegate any or all of its duties and authority with respect to the Plan to the Committee whose members are to be appointed by and to serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the unanimous written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable. During any period of time during which the Company's Stock is registered pursuant to Section 12 of the Exchange Act, all members of the Committee shall be Non-Employee Directors and Outside Directors.

 

3.6 Indemnification. In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent allowed by applicable law, the Administrator and each of the Administrator's consultants shall be indemnified by the Company against the reasonable expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the Administrator or any of its consultants may be party by reason of any action taken or failure to act under or in connection with the Plan or any option granted under the Plan, and against all amounts paid by the Administrator or any of its consultants in settlement thereof (provided that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Administrator or any of its consultants in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Administrator or any of its consultants did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or was grossly negligent, and in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such Administrator or any of its consultants shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.

 

SECTION 4: STOCK SUBJECT TO THE PLAN

 

4.1 Stock Subject to the Plan. Subject to adjustment as provided in Section 9, Twenty Million (20,000,000) shares of Common Stock shall be reserved and available for issuance under the Plan. Stock reserved hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.

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4.2 Basic Limitation. The number of shares that are subject to Rights under the Plan shall not exceed the number of shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available a sufficient number of shares to satisfy the requirements of the Plan.

 

4.3 Additional Shares. In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. In the event that shares issued under the Plan are reacquired by the Company pursuant to the terms of any forfeiture provision, right of repurchase or right of first refusal, such shares shall again be available for the purposes of the Plan.

 

SECTION 5: ELIGIBILITY

 

Eligible Persons who are selected by the Administrator shall be eligible to be granted Rights hereunder subject to limitations set forth in this Plan; provided, however, that only Employees shall be eligible to be granted ISOs hereunder.

 

SECTION 6: TERMS AND CONDITIONS OF OPTIONS.

 

6.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Administrator deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

 

6.2 Number of Shares. Each Stock Option Agreement shall specify the number of shares of Stock that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9, hereof. The Stock Option Agreement shall also specify whether the Option is an ISO or a Non-Qualified Stock Option.

 

6.3 Exercise Price.

 

6.3.1 In General. Each Stock Option Agreement shall state the price at which shares subject to the Stock Option may be purchased (the "Exercise Price"), which shall, with respect to Incentive Stock Options, be not less than 100% of the Fair Market Value of the Stock on the Date of Grant. In the case of Non-Qualified Stock Options, the Exercise Price shall be determined in the sole discretion of the Administrator.

 

6.3.2 Payment. The Exercise Price shall be payable in a form described in Section 8 hereof.

 

6.4 Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise or with the disposition of shares acquired by exercising an Option.

 

6.5 Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option becomes exercisable. In the case of an Optionee who is not an officer of the Company, a Director or a Consultant, an Option shall become exercisable at a rate of no more

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than 33% per year over a three-year period commencing on January 1 following the Date of Grant and 33% each year thereafter on January 1. Subject to the preceding sentence, the exercise provisions of any Stock Option Agreement shall be determined by the Administrator, in its sole discretion.

 

6.6 Term. The Stock Option Agreement shall specify the term of the Option. No Option shall be exercised after the expiration of ten years after the date the Option is granted. Unless otherwise provided in the Stock Option Agreement, no Option may be exercised (i) three months after the date the Optionee's Service with the Company, its Parent or its Subsidiaries terminates if such termination is for any reason other than death, Disability or Cause, (ii) one year after the date the Optionee's Service with the Company, its Parent or its subsidiaries terminates if such termination is a result of death or Disability, and (iii) if the Optionee's Service with the Company, its Parent, or its Subsidiaries terminates for Cause, all outstanding Options granted to such Optionee shall expire as of the commencement of business on the date of such termination. The Administrator may, in its sole discretion, waive the accelerated expiration provided for in (i) or (ii). Outstanding Options that are not exercisable at the time of termination of employment for any reason shall expire at the close of business on the date of such termination.

 

6.7 Leaves of Absence. For purposes of Section 6.6 above, to the extent required by applicable law, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence. To the extent applicable law does not require such a leave to be deemed to continue while the Optionee is on a bona fide leave of absence, such leave shall be deemed to continue if, and only if, expressly provided in writing by the Administrator or a duly authorized officer of the Company, Parent, or Subsidiary for whom Optionee provides his or her services.

 

6.8 Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding Options (whether granted by the Company or another issuer) or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of shares and at the same or a different Exercise Price. Without limiting the foregoing, the Administrator may amend a previously granted Option to fully accelerate the exercise schedule of such Option and provide that upon the exercise of such Option, the Optionee shall receive shares of Restricted Stock that are subject to repurchase by the Company at the Exercise Price paid for the Option in accordance with Section 8.8.1 with such Company's right to repurchase at such price lapsing at the same rate as the exercise provisions set forth in Optionee's Stock Option Agreement. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee's rights or increase the Optionee's obligations under such Option. However, a termination of the Option in which the Optionee receives a cash payment equal to the difference between the Fair Market Value and the Exercise Price for all shares subject to exercise under any outstanding Option shall not be deemed to impair any rights of the Optionee or increase the Optionee's obligations under such Option.

 

SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

 

7.1 Stock Purchase Agreement. Each award or sale of shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

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7.2 Duration of Offers. Unless otherwise provided in the Stock Purchase Agreement, any right to acquire shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 15 days after the grant of such right was communicated to the Purchaser by the Company.

 

7.3 Purchase Price.

 

7.3.1 In General. Each Stock Purchase Agreement shall state the price at which the Stock subject to such Stock Purchase Agreement may be purchased (the "Purchase Price"), which, with respect to Stock Purchase Rights, shall be determined in the sole discretion of the Administrator.

 

7.3.2 Payment of Purchase Price. The Purchase Price shall be payable in a form described in Section 8.

 

7.4 Withholding Taxes. As a condition to the purchase of shares, the Purchaser shall make such arrangements as the Board may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

 

SECTION 8: PAYMENT; RESTRICTIONS

 

8.1 General Rule. The entire Purchase Price or Exercise Price of shares issued under the Plan shall be payable in full by, as applicable, cash or certified check for an amount equal to the aggregate Purchase Price or Exercise Price for the number of shares being purchased, or in the discretion of the Administrator, upon such terms as the Administrator shall approve, (i) in the case of an Option and provided the Company's stock is publicly traded, by a copy of instructions to a broker directing such broker to sell the Stock for which such Option is exercised, and to remit to the Company the aggregate Exercise Price of such Options (a "cashless exercise"), (ii) in the case of an Option or a sale of Stock, by paying all or a portion of the Exercise Price or Purchase Price for the number of shares being purchased by tendering Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate Purchase Price of the Stock with respect to which such Option or portion thereof is thereby exercised or Stock acquired (a "stock-for-stock exercise") or (iii) by a stock-for-stock exercise by means of attestation whereby the Optionee identifies for delivery specific shares of Stock already owned by Optionee and receives a number of shares of Stock equal to the difference between the Option shares thereby exercised and the identified attestation shares of Stock (an "attestation exercise").

 

8.2 Withholding Payment. The Purchase Price or Exercise Price shall include payment of the amount of all federal, state, local or other income, excise or employment taxes subject to withholding (if any) by the Company or any parent or subsidiary corporation as a result of the exercise of a Stock Option. The Optionee may pay all or a portion of the tax withholding by cash or check payable to the Company, or, at the discretion of the Administrator, upon such terms as the Administrator shall approve, by (i) cashless exercise or attestation exercise; (ii) stock-for-stock exercise; (iii) in the case of an Option, by paying all or a portion of the tax withholding for the number of shares being purchased by withholding shares from any transfer or payment to the Optionee ("Stock withholding"); or (iv) a combination of one or more of the foregoing payment methods. Any shares issued pursuant to the exercise of an Option and transferred by the Optionee to the Company for the purpose of satisfying any withholding obligation shall not again be available for purposes of the Plan. The Fair Market Value of the number of shares subject to

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Stock withholding shall not exceed an amount equal to the applicable minimum required tax withholding rates.

 

8.3 Services Rendered. At the discretion of the Administrator, shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

 

8.4 Promissory Note. To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, in the discretion of the Administrator, upon such terms as the Administrator shall approve, all or a portion of the Exercise Price or Purchase Price (as the case may be) of shares issued under the Plan may be paid with a full-recourse promissory note. However, in the event there is a stated par value of the shares and applicable law requires, the par value of the shares, if newly issued, shall be paid in cash or cash equivalents. The shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon, and held in the possession of the Company until said amounts are repaid in full. The interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Administrator (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note. Unless the Administrator determines otherwise, shares of Stock having a Fair Market Value at least equal to the principal amount of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan and such pledge shall be evidenced by a pledge agreement, the terms of which shall be determined by the Administrator, in its discretion; provided, however, that each loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction.

 

8.5 Exercise/Pledge. To the extent that a Stock Option Agreement or Stock Purchase Agreement so allows and if Stock is publicly traded, in the discretion of the Administrator, upon such terms as the Administrator shall approve, payment may be made all or in part by the delivery (on a form prescribed by the Administrator) of an irrevocable direction to pledge shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

 

8.6 Written Notice. The purchaser shall deliver a written notice to the Administrator requesting that the Company direct the transfer agent to issue to the purchaser (or to his designee) a certificate for the number of shares of Common Stock being exercised or purchased or, in the case of a cashless exercise or share withholding exercise, for any shares that were not sold in the cashless exercise or withheld.

 

8.7 First Refusal Right. Each Stock Option Agreement and Stock Purchase Agreement may provide that the Company shall have the right of first refusal (the "First Refusal Right"), exercisable in connection with any proposed sale, hypothecation or other disposition of the Stock purchased by the Optionee or Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and in the event the holder of such Stock desires to accept a bona fide third-party offer for any or all of such Stock, the Stock shall first be offered to the Company upon the same terms and conditions as are set forth in the bona fide offer.

 

8.8 Repurchase Rights. Following a termination of the Participant's Service, the Company may repurchase the Participant's Rights as provided in this Section 8.8 (the "Repurchase Right").

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8.8.1 Repurchase Price. Following a termination of the Participant's Service the Repurchase Right shall be exercisable at a price equal to (i) the Fair Market Value of vested Stock or, in the case of exercisable options, the Fair Market Value of the Stock underlying such unexercised options less the Exercise Price, or (ii) the Purchase Price or Exercise Price, as the case may be, of unvested Stock; provided, however, the right to repurchase unvested stock as described in Section 8.8.1(ii) shall lapse at a rate of at least 33.33% per year over three years from the date the Right is granted.

 

8.8.2 Exercise of Repurchase Right. A Repurchase Right may be exercised only within 90 days after the termination of the Participant's Service (or in the case of Stock issued upon exercise of an Option or after the date of termination or the purchase of Stock under a Stock Purchase Agreement after the date of termination, within 90 days after the date of the exercise or Stock purchase, whichever is applicable) for cash or for cancellation of indebtedness incurred in purchasing the shares.

 

8.9 Termination of Repurchase and First Refusal Rights. Each Stock Option Agreement and Stock Purchase Agreement shall provide that the Repurchase Rights and First Refusal Rights shall have no effect with respect to, or shall lapse and cease to have effect when the issuer's securities become publicly traded or a determination is made by counsel for the Company that such Repurchase Rights and First Refusal Rights are not permitted under applicable federal or state securities laws.

 

8.10 No Transferability. Except as provided herein, a Participant may not assign, sell or transfer Rights, in whole or in part, other than by testament or by operation of the laws of descent and distribution.

 

8.10.1 Permitted Transfer of Non-Qualified Option. The Administrator, in its sole discretion may permit the transfer of a Non-Qualified Option (but not an ISO or Stock Purchase Right) as follows: (i) by gift to a member of the Participant's immediate family, or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the Settlor (either or both (i) or (ii) referred to as a "Permitted Transferee"). For purposes of this Section 8.10.1, "immediate family" shall mean the Optionee's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.

 

8.10.2 Conditions of Permitted Transfer. A transfer permitted under this Section 8.10 hereof may be made only upon written notice to and approval thereof by Administrator. A Permitted Transferee may not further assign, sell or transfer the transferred Option, in whole or in part, other than by testament or by operation of the laws of descent and distribution. A Permitted Transferee shall agree in writing to be bound by the provisions of this Plan, which a copy of said agreement shall be provided to the Administrator for approval prior to the transfer.

 

SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

 

9.1 Effect of Certain Changes.

 

9.1.1 Stock Dividends, Splits, Etc. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, then (i) the number of shares of Stock

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available for Rights, (ii) the number of shares of Stock covered by outstanding Rights, and (iii) the Exercise Price or Purchase Price of any Stock Option or Purchase Right, in effect prior to such change, shall be proportionately adjusted by the Administrator to reflect any increase or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from the adjustment shall be eliminated.

 

9.1.2 Liquidation, Dissolution, Merger or Consolidation. In the event of a dissolution or liquidation of the Company, or any corporate separation or division, including, but not limited to, a split-up, a split-off or a spin-off, or a sale of substantially all of the assets of the Company; a merger or consolidation in which the Company is not the Surviving Entity; or a reverse merger in which the Company is the Surviving Entity, but the shares of Company stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then, the Company, to the extent permitted by applicable law, but otherwise in its sole discretion may provide for: (i) the continuation of outstanding Rights by the Company (if the Company is the Surviving Entity); (ii) the assumption of the Plan and such outstanding Rights by the Surviving Entity or its parent; (iii) the substitution by the Surviving Entity or its parent of Rights with substantially the same terms for such outstanding Rights; or (iv) the cancellation of such outstanding Rights without payment of any consideration, provided that if such Rights would be canceled in accordance with the foregoing, the Participant shall have the right, exercisable during the later of the ten-day period ending on the fifth day prior to such merger or consolidation or ten days after the Administrator provides the Rights holder a notice of cancellation, to exercise such Rights in whole or in part without regard to any installment exercise provisions in the Rights agreement.

 

9.1.3 Par Value Changes. In the event of a change in the Stock of the Company as presently constituted which is limited to a change of all of its authorized shares with par value, into the same number of shares without par value, or a change in the par value, the shares resulting from any such change shall be "Stock" within the meaning of the Plan.

 

9.2 Decision of Administrator Final. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive; provided, however, that each ISO granted pursuant to the Plan shall not be adjusted in a manner that causes such Stock Option to fail to continue to qualify as an ISO without the prior consent of the Optionee thereof.

 

9.3 No Other Rights. Except as hereinbefore expressly provided in this Section 9, no Participant shall have any rights by reason of any subdivision or consolidation of shares of Company stock or the payment of any dividend or any other increase or decrease in the number of shares of Company stock of any class or by reason of any of the events described in Section 9.1, above, or any other issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class; and, except as provided in this Section 9, none of the foregoing events shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Stock subject to Rights. The grant of a Right pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets.

 

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9.4 Market Stand-Off. Each Stock Option Agreement and Stock Purchase Agreement shall provide that, in connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, including the Company's initial public offering, the Participant shall agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the "Market Stand-Off").

 

SECTION 10: AMENDMENT AND TERMINATION

 

The Board may amend, suspend or terminate the Plan at any time and for any reason. At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent on stockholder approval.

 

SECTION 11: GENERAL PROVISIONS

 

11.1 General Restrictions.

 

11.1.1 No View to Distribute. The Administrator may require each person acquiring shares of Stock pursuant to the Plan to represent to and agree with the Company in writing that such person is acquiring the shares without a view towards distribution thereof. The certificates for such shares may include any legend that the Administrator deems appropriate to reflect any restrictions on transfer.

 

11.1.2 Legends. All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable federal or state securities laws, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

 

11.1.3 No Rights as Stockholder. Except as specifically provided in this Plan, a Participant or a transferee of a Right shall have no rights as a stockholder with respect to any shares covered by the Rights until the date of the issuance of a Stock certificate to him or her for such shares, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Stock certificate is issued, except as provided in Section 9.1, hereof.

 

11.2 Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

 

11.3 Disqualifying Dispositions. Any Participant who shall make a "disposition" (as defined in Section 424 of the Code) of all or any portion of an ISO within two years from the date of grant of such ISO or within one year after the issuance of the shares of Stock acquired upon

13  
 

exercise of such ISO shall be required to immediately advise the Company in writing as to the occurrence of the sale and the price realized upon the sale of such shares of Stock.

 

11.4 Regulatory Matters. Each Stock Option Agreement and Stock Purchase Agreement shall provide that no shares shall be purchased or sold thereunder unless and until (i) any then applicable requirements of state or federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel and (ii) if required to do so by the Company, the Optionee or Offeree shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Board or Committee may require.

 

11.5 Recapitalizations. Each Stock Option Agreement and Stock Purchase Agreement shall contain provisions required to reflect the provisions of Section 9.

 

11.6 Delivery. Upon exercise of a Right granted under this Plan, the Company shall issue Stock or pay any amounts due within a reasonable period of time thereafter. Subject to any statutory obligations the Company may otherwise have, for purposes of this Plan, thirty days shall be considered a reasonable period of time.

 

11.7 Other Provisions. The Stock Option Agreements and Stock Purchase Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan, including, without limitation, restrictions upon the exercise of the Rights, as the Administrator may deem advisable.

 

SECTION 12: INFORMATION TO PARTICIPANTS

 

To the extent necessary to comply with Florida law, the Company each year shall furnish to Participants its balance sheet and income statement unless such Participants are limited to key Employees whose duties with the Company assure them access to equivalent information.

 

SECTION 13: STOCKHOLDERS AGREEMENT

 

As a condition to the transfer of Stock pursuant to a Right granted under this Plan, the Administrator, in its sole and absolute discretion, may require the Participant to execute and become a party to any agreement by and among the Company and any of its stockholders which exists on or after the Date of Grant (the "Stockholders Agreement"). If the Participant becomes a party to a Stockholders Agreement, in addition to the terms of this Plan and the Stock Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to which the Stock is transferred, the terms and conditions of the Stockholders Agreement shall govern Participant's rights in and to the Stock; and if there is any conflict between the provisions of the Stockholders Agreement and this Plan or any conflict between the provisions of the Stockholders Agreement and the Stock Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to which the Stock is transferred, the provisions of the Stockholders Agreement shall be controlling. Notwithstanding anything to the contrary in this Section 13, if the Stockholders Agreement contains any provisions which would violate the Florida Corporations Code if applied to the Participant, the terms of this Plan and the Stock Option Agreement or Stock Purchase Agreement (whichever is applicable) pursuant to which the Stock is transferred shall govern the Participant's rights with respect to such provisions.

 

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SECTION 14: EFFECTIVE DATE OF PLAN

 

The effective date of this Plan is December 1, 2016. The adoption of the Plan is subject to approval by the Company's stockholders, which approval must be obtained within 12 months from the date the Plan is adopted by the Board. In the event that the stockholders fail to approve the Plan within 12 months after its adoption by the Board, any grants of Options or sales or awards of shares that have already occurred shall be rescinded, and no additional grants, sales or awards shall be made thereafter under the Plan.

 

SECTION 15: TERM OF PLAN

 

The Plan shall terminate automatically on December 1, 2026, but no later than the tenth (10th) anniversary of the effective date. No Right shall be granted pursuant to the Plan after such date, but Rights theretofore granted may extend beyond that date. The Plan may be terminated on any earlier date pursuant to Section 10 hereof.

 

SECTION 16: EXECUTION

 

To record the adoption of the Plan by the Board, the Company has caused its authorized officer to execute the same as of ________________________, 2017.

 

 

 

TPT GLOBAL TECH, INC.

 

 

By: __________________________________________

Stephen J. Thomas, III, Chief Executive Officer

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STOCK OPTION AGREEMENT

2017 TPT GLOBAL TECH, INC.

STOCK OPTION AND INCENTIVE AWARD PLAN

Notice Of Stock Option Grant

 

You have been granted the following option to purchase Common Stock of TPT GLOBAL TECH, INC. (the "Company"):

 

Name of Optionee:

 

Total Number of Shares Granted:

 

Type of Option:

 

Exercise Price Per Share:

 

Date of Grant:

 

Vesting Commencement Date:

 

Vesting Schedule:

 

Expiration Date:

 

By your signature and the signature of the Company's authorized representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN and the STOCK OPTION AGREEMENT, both of which are attached hereto and are incorporated herein by reference. Optionee hereby represents that both the option and any shares acquired upon exercise of the option have been or will be acquired for investment for his own account and not with a view to or for sale in connection with any distribution or resale of the security.

 

Optionee: TPT GLOBAL TECH, INC.
By: By:
Name: Stephen J. Thomas, III
  CEO

 

 

 

 

 

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ANNEX I

 

 

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

 

 

2017 TPT GLOBAL TECH, INC.

STOCK OPTION AND AWARD INCENTIVE PLAN:

STOCK OPTION AGREEMENT

 

SECTION 1: GRANT OF OPTION

 

1.1 Option. On the terms and conditions set forth in the notice of stock option grant to which this agreement (the "Agreement") is attached (the "Notice of Stock Option Grant") and this agreement, the Company grants to the individual named in the Notice of Stock Option Grant (the "Optionee") the option to purchase at the exercise price specified in the Notice of Stock Option Grant (the "Exercise Price") the number of Shares set forth in the Notice of Stock Option Grant. This option is intended to be either an ISO or a Non-Qualified Stock Option, as provided in the Notice of Stock Option Grant.

 

1.2 Stock Plan and Defined Terms. This option is granted pursuant to and subject to the terms of the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN, as in effect on the date specified in the Notice of Stock Option Grant (which date shall be the later of (i) the date on which the Board resolved to grant this option, or (ii) the first day of the Optionee's Service) and as amended from time to time (the "Plan"), a copy of which is attached hereto and which the Optionee acknowledges having received. Capitalized terms not otherwise defined in this Agreement have the definitions ascribed to them in the Plan.

 

SECTION 2: RIGHT TO EXERCISE

 

2.1 Exercisability. Subject to Sections 2.2 and 2.3 below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7. In addition, all of the remaining unexercised options shall become vested and fully exercisable if (i) a Change in Control occurs before the Optionee's Service terminates, and (ii) the option is not assumed or an equivalent option is not substituted by the successor entity that employs the Optionee immediately after the Change in Control or by its parent or subsidiary.

 

2.2 Limitation. If this option is designated as an ISO in the Notice of Stock Option Grant, then to the extent (and only to the extent) the Optionee's right to exercise this option causes this option (in whole or in part) to not be treated as an ISO by reason of the $100,000 annual limitation under Section 422(d) of the Code, such options shall be treated as Non-Qualified Stock

Options, but shall be exercisable by their terms. The determination of options to be treated as Non-Qualified Stock Options shall be made by taking options into account in the order in which they are granted. If the terms of this option cause the $100,000 annual limitation under Section

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422(d) of the Code to be exceeded, a pro rata portion of each exercise shall be treated as the exercise of a Non-Qualified Stock Option.

 

2.3 Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company's stockholders.

 

SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

 

Except as provided herein, an Optionee may not assign, sell or transfer the option, in whole or in part, other than by testament or by operation of the laws of descent and distribution. The Administrator, in its sole discretion may permit the transfer of a Non-Qualified Option (but not an ISO) as follows: (i) by gift to a member of the Participant's immediate family, or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the Settlor (either or both (i) or (ii) referred to as a "Permitted Transferee"). For purposes of this Section 3, "immediate family" shall mean the Optionee's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships. A transfer permitted under this Section 3 hereof may be made only upon written notice to and approval thereof by Administrator. A Permitted Transferee may not further assign, sell or transfer the transferred option, in whole or in part, other than by testament or by operation of the laws of descent and distribution. A Permitted Transferee shall agree in writing to be bound by the provisions of this Plan, which agreement shall be submitted to and approved by the Administrator before the transfer.

 

SECTION 4: EXERCISE PROCEDURES

 

4.1 Notice of Exercise. The Optionee or the Optionee's representative may exercise this option by delivering a written notice in the form of Exhibit A attached hereto ("Notice of Exercise") to the Company in the manner specified pursuant to Section 14.4 hereof. Such Notice of Exercise shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment, which must comply with Section 5. The Notice of Exercise shall be signed by the person who is entitled to exercise this option. In the event that this option is to be exercised by the Optionee's representative, the notice shall be accompanied by proof (satisfactory to the Company) of the representative's right to exercise this option.

 

4.2 Issuance of Shares. After receiving a proper Notice of Exercise, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this option (or in the names of such person and his or her spouse as community property or as joint tenants with right of survivorship). The Company shall cause such certificate or certificates to be deposited in escrow or delivered to or upon the order of the person exercising this option.

 

4.3 Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option, and shall provide to the Company his/her/its social security number or employment identification number.

 

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SECTION 5: PAYMENT FOR STOCK

 

5.1 General Rule. The entire Exercise Price of Shares issued under the Plan shall be payable in full by cash or cashier's check for an amount equal to the aggregate Exercise Price for the number of shares being purchased. Alternatively, in the sole discretion of the Plan Administrator and upon such terms as the Plan Administrator shall approve, the Exercise Price may be paid by:

 

5.1.1 Cashless Exercise. Provided the Company's Common Stock is publicly traded, a copy of instructions to a broker directing such broker to sell the Shares for which this option is exercised, and to remit to the Company the aggregate Exercise Price of such option ("Cashless Exercise");

 

5.1.2 Stock-For-Stock Exercise. Paying all or a portion of the Exercise Price for the number of Shares being purchased by tendering Shares owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised (the "Purchase Price") or the aggregate Purchase Price of the shares with respect to which this option or portion hereof is exercised ("Stock-for-Stock Exercise"); or

 

5.1.3 Attestation Exercise. By a stock for stock exercise by means of attestation whereby the Optionee identifies for delivery specific Shares already owned by Optionee and receives a number of Shares equal to the difference between the Option Shares thereby exercised and the identified attestation Shares ("Attestation Exercise").

 

5.2 Withholding Payment. The Exercise Price shall include payment of the amount of all federal, state, local or other income, excise or employment taxes subject to withholding (if any) by the Company or any parent or subsidiary corporation as a result of the exercise of a Stock Option. The Optionee may pay all or a portion of the tax withholding by cash or check payable to the Company, or, at the discretion of the Administrator, upon such terms as the Administrator shall approve, by (i) Cashless Exercise or Attestation Exercise; (ii) Stock-for-Stock Exercise; (iii) in the case of an Option, by paying all or a portion of the tax withholding for the number of shares being purchased by withholding shares from any transfer or payment to the Optionee ("Stock withholding"); or (iv) a combination of one or more of the foregoing payment methods. Any shares issued pursuant to the exercise of an Option and transferred by the Optionee to the Company for the purpose of satisfying any withholding obligation shall not again be available for purposes of the Plan. The fair market value of the number of shares subject to Stock withholding shall not exceed an amount equal to the applicable minimum required tax withholding rates.

 

5.3 Promissory Note. The Plan Administrator, in its sole discretion, upon such terms as the Plan Administrator shall approve, may permit all or a portion of the Exercise Price of Shares issued under the Plan to be paid with a full-recourse promissory note. However, in the event there is a stated par value of the shares and applicable law requires, the par value of the shares, if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon, and shall be held in the possession of the Company until the promissory note is repaid in full. Subject to the foregoing, the Plan Administrator (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note.

 

19  
 

5.4 Exercise/Pledge. In the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, payment may be made all or in part by the delivery (on a form prescribed by the Plan Administrator) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

 

SECTION 6: TERM AND EXPIRATION

 

6.1 Basic Term. This option shall expire and shall not be exercisable after the expiration of the earliest of (i) the Expiration Date specified in the Notice of Stock Option Grant, (ii) three months after the date the Optionee's Service with the Company and its Subsidiaries terminates if such termination is for any reason other than death, Disability or Cause, (iii) one year after the date the Optionee's Service with the Company and its Subsidiaries terminates if such termination is a result of death or Disability, and (iv) if the Optionee's Service with the Company and its Subsidiaries terminates for Cause, all outstanding Options granted to such Optionee shall expire as of the commencement of business on the date of such termination. Outstanding Options that are not exercisable at the time of termination of employment for any reason shall expire at the close of business on the date of such termination. The Plan Administrator shall have the sole discretion to determine when this option is to expire. For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave to the extent required by applicable law. To the extent applicable law does not require such a leave to be deemed to continue while the Optionee is on a bona fide leave of absence, such leave shall be deemed to continue if, and only if, expressly provided in writing by the Administrator or a duly authorized officer of the Company, Parent or Subsidiary for whom Optionee provides his or her services.

 

6.2 Exercise After Death. All or part of this option may be exercised at any time before its expiration under Section 6.1 above by the executors or administrators of the Optionee's estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee's death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Share that is subject to the Right of Repurchase (as such term is defined in below) (the "Restricted Stock").

 

6.3 Notice Concerning ISO Treatment. If this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent it is exercised (i) more than three months after the date the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code), (ii) more than 12 months after the date the Optionee ceases to be an Employee by reason of such permanent and total disability, or (iii) after the Optionee has been on a leave of absence for more than 90 days, unless the Optionee's reemployment rights are guaranteed by statute or by contract.

 

 

 

20  
 

SECTION 7: RIGHT OF REPURCHASE

 

7.1 Option Repurchase Right. Following a termination of the Optionee's Service, the Company shall have the option to repurchase the Optionee's vested and exercisable options at a price equal to the Fair Market Value of the Stock underlying such options, less the Exercise Price (the "Option Repurchase Right").

 

7.2 Stock Repurchase Right. Unless they have become vested in accordance with the Notice of Stock Option Grant and Section 7.4 below, the stock acquired under this Agreement initially shall be Restricted Stock and shall be subject to a right (but not an obligation) of repurchase by the Company, which shall be exercisable at a price equal to the Exercise Price paid for the Restricted Stock (the "Stock Repurchase Right"). Vested stock acquired under this Agreement shall be subject to a right (but not an obligation) of repurchase by the Company, which shall be exercisable at a price equal to the Fair Market Value of the vested Stock.

 

7.3 Condition Precedent to Exercise. The Option Repurchase Right and Stock Repurchase Rights (collectively, the "Right of Repurchase") shall be exercisable over Restricted Stock only during the 90-day period next following the later of:

 

7.3.1 The date when the Optionee's Service terminates for any reason, with or without Cause, including (without limitation) death or disability; or

 

7.3.2 The date when this option was exercised by the Optionee, the executors or administrators of the Optionee's estate, or any person who has acquired this option directly from the Optionee by bequest, inheritance or beneficiary designation.

 

7.4 Lapse of Right of Repurchase. The Right of Repurchase shall lapse with respect to the Shares subject to this option in accordance with the vesting schedule set forth in the Notice of Stock Option Grant. In addition, the Right of Repurchase shall lapse and all of the remaining Restricted Stock shall become vested if (i) a Change in Control occurs before the Optionee's Service terminates, and (ii) the Right of Repurchase is not assigned to the entity that employs the Optionee immediately after the Change in Control or to its parent or subsidiary. The Right of Repurchase shall lapse with respect to (i) Shares that are registered under a then currently effective registration statement under applicable federal securities laws and the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or becomes an investment company registered or required to be registered under the Investment Company Act of 1940, or (ii) Shares for which a determination is made by counsel for the Company that such Exercise Price restrictions are not required in the circumstances under applicable federal or state securities laws.

 

7.5 Exercise of Right of Repurchase. The Company shall exercise the Right of Repurchase by written notice delivered to the Optionee prior to the expiration of the 90-day period specified in Section 7.3 above. The notice shall set forth the date on which the repurchase is to be effected, which must occur within 31 days of the notice. The certificate(s) representing the Restricted Stock to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the Purchase Price determined according to this Section 7. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Stock. The Right of Repurchase shall terminate with respect to any Restricted Stock for which it has not been timely exercised pursuant to this Section 7.5.

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7.6 Rights of Repurchase Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, an extraordinary dividend payable in a form other than stock, recapitalization, combination or reclassification, or a similar transaction affecting the Company's outstanding securities without receipt of consideration, then (i) any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) distributed with respect to any Restricted Stock (or into which such Restricted Stock thereby become convertible) shall immediately be subject to the Right of Repurchase; and (ii) appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Restricted Stock and to the price per share to be paid upon the exercise of the Right of Repurchase; provided, however, that the aggregate Purchase Price payable for the Restricted Stock shall remain the same.

 

7.7 Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Restricted Stock to be repurchased in accordance with this Section 7, then after such time the person from whom such Restricted Stock is to be repurchased shall no longer have any rights as a holder of such Restricted Stock (other than the right to receive payment of such consideration in accordance with this Agreement). Such Restricted Stock shall be deemed to have been repurchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefore have been delivered as required by this Agreement.

 

7.8 Escrow. Upon issuance, the certificates for Restricted Stock shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 7.6 above shall immediately be delivered to the Company to be held in escrow, but only to the extent the Shares are at the time Restricted Stock. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for repurchase and cancellation upon the Company's exercise of its Right of Repurchase or Right of First Refusal or (ii) released to the Optionee upon the Optionee's request to the extent the Shares are no longer Restricted Stock (but not more frequently than once every six months). In any event, all Shares which have vested (and any other vested assets and securities attributable thereto) shall be released within 60 days after the earlier of (i) the Optionee's cessation of Service or (ii) the lapse of the Right of First Refusal.

 

SECTION 8: RIGHT OF FIRST REFUSAL

 

8.1 Right of First Refusal. In the event that the Company's stock is not readily tradable on an established securities market and the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, to any person, entity or organization (the "Transferee") the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares (the "Right of First Refusal"). If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written transfer notice ("Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in

22  
 

the Transfer Notice by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Section 8.1 shall be freely assignable, in whole or in part.

 

8.2 Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any Shares subject to this Section 8 or into which such Shares thereby become convertible shall immediately be subject to this Section 8. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

 

8.3 Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by this Section 8.

 

8.4 Permitted Transfers. This Section 8 shall not apply to a transfer (i) by gift to a member of the Participant's immediate family or (ii) by transfer by instrument to a trust providing that the Option is to be passed to beneficiaries upon death of the Settlor. For purposes of this Section 8.4, "immediate family" shall mean the Optionee's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.

 

8.5 Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefore have been delivered as required by this Agreement.

 

SECTION 9: OBLIGATION TO SELL.

 

Notwithstanding anything herein to the contrary, if at any time following Optionee's acquisition of Shares hereunder, stockholders of the Company owning 51% or more of the shares of the Company (on a fully diluted basis) (the "Control Sellers") enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each stockholder who is not a Control Seller (a "Non-Control Seller") to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, which is controlled by, or which is under common control with, the Control Seller.

23  
 

SECTION 10: STOCKHOLDERS AGREEMENT

 

As a condition to the transfer of Stock pursuant to this Stock Option Agreement, the Administrator, in its sole and absolute discretion, may require the Participant to execute and become a party to any agreement by and among the Company and any of its stockholders which exists on or after the Date of Grant (the "Stockholders Agreement"). If the Participant becomes a party to a Stockholders Agreement, in addition to the terms of the Plan and this Stock Option Agreement, the terms and conditions of Stockholders Agreement shall govern Participant's rights in and to the Stock; and if there is any conflict between the provisions of the Stockholders Agreement and the Plan or any conflict between the provisions of the Stockholders Agreement and this Stock Option Agreement, the provisions of the Stockholders Agreement shall be controlling. Notwithstanding anything to the contrary in this Section 10, if the Stockholders Agreement contains any provisions which would violate Florida corporate law if applied to the Participant, the terms of the Plan and this Stock Option Agreement shall govern the Participant's rights with respect to such provisions.

 

SECTION 11: LEGALITY OF INITIAL ISSUANCE

 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

 

11.1 It and the Optionee have taken any actions required to register the Shares, provided the Stock is publicly traded, under the Securities Act of 1933, as amended (the "Securities Act"), or to perfect an exemption from the registration requirements thereof;

 

11.2 Any applicable listing requirement of any stock exchange on which Stock is listed has been satisfied; and

 

11.3 Any other applicable provision of state or federal law has been satisfied.

 

SECTION 12: NO REGISTRATION RIGHTS

 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

 

SECTION 13: RESTRICTIONS ON TRANSFER

 

13.1 Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company, at its discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

 

13.2 Market Stand-Off. In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Act, including the Company's initial public offering (a "Public Offering"), the Optionee shall not transfer for value any shares of Stock without the prior written consent of the Company or its

24  
 

underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the "Market Stand-Off"). The Market Stand-off shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period.

 

13.3 Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

 

13.4 Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

 

13.5 Legends. All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

 

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

 

13.6 Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement no longer is required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

 

13.7 Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 13 shall be conclusive and binding on the Optionee and all other persons.

 

SECTION 14: MISCELLANEOUS PROVISIONS

 

14.1 Rights as a Stockholder. Neither the Optionee nor the Optionee's representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee's representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to Section 4 and Section 5 hereof.

 

25  
 

14.2 Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, then (i) the number of shares subject to this option and (ii) the Exercise Price of this option, in effect prior to such change, shall be proportionately adjusted to reflect any increase or decrease in the number of issued shares of Stock; provided, however, that any fractional shares resulting from the adjustment shall be eliminated.

 

14.3 No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

 

14.4 Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed the Optionee at the address set forth in the records of the Company. Notice shall be addressed to the Company at:

 

TPT GLOBAL TECH, INC.

Attn: Stephen J. Thomas, III, CEO

501 West Broadway, Suite 800

San Diego, CA 92101

 

14.5 Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

 

14.6 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CHOICE OF LAWS PROVISIONS, AS FLORIDA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

 

14.7 Attorneys' Fees. In the event that any action, suit or proceeding is instituted upon any breach of this Agreement, the prevailing party shall be paid by the other party thereto an amount equal to all of the prevailing party's costs and expenses, including attorneys' fees incurred in each and every such action, suit or proceeding (including any and all appeals or petitions therefrom). As used in this Agreement, "attorneys' fees" shall mean the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

26  
 

EXHIBIT A

TO

2017 TPT GLOBAL TECH, INC.

STOCK OPTION AND AWARD INCENTIVE PLAN:

STOCK OPTION AGREEMENT

ANNEX I

 

 

NOTICE OF EXERCISE

 

(To be signed only upon exercise of the Option)

 

TPT GLOBAL TECH, INC.

Attn: Stephen J. Thomas, III, CEO

501 West Broadway, Suite 800

San Diego, CA 92101

 

The undersigned, the holder of the enclosed Stock Option Agreement, hereby irrevocably elects to exercise the purchase rights represented by the Option and to purchase thereunder __________* shares of Common Stock of TPT GLOBAL TECH, INC. (the "Company"), and herewith encloses payment of $_______ and/or _________ shares of the Company's common stock in full payment of the purchase price of such shares being purchased.

 

 

Dated:

 

------------------------------

 

NOTICE: YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

 

(Signature must conform in all respects to name of holder as specified on the face of the Option)

 

 

 

--------------------------------------------------------------

 

--------------------------------------------------------------

(Please Print Name)

 

 

--------------------------------------------------------------

 

--------------------------------------------------------------

(Address)

 

 

* Insert here the number of shares called for on the face of the Option, or, in the case of a partial exercise, the number of shares being exercised, in either case without making any adjustment for additional Common Stock of the Company, other securities or property that, pursuant to the adjustment provisions of the Option, may be deliverable upon exercise.

27  
 

FORM OF RESOLUTIONS FOR OPTION GRANTS

 

 

RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

TPT GLOBAL TECH, INC.

 

As of ______________, 20__

 

The undersigned directors, constituting the entire board of directors (the "Board") of TPT GLOBAL TECH, INC., a Florida Corporation (the "Company"), hereby take the following actions, adopt the following resolutions, and transact the following business, by written consent without a meeting, as of the date above written, pursuant to the applicable corporate laws of the State of Florida and the Company's Bylaws.

 

WHEREAS, the Company previously adopted the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"), and has delegated the responsibility to administer the Plan to the Board;

 

WHEREAS, Twenty Million (20,000,000) shares of Common Stock of the Company were originally reserved for issuance under the Plan;

 

WHEREAS, as of the date hereof, _____________ shares remain available for issuance under the Plan; and

 

WHEREAS, the Board has determined that it is in the best interests of this Company and its stockholders to provide, under the Plan, equity incentives to those employees, directors and/or consultants of the Company identified below.

 

NOW, THEREFORE, BE IT RESOLVED, that the persons listed on the Exhibit A, which is attached hereto and incorporated herein by reference, which exhibit was reviewed by the Board and shall be included with this Consent, are hereby granted, as of the date hereof, an option (the "Option") to purchase the number of shares with the vesting schedule and exercise price as set forth in Exhibit A;

 

RESOLVED FURTHER, that each of the Options shall be either a Non-Qualified Stock Option or an ISO (as such terms are defined in the Plan) as specified in Exhibit A;

 

RESOLVED FURTHER, that the Options shall be evidenced by stock option agreements and be subject to the restrictions (including transfer and/or repurchase rights), if any, set forth in such stock option agreements;

 

RESOLVED FURTHER, that the Options shall be granted pursuant to the exemptions provided under Section 701 of the Securities Act Rules and Florida Securities Laws;

 

RESOLVED FURTHER, that there is hereby reserved and set aside under the Plan the number of shares adequate to cover the shares underlying the Options granted herein; and

 

RESOLVED FURTHER, that the officers of this Company, and each of them, be, and they hereby are, authorized, directed and empowered for and on behalf of the Company to do or cause to be done all such acts and things and to sign, deliver and/or file all such documents and notices

28  
 

as any of such officers may deem necessary or advisable in order to carry out and perform the foregoing resolutions and the intention thereof.

 

The Secretary of the Corporation is directed to file the original executed copy of this Consent with the minutes of proceedings of the Board.

 

IN WITNESS WHEREOF, each of the undersigned has executed this consent as of the date first written above.

 

DIRECTORS:

 

     
Stephen J. Thomas, III, Chairman   Richard Eberhardt, Director
     
     

 

 

 

29  
 

EXHIBIT A

TO

FORM OF RESOLUTIONS FOR OPTION GRANTS

 

 

 

Stock Option Grant Information

 

Name No. Shares ISO or NQSO Exercise Price* Vesting Schedule
         
         
         
         
         
         
         
         
         

 

 

* In the case of an ISO, the per share exercise price must be at least 100% of the Fair Market Value (as such term is defined in the Plan) of the underlying share as of the date of grant. In the case of a NQSO, the per share exercise price must be at least 85% of the Fair Market Value of the underlying share as of the date of grant.

 

30  
 

STOCK PURCHASE AGREEMENT

 

 

 

 

 

31  
 

 

 

 

 

STOCK PURCHASE CERTIFICATE

 

THIS IS TO CERTIFY that TPT GLOBAL TECH, INC., a Florida corporation (the "Company"), has offered you (the "Purchaser") the right to purchase Common Stock (the "Stock" or "Shares") of the Company under its 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"), as follows:

 

Name of Purchaser:  
Address of Purchaser:  
   
Number of Shares:  
Purchase Price: $
Offer Grant Date:  
Offer Expiration Date: 15 days after the Offer Grant Date
Vesting Commencement Date:  
Vesting Schedule:  
   

 

 

By your signature and the signature of the Company's representative below, you and the Company agree to be bound by all of the terms and conditions of the Stock Purchase Agreement, which is attached hereto as Annex I and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this Agreement, Purchaser hereby irrevocably elects to exercise the purchase rights granted pursuant to the Stock Purchase Agreement and to purchase ________ shares of Stock of TPT GLOBAL TECH, INC., and herewith encloses payment of $____________ in payment of the purchase price of the shares being purchased.

 

PURCHASER:   TPT GLOBAL TECH, INC.
     
By:   By:
    Stephen J. Thomas, III
Print Name:   Its: CEO

 

 

 

 

32  
 

ANNEX I

to

STOCK PURCHASE AGREEMENT

 

 

THE STOCK GRANTED PURSUANT TO THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

 

 

2017 TPT GLOBAL TECH, INC.

STOCK OPTION AND AWARD INCENTIVE PLAN:

STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this "Agreement") is made and entered into on the execution date of the Stock Purchase Certificate to which it is attached (the "Certificate"), by and between TPT GLOBAL TECH, INC., a Florida corporation (the "Company"), and the Director, Employee or Consultant ("Purchaser") named in the Certificate.

 

Pursuant to the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (the "Plan"), the Administrator of the Plan has authorized the grant to Purchaser of the right to purchase shares of the Company's Common Stock, upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defied herein shall have the meanings ascribed to them in the Plan.

 

SECTION 1: THE OFFER.

 

1.1 Offer of the Stock. The Company hereby offers to sell to purchaser the number of shares of stock set forth in the certificate at the price and subject to the restrictions set forth in this Agreement (the shares of stock which you purchase under this agreement are referred to as the "Stock" or "Shares").

 

1.2 Purchase Price. The Purchase Price for the Stock is set forth in the Certificate.

 

1.3 Payment For The Stock. Purchaser may pay for the stock by delivering to the company the purchase price in the form of either (i) cash or cashier's check or (ii) your promissory note, in the form of the Promissory Note attached to this agreement as Exhibit A. If Purchaser pays for the stock by delivery of the Promissory Note, Purchaser must also deliver to the company at the same time one executed copy of both the Security Agreement attached as Exhibit B and the Stock Assignment attached as Exhibit C.

 

1.4 Expiration of Offer. This offer expires at 5:00 o'clock p.m. on the date set forth in the certificate.

 

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SECTION 2: ACCEPTANCE OF THE OFFER.

 

There is no obligation to exercise the rights granted to you under this Agreement, in whole or in part. Purchaser may purchase fewer shares than the number offered to Purchaser in this Agreement. If Purchaser decides to accept the offer and purchase any shares offered, Purchaser must do the following:

 

2.1 Complete Documents. Complete, sign and date one copy of the Certificate, and, if Purchaser is paying by delivery of a promissory note, one copy each of the attached Promissory Note, Security Agreement and Stock Assignment;

 

2.2 Spousal Consent. If Purchaser is married, Purchaser must have his or her spouse sign and date one copy of the attached Spousal Consent; and

 

2.3 Deliver to Company. Deliver to the Company on or before the time the offer expires, the signed copy of this Agreement, the Spousal Consent, and payment for the Stock, in cash, by cashier's check or by the Promissory Note. If Purchaser is paying for the stock by the Promissory Note, Purchaser must also deliver to the Company the executed original Promissory Note, Security Agreement and Stock Assignment.

 

Purchaser should retain a copy of all of the signed documents for his or her files, and if Purchaser does so, Purchaser should mark the retained copy of the Promissory Note "COPY." THE SIGNED PROMISSORY NOTE IS A NEGOTIABLE INSTRUMENT AND IS ENFORCEABLE AGAINST PURCHASER BY ANY HOLDER OF THE PROMISSORY NOTE, AND ANY ADDITIONAL SIGNED COPIES WHICH ARE NOT MARKED "COPY" MAY ALSO BE NEGOTIABLE INSTRUMENTS WHICH ARE ENFORCEABLE AGAINST PURCHASER BY THEIR HOLDER.

 

SECTION 3: RESTRICTIONS ON THE STOCK.

 

3.1 Restrictions on Transfer of Shares. Purchaser shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, or otherwise dispose or transfer for value (each a "Transfer") or otherwise agree to engage in any of the foregoing transactions with respect to any shares of Stock. The Company shall not be required to register any such Transfer and the Company may instruct its transfer agent not to register any such Transfer, unless and until all of the following events shall have occurred:

 

3.1.1 The Company has declined to exercise the right of first refusal provided for in Section 5 hereof;

 

3.1.2 The Shares are Transferred pursuant to and in conformity with: (i) (x) an effective registration statement filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act") or (y) an exemption from registration under the Act; and (ii) the securities laws of any state of the United States; and

 

3.1.3 Purchaser has, prior to the Transfer of such Shares, and if requested by the Company, provided all relevant information to the Company's counsel so that upon the Company's request, the Company's counsel is able to deliver, and actually prepares and delivers to the Company a written opinion that the proposed Transfer is: (i) (x) pursuant to a registration statement which has been filed with the Commission and is then effective

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or (y) exempt from registration under the Act as then in effect, and the Rules and Regulations of the Commission thereunder; and (ii) is either qualified or registered under any applicable state securities laws, or exempt from such qualification or registration. The Company shall bear all reasonable costs of preparing such opinion.

 

3.2 Additional Restrictions on Transfer of Non-Vested Shares. Purchaser agrees, for himself or herself and for his or her heirs, successors and assigns, that Purchaser shall have no right or power under any circumstance to Transfer any interest in shares of the Stock which are "Non-Vested Shares," as determined by the schedule set forth in the Certificate, except to the Company. As used in this Agreement, "Vested Shares" means all shares of the Stock which Purchaser has the right to Transfer at a specified point in time and "Non-Vested Shares" means all shares of the Stock which Purchaser does not have the right to Transfer at a specified point in time. The Certificate sets forth the vesting schedule.

 

3.3 Company's Repurchase Right.

 

3.3.1 Scope of Repurchase Right. Unless they have become vested, the Shares acquired under this Agreement initially shall be "Restricted Stock" and shall be subject to a right (but not an obligation) of repurchase by the Company (the "Repurchase Right"). The Purchaser shall not transfer, assign, encumber or otherwise dispose of any Restricted Stock, except as provided in the following sentence. The Purchaser may transfer Restricted Stock:

 

3.3.1.1 By testament or intestate succession or by transfer by instrument to a trust providing that the Restricted Stock is to be passed to one or more beneficiaries upon death of the Settlor; or

 

3.3.1.2 To the Purchaser's "immediate family," as that term is defined in the Plan (together, "Transferee").

 

Provided, however, in either case the Transferee must agree in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Purchaser transfers any Restricted Stock, then this Section 3 will apply to the Transferee to the same extent as to the Purchaser.

 

3.3.2 Exercise Period. The Repurchase Right shall be exercisable only during the 90-day period following the later of the date when the Purchaser's service as an Employee, outside Director or Consultant ("Service") terminates for any reason, with or without cause, including (without limitation) death or disability.

 

3.3.3 Non Applicability and Lapse of Repurchase Right. The Repurchase Right shall lapse with respect to the Shares in accordance with the vesting schedule set forth in the Certificate. In addition, the Repurchase Right shall lapse and all of such Stock shall become vested if (i) a Change in Control occurs before the Purchaser's Service terminates and (ii) the options are not assumed by, or Repurchase Right is not assigned to, the entity that employs the Participant immediately after the Change in Control or to its parent or subsidiary.

 

The Repurchase Right shall not exist with respect to shares of Stock that have been registered under a then currently effective registration statement under applicable federal securities laws and the issuer is subject to the reporting requirements of Section

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13 or 15(d) of the Exchange Act or becomes an investment company registered or required to be registered under the Investment Company Act of 1940, or (ii) a determination is made by counsel for the Company that such Exercise Price restrictions are not required in the circumstances under applicable federal or state securities laws.

 

3.3.4 Repurchase Price. Following a termination of the Participant's Service, which does not result from the Company's termination of Service for Cause, the Repurchase Right shall be exercisable at a price equal to (i) the Fair Market Value of vested Stock and (ii) the Purchase Price of unvested Stock. Following the termination of the Participant's Service for Cause, the Repurchase Right shall be exercisable as to both vested and unvested Shares at a price equal to the Purchase Price as set forth in the Certificate.

 

3.3.5 Rights of Repurchase Adjustments. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, an extraordinary dividend payable in a form other than stock, recapitalization, combination or reclassification, or a similar transaction affecting the Company's outstanding securities without receipt of consideration, then (i) any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) distributed with respect to any Restricted Stock (or into which such Restricted Stock thereby become convertible) shall immediately be subject to the Right of Repurchase; and (ii) appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Restricted Stock and to the price per share to be paid upon the exercise of the Right of Repurchase; provided, however, that the aggregate Purchase Price payable for the Restricted Stock shall remain the same.

 

3.3.6 Escrow. Upon issuance, the certificates for Restricted Stock shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property described in Section 3.3.5 above shall immediately be delivered to the Company to be held in escrow, but only to the extent the Shares are at the time Restricted Stock. All regular cash dividends on Restricted Stock (or other securities at the time held in escrow) shall be paid directly to the Purchaser and shall not be held in escrow. Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for repurchase and cancellation upon the Company's exercise of its Right of Repurchase or Right of First Refusal or (ii) released to the Purchaser upon the Purchaser's request to the extent the Shares are no longer Restricted Stock (but not more frequently than once every six months). In any event, all Shares which have vested (and any other vested assets and securities attributable thereto) shall be released within 60 days after the earlier of (i) the Purchaser's cessation of Service or (ii) the lapse of the Right of First Refusal.

 

3.4 Retention of Non-Vested Shares. Purchaser shall immediately deliver to the Company each certificate representing Non-Vested Shares issued to Purchaser hereunder, or deemed to be issued to Purchaser hereunder, together with the collateral instruments of transfer executed in blank, to be held by the Company until such time as all shares represented by that certificate are Vested Shares and any indebtedness with respect to those shares has been paid in full; provided, however, that if the Company holds a certificate representing Vested Shares and Non-Vested Shares, and any indebtedness with respect to the Vested Shares has been paid in full, upon Purchaser's request the Company will cause a certificate representing the Vested Shares to be

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delivered to Purchaser, but the Company will retain any certificate representing the Non-Vested Shares.

 

3.5 Non-Complying Transfers. Every attempted Transfer of any shares of the Stock in violation of this Section 3 shall be null and void ab initio, and of no force or effect.

 

SECTION 4: LEGENDS ON STOCK CERTIFICATES.

 

Purchaser agrees that the Company may place on each certificate representing Shares the following legend:

 

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE REGISTERED HOLDER OF THIS CERTIFICATE, WHICH AGREEMENT PROVIDES, AMONG OTHER THINGS, THAT THE ISSUER HAS A RIGHT TO REPURCHASE THE SECURITIES EVIDENCED BY THIS CERTIFICATE. A COPY OF THAT AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."

 

SECTION 5: RIGHT OF FIRST REFUSAL.

 

5.1 Right of First Refusal. In the event that the Stock is not readily tradable on an established securities market and the Purchaser proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, to any person, entity or organization (the "Transferee") the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares (the "Right of First Refusal"). If the Purchaser desires to transfer Shares acquired under this Agreement, the Purchaser shall give a written transfer notice ("Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Transfer Notice shall be signed both by the Purchaser and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this Section 5 shall be freely assignable, in whole or in part.

 

5.2 Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 5.

 

5.3 Termination of Right of First Refusal. Any other provision of this Section 5 notwithstanding, in the event that the Stock is readily tradable on an established securities market

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when the Purchaser desires to transfer Shares, the Company shall have no Right of First Refusal, and the Purchaser shall have no obligation to comply with the procedures prescribed by this Section 5.

 

5.4 Permitted Transfers. This Section 5 shall not apply to a transfer (i) by gift to a member of the Participant's immediate family or (ii) by transfer by instrument to a trust providing that the Shares is to be passed to beneficiaries upon death of the Settlor. For purposes of this Section 5.4, "immediate family" shall mean the Purchaser's spouse (including a former spouse subject to terms of a domestic relations order); child, stepchild, grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall include adoptive relationships.

 

5.5 Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 5, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

 

SECTION 6: OBLIGATION TO SELL.

 

Notwithstanding anything herein to the contrary, if at any time following Purchaser's acquisition of Shares hereunder, stockholders of the Company owning 51% or more of the shares of the Company (on a fully diluted basis) (the "Control Sellers") enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each stockholder who is not a Control Seller (a "Non-Control Seller") to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, which is controlled by, or which is under common control with, the Control Seller.

 

SECTION 7: STOCKHOLDERS AGREEMENT.

 

As a condition to the transfer of Stock pursuant to this Stock Purchase Agreement, the Administrator, in its sole and absolute discretion, may require the Participant to execute and become a party to any agreement by and among the Company and any of its stockholders which exists on or after the Date of Grant (the "Stockholders Agreement"). If the Participant becomes a party to a Stockholders Agreement, in addition to the terms of the Plan and this Stock Purchase Agreement, the terms and conditions of Stockholders Agreement shall govern Participant's rights in and to the Stock; and if there is any conflict between the provisions of the Stockholders Agreement and the Plan or any conflict between the provisions of the Stockholders Agreement and this Stock Purchase Agreement, the provisions of the Stockholders Agreement shall be controlling. Notwithstanding anything to the contrary in this Section 7, if the Stockholders Agreement contains any provisions which would violate Florida law if applied to the Participant, the terms of the Plan and this Stock Purchase Agreement shall govern the Participant's rights with respect to such provisions.

 

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SECTION 8: WAIVER OF RIGHTS TO PURCHASE STOCK.

 

By signing this Agreement, Purchaser acknowledges and agrees that neither the Company nor any other person or entity is under any obligation to sell or transfer to Purchaser any option or equity security of the Company, other than the shares of Stock subject to this Agreement and any other right or option to purchase Stock which was previously granted in writing to Purchaser by the Board (or a committee thereof). By signing this Agreement, except as provided in the immediately preceding sentence, Purchaser specifically waives all rights he or she may have had prior to the date of this Agreement to receive any option or equity security of the Company.

 

SECTION 9: INVESTMENT INTENT.

 

Purchaser represents and agrees that if he or she purchases the Stock in whole or in part and if at the time of such purchase the Stock has not been registered under the Act, that he or she will acquire the Stock upon such purchase for the purpose of investment and not with a view to the distribution of such Stock and upon each purchase, he or she will furnish to the Company a written statement to such effect.

 

SECTION 10: GENERAL PROVISIONS.

 

10.1 Further Assurances. Purchaser shall promptly take all actions and execute all documents requested by the Company which the Company deems to be reasonably necessary to effectuate the terms and intent of this Agreement. Any sale or transfer of the Stock to Purchaser by the Company shall be made free of any and all claims, encumbrances, liens and restrictions of every kind, other than those imposed by this Agreement.

 

10.2 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be given to the parties hereto as follows:

 

10.2.1 If to the Company, to:

 

TPT GLOBAL TECH, INC.

Attn: Stephen J. Thomas, III, CEO

501 West Broadway, Suite 800

San Diego, CA 92101

 

10.2.2 If to Purchaser, to the address set forth in the records of the Company.

 

10.2.3 Any such notice request, demand or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mail by first-class certified mail, return receipt requested, postage pre-paid, addressed as aforesaid, or (ii) if given by any other means, when delivered at the address specified in this Section 10.2.

 

10.3 Transfer of Rights under this Agreement. The Company may at any time transfer and assign its rights and delegate its obligations under this Agreement to any other person, Company, firm or entity, including its officers, Directors and stockholders, with or without consideration.

 

10.4 Purchase Rights Non Transferable. Purchaser may not sell, transfer, assign or otherwise dispose of any rights hereunder except by testament or the laws of descent and

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distribution and the rights hereunder may be exercised during the lifetime of Purchaser only by the Purchaser or by his or her guardian or legal representative.

 

10.5 Market Stand-Off. In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Act, including the Company's initial public offering (a "Public Offering"), Purchaser shall not transfer for value any shares of Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters (the "Market Stand-Off"). The Market Stand-Off shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period.

 

10.6 Adjustment. If there is any change in the number of outstanding shares of Stock by reason of a stock split, reverse stock split, stock dividend, an extraordinary dividend payable in a form other than stock, recapitalization, combination or reclassification, or a similar transaction affecting the Company's outstanding securities without receipt of consideration, then (i) any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) distributed with respect to any Restricted Stock (or into which such Restricted Stock thereby become convertible) shall immediately be subject to the Repurchase Right; and (ii) appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the Restricted Stock and to the price per share to be paid upon the exercise of the Repurchase Right; provided, however, that the aggregate purchase price payable for the Restricted Stock shall remain the same.

 

10.7 Successors and Assigns. Except to the extent this Agreement is specifically limited by the terms and provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successor, assigns, heirs and personal representatives.

 

10.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS, AS FLORIDA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

 

10.9 Severability. Should any paragraph or any part of a paragraph within this Stock Purchase Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other paragraph or part of a paragraph in this Stock Purchase Agreement.

 

10.10 Attorneys' Fees. In the event that any action, suit or proceeding is instituted upon any breach of this Agreement, the prevailing party shall be paid by the other party thereto an amount equal to all of the prevailing party's costs and expenses, including attorneys' fees incurred in each and every such action, suit or proceeding (including any and all appeals or petitions

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therefrom). As used in this Agreement, "attorneys' fees" shall mean the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

 

10.11 The Plan. This Agreement is made pursuant to the Plan, and it is intended, and shall be interpreted in a manner, to comply herewith. Any provision of this Agreement inconsistent with the Plan shall be superseded and governed by the Plan.

 

10.12 Miscellaneous. Title and captions contained in this Agreement are inserted for convenience and reference only and do not constitute a part of this Agreement for any purpose.

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SPOUSAL CONSENT

 

The undersigned spouse of __________________________ does hereby consent to the execution of the foregoing Agreement by _____________________, and the performance by him (or her) of his (or her) obligations thereunder.

 

Dated:    
    Signature

 

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EXHIBIT A

to

ANNEX I

of

STOCK PURCHASE AGREEMENT

 

PROMISSORY NOTE

 

 

$   Date:

 

FOR VALUE RECEIVED, the undersigned promises to pay to TPT GLOBAL TECH, INC., a Florida corporation, 501 West Broadway, Suite 800, San Diego, CA 92101 (the "Company"), the principal sum of $_______________ with interest from the date hereof on the unpaid principal balance at the rate of _______% per annum, compounded annually. Accrued but unpaid interest under this Note shall be due and payable annually on the date immediately preceding the anniversary of this Note, at the rate of ____% per annum, and the unpaid principal balance and any remaining accrued but unpaid interest shall be due and payable on _______________, _____.

 

All sums paid hereunder shall be paid in lawful money of the United States of America at the principal executive offices of the Company or at such other place as the holder of this Note shall have designated to the undersigned in writing. The principal amount of this Note may be paid in whole or in part (in either case with any interest accrued through the date of payment) at any time or from time to time, prior to maturity, without penalty or charge for prepayment. All sums paid hereunder shall be applied first to any unpaid interest and then to the principal amount then outstanding.

 

If service of the undersigned with the Company is terminated for any reason, with or without cause, the holder of this Note shall be entitled at its option to demand payment of the full principal amount of this Note then unpaid, together with all interest accrued thereon to the date of payment, by delivery to the undersigned of written demand. Not later than 30 days after delivery of such demand the undersigned shall pay the principal amount together with all accrued interest.

 

The undersigned shall pay to the holder of this Note reasonable attorneys' fees and all costs and other expenses (including, without limitation, fees, costs and expenses of litigation) incurred by the holder in enforcing this Note. This Note is secured by a Security Agreement of even date herewith between the Company and the undersigned. The holder of this Note is entitled to the benefits of the Security Agreement and may enforce the agreements of the undersigned contained therein and exercise the remedies provided for thereby or otherwise available with respect to this Note.

 

 

Borrower:

 

 

Print name and Address:

 

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EXHIBIT B

to

ANNEX I

of

STOCK PURCHASE AGREEMENT

 

SECURITY AGREEMENT

 

 

THIS SECURITY AGREEMENT (the "Security Agreement") is made and entered into as of the ___ day of ______________, ____, between TPT GLOBAL TECH, INC., a Florida corporation ("Lender") and ___________________ ("Debtor").

 

WHEREAS, Debtor has concurrently herewith purchased from Lender _____ shares of Lender's Stock (the "Stock") pursuant to that certain Stock Purchase Agreement, dated ________________, ____, between Lender and Debtor (the "Purchase Agreement") and has made payment therefor by delivery of Debtor's promissory note of even date herewith (the "Note"); and

 

WHEREAS, Debtor and Lender desire to have Debtor grant to Lender a security interest in the collateral described below as security for Debtor's performance of the terms and conditions of the Purchase Agreement, the Note and this Security Agreement.

 

NOW, THEREFORE, on the basis of the above facts and in consideration of the mutual covenants and agreements set forth below, Lender and Debtor agree as follows:

 

SECTION 1: GRANT OF SECURITY INTEREST.

 

As security for Debtor's full and faithful performance of each and all of its obligations and liabilities under the Note, and any and all modifications, extensions or renewals thereof, the Purchase Agreement and this Security Agreement, Debtor hereby grants and assigns to Lender a continuing security interest in and to the Stock, and all stock dividends, cash dividends, liquidating dividends, new securities and all other property, moneys and rights to which Debtor may become entitled on account thereof (the "Collateral").

 

SECTION 2: PERFECTION OF SECURITY INTEREST.

 

To perfect Lender's security interest in and lien on the Collateral, Debtor shall, upon the execution of this Agreement, immediately deliver to Lender, together with collateral instruments of transfer executed in blank, all certificates representing the Stock to be held by Lender until released pursuant to Section 6 hereof.

 

SECTION 3: DEFAULT.

 

At the sole and exclusive option of Lender, upon an Event of Default (as defined in Section 3.2 below) Lender may exercise any or all of the rights and remedies of a secured party under the Florida Uniform Commercial Code, as amended from time to time. All rights and remedies of Lender shall be cumulative and may be exercised successively or concurrently and without impairment of Lender's interest in the Collateral.

 

 

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As used herein, an Event of Default ("Event of Default") shall mean any of the following:

 

The failure of Debtor to perform any of its obligations under the Purchase Agreement, the Note or this Security Agreement; or

 

The occurrence of one or more of the following: (i) Debtor becoming the subject of any case or action or order for relief under the Bankruptcy Reform Act of 1978; (ii) the filing by Debtor of a petition or answer to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debts, dissolution or liquidation law or statute, or the filing of any answer admitting the material allegations of a petition filed against Debtor in any proceeding under any such law or the taking of any action by Debtor for the purpose of effecting the foregoing; the appointment of a trustee, receiver or custodian of Debtor or any of Debtor's material assets or properties; (iii) Debtor making an assignment for the benefit of creditors; or (iv) the occurrence of any other act by Debtor or Debtor's creditors which Lender reasonably determines may jeopardize Debtor's ability to pay the Note or perform Debtor's obligations under the Purchase Agreement or this Security Agreement.

 

SECTION 4: WARRANTIES AND REPRESENTATIONS OF DEBTOR.

 

Debtor hereby represents and warrants that the Collateral is free and clear of any security interest, lien, restriction or encumbrance and that he has the full right and power to transfer the Collateral to Lender free and clear thereof and to enter into and carry out the Purchase Agreement, the Note and this Security Agreement.

 

SECTION 5: POWER OF ATTORNEY.

 

Debtor hereby appoints Lender's Secretary as his true and lawful attorney-in-fact to transfer the Collateral or cause it to be transferred on Lender's books whenever Lender determines in its sole and absolute discretion that such transfer is necessary or advisable to protect its rights or interests under this Security Agreement.

 

SECTION 6: RELEASE OF THE COLLATERAL.

 

Within five days following receipt by Lender of the unpaid principal amount of the Note from Debtor, Lender shall release from its security interest hereunder and deliver or cause to be delivered to Debtor the Stock.

 

SECTION 7: WAIVERS.

 

No waiver by Lender of any breach or default by Debtor under the Purchase Agreement, the Note or this Security Agreement shall be deemed a waiver of any breach or default thereafter occurring, and the taking of any action by Lender shall not be deemed an election of that action in exclusion of any other action. The rights, privileges, remedies and options granted to Lender under this Security Agreement or under any applicable law shall be deemed cumulative and may be exercised successively or concurrently.

 

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SECTION 8: GENERAL PROVISIONS.

 

8.1 Notices. All notices, requests, demands or other communications under this Security Agreement shall be in writing and shall be given to parties hereto as follows: If to the Company, to:

 

TPT GLOBAL TECH, INC.

Attn: Stephen J. Thomas, III, CEO

501 West Broadway, Suite 800

San Diego, CA 92101

 

If to Debtor, to the address set forth in the records of the Company, or such other address as may be furnished by either such party in writing to the other party hereto.

 

Any such notice, request, demand or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mail by first-class certified mail, return receipt requested, postage prepaid, addressed as aforesaid, or (ii) if given by any other means, when delivered at the address specified in this Paragraph 8.

 

8.2 Successors and Assigns. This Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives.

 

8.3 Severability. Should any paragraph or any part of a paragraph within this Security Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other paragraph or part of a paragraph in this Security Agreement.

 

8.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS, AS FLORIDA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.

 

8.5 Attorneys' Fees. In the event that any action, suit or proceeding is instituted upon any breach of this Security Agreement, the prevailing party shall be paid by the other party thereto an amount equal to all of the prevailing party's costs and expenses, including attorneys' fees incurred in each and every such action, suit or proceeding (including any and all appeals or petitions therefrom). As used in this Agreement, "Attorneys' Fees" shall mean the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

 

8.6 Entire Agreement. The making, execution and delivery of this Security Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Security Agreement, the Purchase Agreement and the Note embody the entire understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, unless expressly referred to by reference herein.

 

46  
 

8.7 Miscellaneous. Titles and captions contained in this Security Agreement are inserted for convenience of reference only and do not constitute part of this Security Agreement for any other purpose.

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Security Agreement as of the date first above written.

 

 

DEBTOR:   LENDER: TPT GLOBAL TECH, INC.
    By:
(Sign)   Stephen J. Thomas, III
    Its: CEO
(Please print name and address)    
     
     
     

 

47  
 

 

EXHIBIT C

to

ANNEX I

of

STOCK PURCHASE AGREEMENT

 

STOCK ASSIGNMENT

SEPARATE FROM CERTIFICATE

 

 

For Value Received, _________________________________ ("Holder") hereby sells, assigns and transfers unto ____________________________________ (________) shares (the "Shares") of the Stock of TPT GLOBAL TECH, INC., a Florida corporation (the "Company"), held of record by Holder and represented by Certificate No. ______, and hereby irrevocably constitutes and appoints as Holder's attorney to transfer the Shares on the books of the Company, with full power of substitution in the premises.

 

The signature to this assignment must correspond with the name written upon the face of the Certificate in every particular without any alteration or addition or any other change.

 

Dated

 

------------------------------

 

 

-------------------------------------------------------------------------------

(Signature of Holder)

 

-------------------------------------------------------------------------------

 

-------------------------------------------------------------------------------

(Please print name and address)

 

 

SIGNATURE GUARANTEED BY:

 

(Holder's signature must be guaranteed by a

bank, a trust company or a brokerage firm):

 

 

----------------------------------------------------

 

 

----------------------------------------------------

 

48  
 

LETTER REGARDING

FEDERAL AND _________ TAX CONSEQUENCES

 

TPT GLOBAL TECH, INC.

4450 Arapahoe Ave., Suite 100

Boulder, CO 80303

 

[Purchaser]

 

 

Dear :

------------------------------

 

This letter is to notify you of certain federal and ___________ income tax consequences to you as a result of your purchase of shares (the "Shares") of Common Stock of TPT GLOBAL TECH, INC. (the "Company") pursuant to the Stock Purchase Agreement dated __________, 20__ between you and the Company.

 

The conclusion of this letter is that, if the purchase price for the Shares equals their fair market value on the date you sign the Stock Purchase Agreement, you should send copies of the attached form (the "Section 83 Form") relating to Section 83 ("Section 83") of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), to the Internal Revenue Service and the Company, not later than 30 days after the date of the Stock Purchase Agreement. If the purchase price for the Shares is less than their fair market value on the date you sign the Stock Purchase Agreement, you should consider carefully whether or not you should file the Section 83 Form within 30 days after you sign the Stock Purchase Agreement.

 

Federal Income Tax Consequences

 

Certain federal income tax consequences to you in connection with your purchase of the Shares are determined in accordance with Section 83.

 

Section 83(a). Under Section 83(a), a person to whom property is transferred in connection with the performance of services ("Section 83 property") must recognize ordinary income in the year the property is transferred in an amount equal to the fair market value of the Section 83 property at the time it is transferred less the amount, if any, paid for the Section 83 property, unless the Section 83 property is not transferable and is subject to a substantial risk of forfeiture (collectively, a "Restriction on Transfer"). If there is a Restriction on Transfer, then the person acquiring Section 83 property will not recognize income until the Restriction on Transfer lapses (unless a Section 83(b) election is made - see below), at which time the person must recognize as ordinary income the fair market value of the Section 83 property at that time less the amount, if any, paid for the Section 83 property.

 

49  
 

Your purchase of the Shares probably constitutes a transfer of Section 83 property. Further, the Stock Purchase Agreement provides that, if you cease to be employed by the Company for any reason, the Company must repurchase from you and you must sell to the Company all Non-Vested Shares (as defined in the Stock Purchase Agreement) for an amount which may be less than their fair market value. Under Regulations promulgated under Section 83, these provisions probably constitute a Restriction on Transfer over your Non-Vested Shares. Thus, under Section 83(a), you would not be required to recognize any income as a result of your purchase of the Shares until they vest; when they vest, you would be required under Section 83(a) to recognize as ordinary income the excess, if any, of the fair market value of the Shares (as of the day they vest) over the price you paid for those Shares under the Stock Purchase Agreement. If the price of the Company's Common Stock is greater when the Shares vest than when you purchased them, you could have a substantial tax liability in connection with your purchase of the Shares when they vest.

 

Section 83(b) Election. Section 83(b) provides an alternative method for taxing Section 83 property. Under Section 83(b), a person may elect to recognize ordinary income in the year Section 83 property is transferred to him or her, rather then waiting until it vests. Thus, if you make a Section 83(b) election, you will be required to recognize as ordinary income in the year you purchase the Shares the difference, if any, between the fair market value of the Shares on the date you sign the Stock Purchase Agreement and the purchase price you pay for the Shares. For example, if you make the Section 83(b) election and you paid a purchase price for the Shares equal to their fair market value, you will not pay any taxes in the year of the purchase in connection with your purchase of the Shares. On the other hand, if you make the Section 83(b) election and the purchase price of the Shares is less than their fair market value on the date you sign the Stock Purchase Agreement, you will be required to pay taxes on the difference between those amounts in the year of the purchase. In either case, however, if you make the Section 83(b) election, you will not be required to recognize any income when the Shares vest.

 

To make the Section 83(b) election, you must file the Section 83 Form with both the Company and the Internal Revenue Service office where you file federal income tax returns. You must file the Section 83(b) Form within 30 days after you sign the Stock Purchase Agreement. In addition, you must attach a copy of the Section 83(b) Form to your income tax return that covers the year in which you filed the Form.

 

Sale of Section 83 Property. If a person sells Section 83 property after the Restriction on Transfer lapses (or after making a Section 83(b) election), he or she will recognize taxable gain or loss equal to the difference between the amount realized upon the sale of the Section 83 property and the person's "adjusted basis" for the Section 83 property. The person's adjusted basis for the Section 83 property will be (i) the amount paid for the Section 83 property plus (ii) any amount which the person has included in gross income pursuant to the Section 83(b) election. Thus, upon sale, you will recognize taxable gain or loss equal to the difference between the sale price of the Shares and your adjusted basis for the Shares.

 

In general, the gain or loss you recognize will be capital gain or loss if the following "Capital Gain Requirements" are met: (i) the Section 83 property is a capital asset and (ii) the Section 83 property is held for more than 12 months from either the date the Restrictions on Transfer lapse or, if a Section 83(b) election is made, the date the Section 83 property is acquired. Thus, as the Shares are probably a capital asset in your hands, you will recognize capital gain or loss upon their sale if you hold them for more than 12 months from either the date they vest or, if you make the Section 83(b) election, from the date you sign the Stock Purchase Agreement.

 

50  
 

Forfeiture of Section 83 Property. If a person's interest in Section 83 property is forfeited, the person will recognize gain or loss equal to the difference between the amount realized upon forfeiture and the amount paid for the Section 83 property. In your case, if your employment with the Company is terminated before all of the Shares have vested, the Company is obligated to repurchase from you, and you are obligated to sell to the Company, any Non-Vested Shares at the price you paid for them. As there would be no difference between the amount realized upon forfeiture and the amount paid for the Shares, you would not be required to recognize any gain or loss at that time. However, upon forfeiture, you would not be able to recoup any taxes you pay pursuant to a Section 83(b) election.

 

Florida Income Tax Consequences.

 

The Florida income tax consequences to you in connection with your purchase of the Shares are identical to the federal income tax consequences. To make the Section 83(b) election in Florida, you must file the Section 83(b) Form with the Internal Revenue Service, as described above; there are no extra filing requirements for making the Section 83(b) election in Florida.

 

If you have any questions concerning the tax consequences described in this letter, please feel free to call me.

 

Sincerely,

 

TPT GLOBAL TECH, INC.

 

By: __________________________________________________

Stephen J. Thomas, III

Its: CEO

51  
 

 

ELECTION TO INCLUDE IN GROSS INCOME IN

YEAR OF TRANSFER PURSUANT TO SECTION 83(b)

OF THE INTERNAL REVENUE CODE

 

 

The undersigned hereby makes an election pursuant to the provisions of Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations of the Commissioner of Internal Revenue promulgated thereunder, with respect to the Section 83 property described below, and supplies the following information in connection with that election:

 

The name, address, taxable year and taxpayer identification number of the undersigned are:

 

Name:    
     
Address:    
     
     
     
     
Taxable Year ________   Taxpayer I.D. No.__________

 

The description of the Section 83 property with respect to which the undersigned is making the election is as follows:

 

_______________ (_____) shares (the "Subject Shares") of the Common Stock of TPT GLOBAL TECH, INC., a Florida corporation (the "Company").

 

 

The date upon which the Subject Shares were transferred to, and acquired by, the undersigned was ____________, ________.

 

The Subject Shares are subject to restrictions under a ___________ vesting period. If the undersigned's employment terminates, the Company is obligated to purchase and the undersigned is obligated to sell to the Company all Subject Shares that are not vested for a purchase price, which in certain circumstances may be less than the fair market value of the Subject Shares.

 

The fair market value of the Subject Shares at the time of the transfer to, and acquisition by, the undersigned (determined without regard to any restrictions other than restrictions which by their terms will never lapse) was $_____ per share.

 

The amount paid by the undersigned for the Subject Shares was $____ per share.

 

The undersigned has furnished a copy of this election to the Company.

 

 

[Signature Page Follows]

52  
 

Dated:

---------------------------

 

 

 

 

 

------------------------------------------------------

(Signature)

 

Make 4 copies

 

(1) IRS (to be filed at the IRS where you ordinarily file your returns) within 30 days of the purchase

(1) IRS (to be filed with your income tax return)

(1) TPT GLOBAL TECH, INC.

(1) Copy for purchaser

 

 

 

53  
 

 

FORM OF RESOLUTIONS FOR PURCHASE RIGHTS GRANTS

 

 

RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

TPT GLOBAL TECH, INC.

 

As of __________________, 20__

 

 

 

The undersigned directors, constituting the entire board of directors (the "Board") of TPT GLOBAL TECH, INC., a Florida corporation (the "Company"), hereby take the following actions, adopt the following resolutions, and transact the following business, by written consent without a meeting, as of the date above written, pursuant to the applicable corporate laws of the State of Florida and the Company's Bylaws.

 

WHEREAS, The Company Previously Adopted the 2017 TPT GLOBAL TECH, INC. STOCK OPTION AND AWARD INCENTIVE PLAN (The "Plan"), and has delegated the responsibility to administer the Plan to the Board;

 

WHEREAS, Twenty Million (20,000,000) shares of Common Stock of the Company were originally reserved for issuance under the Plan;

 

WHEREAS, as of the date hereof, _____________ shares remain available for issuance under the Plan; and

 

WHEREAS, the Board has determined that it is in the best interests of this company and its stockholders to provide, under the plan, equity incentives to those employees of the company identified below.

 

NOW, THEREFORE, BE IT RESOLVED, that the persons listed on the Exhibit A, which exhibit was reviewed by the Board and shall be included with this Consent, are hereby granted, as of the date hereof, the current right to purchase (the "Purchase Right") the number of shares at the per share purchase price as set forth in Exhibit A at any time on or prior to the date which is 15 days from the date this grant is first communicated to each recipient;

 

RESOLVED FURTHER, that this Company be, and it hereby is, authorized to accept a promissory note from each purchaser as consideration for the stock so purchased, in such form (including security for the obligation thereunder) heretofore approved by the Board;

 

RESOLVED FURTHER, that the officers of this Company, and each of them, be, and they hereby are, authorized, directed and empowered for and on behalf of this Company to prepare or cause to be prepared a stock purchase agreement, promissory note and/or security agreement (the "Purchase Agreements") to represent the rights granted at this meeting substantially in the form, and containing the terms and provisions, heretofore approved by the Board, and containing such other terms and provisions as such officers shall, upon advice of counsel, determine to be necessary or appropriate, their execution of such Purchase Agreements to conclusively evidence such determination;

 

54  
 

RESOLVED FURTHER, that the Purchase Rights shall be evidenced by stock purchase agreements and be subject to the restrictions (including transfer and/or repurchase rights), if any, set forth in such stock purchase agreements;

 

RESOLVED FURTHER, that the Purchase Rights shall be granted pursuant to the exemptions provided under Section 701 of the Securities Act Rules and Florida Corporate Securities Laws;

 

RESOLVED FURTHER, that there is hereby reserved and set aside under the Plan the number of shares adequate to cover the shares underlying the Purchase Rights granted herein;

 

RESOLVED FURTHER, that upon receipt of executed Purchase Agreements from the person or persons granted rights hereunder, the officers of this Company, and each of them, be, and they hereby are, authorized, directed and empowered for and on behalf of this Company to issue the stock so purchased, and to do or cause to be done all such further acts and things and to sign, deliver and/or file all such documents and notices as any of such officers may deem necessary or advisable in order to carry out and perform the foregoing resolutions and the intention thereof; and

 

RESOLVED FURTHER, that the officers of this Company, and each of them, be, and they hereby are, authorized, directed and empowered for and on behalf of the Company to do or cause to be done all such acts and things and to sign, deliver and/or file all such documents and notices as any of such officers may deem necessary or advisable in order to carry out and perform the foregoing resolutions and the intention thereof.

 

The Secretary of the Corporation is directed to file the original executed copy of this Consent with the minutes of proceedings of the Board.

 

IN WITNESS WHEREOF, each of the undersigned has executed this consent as of the date first written above.

 

DIRECTORS:

 

     
Stephen J. Thomas, III, Chairman   Richard Eberhardt, Director
     
     

 

 

 

 

 

55  
 

EXHIBIT A

 

 

Purchase Rights Grant Information

 

Name No. Shares Purchase Price*
     
     
     
     
     
     
     
     
     

 

 

* The per share purchase price must be at least 85% of the Fair Market Value (as such term is defined in the Plan) of the underlying share as of the date of grant.

 

EXHIBIT 4.5

1  
 

2  
 

3  
 

4  
 

 

5  
 

6  
 

7  

EXHIBIT 4.6

1  
 

2  
 

3  
 

4  
 

5  

EXHIBIT 5.1

EXHIBIT 23.1

 

 

Michael A. Littman

Attorney at Law

P.O. Box 1839

Arvada, CO 80001

(720) 530-6184

malattyco@aol.com

 

 

December 15, 2017

 

TPT Global Tech, Inc.

501 West Broadway, Suite 800

San Diego, CA 92101

 

 

Re: Registration Statement on Form S-1 for common shares of TPT Global Tech, Inc.

 

Gentlemen:

 

At your request, I have examined the Registration Statement which is being filed with the Securities and Exchange Commission ("SEC"), on Form S-1 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of:

 

  • 47,184,585 shares held by existing shareholders.
  •  

    In rendering the following opinion, I have examined and relied only upon the documents, and certificates of officers and directors of the Company as are specifically described below. In my examination, I have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to me as originals, and the conformity with the original documents of all documents submitted to me as copies. My examination was limited to the following documents and not others:

     

    a. Certificate of Incorporation of the Company, as amended to date;

     

    b. Bylaws of the Company, as amended to date; and

     

    c. Certified Resolutions adopted by the Board of Directors of the Company authorizing the issuance of the stock.

     

    I have not undertaken, nor do I intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy of accuracy of such documents and records.

     

    Based on the foregoing, it is my opinion that the stock being registered under the Registration Statement, as issued, is and will be duly and validly authorized, fully paid and non-assessable under Florida Laws.

     

    I express no opinion as to compliance with the Securities Acts or "blue sky" laws of any state in which the stock is proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of transfer of the stock.

     

    I consent to the filing of this opinion as an exhibit to any filing made with the Securities and Exchange Commission or under any state or other jurisdiction's securities act for the purpose of registering,

     
     

    qualifying or establishing eligibility for an exemption from registration or qualification of the stock described in the Registration Statement in connection with the offering described therein.

     

    This opinion covers only matters of Florida law and nothing in this opinion shall be deemed to imply any opinion related to the laws of any other jurisdiction. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above.

     

    The information set forth herein is as of the date of this letter. I disclaim any undertaking to advise you of changes which may be brought to my attention after the effective date of the Registration Statement.

     

    Sincerely,

     

    /s/Michael A. Littman

    -------------------------------------------

    Michael A. Littman

    EXHIBIT 10.1

     

    EMPLOYMENT AGREEMENT

     

    This EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement ”) is made and entered into as of last date the Agreement is executed by the parties below (the Effective Date ”), between TPT GLOBAL TECH, INC., a FLORIDA Corporation ( Employe r” or Company )) and Employee, Stephen Thomas an individual residing in the State of California ( Employee or the Executive ”). Employer and Executive shall be referred to collectively as the Parties and individually as Party.

     

    AGREEMENT

     

    NOW, THEREFORE, in consideration of the covenants and mutual agreements contained herein, the sufficiency of which is hereby acknowledged by all Parties, Employer and Executive do hereby agree as follows:

     

    WHEREAS, Executive will be employed by Employer in a capacity in which Executive will receive or have access to information which Executive and Employer acknowledge is confidential and not generally known outside of Employer, and Executive and Employer expect Executive in the discharge of his duties to Employer to develop or contribute to new ideas and improvements which will be confidential, not generally known outside of Employer, and will be proprietary information owned exclusively by Employer.

     

    WHEREAS, Executive has represented to Executive that he/she is not bound by any restrictive covenant whatsoever that would hinder Executive ’s ability to meet Employer s expectations regarding the duties to be performed.

     

    WHEREAS, Executive wishes to accept such employment on the terms set forth herein.

     

    Accordingly, the parties hereto agree as follows:

     

    1.        Term of Employment . Employer agrees to employ Executive and Executive hereby accepts exclusive employment with Employer beginning November 1, 2017 (the Start Date ”) and continuing unless terminated as provided for herein.

     

    2.        Duties of Executive .

    a.        During the Employment Period, Executive shall be employed by Employer as President and Chief Executive Officer. Executive shall devote his full business time and effort to the performance of his duties hereunder. Executive shall be responsible for duties including but not limited to: leading the development and execution of the Company ’s long term strategy with a view to creating shareholder value. The CEO s l eadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company s long and short term plans. The CEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The CEO also communicates on behalf of the Company to shareholders, employees, Government authorities, other stakeholders and the public.

    1  
     

    Executive shall perform duties as may, from time to time, be assigned by Employer as reasonably consistent with Executive ’s duties, title, education, experience, background, and expertise. Executive shall be based in San Diego, CA, but Executive will be expected to engage in travel as necessary to fulfil job responsibilities.

     

    Executive shall perform duties as may, from time to time, be assigned by Employer as reasonably consistent with Executive ’s duties, title, education, experience, background, and expertise. Executive shall be based in San Diego, CA, but Executive will be expected to engage in travel as necessary to fulfil job responsibilities.

     

    b.       Executive shall be subject to the direction and control of Employer s Board of Directors, and shall specifically report to Employer ’s Board of Directors.

     

    c.       Executive agrees that he will at all times herein remain loyal and devote his best efforts to Employer business and conscientiously perform all duties and obligations required of him by the terms of this Agreement as may be determined from time to time in the discretion of Employer.

     

    d.       Executive agrees that during the term of this Agreement, he shall not have any business investments or activities, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the business, goods and services provided by Employer to its customers.

     

    3.        Compensation .

     

    a.        Salary . Executive will earn a yearly salary of one hundred fifty thousand dollars _$150,000.00 ___ paid semi-monthly in accordance with the customary payroll practices of Employer.

    b.        Expenses . In addition to the base salary described in Paragraph 3.1 above, Employer shall reimburse Executive for actual out-of-pocket expenses incurred for reasonable business purposes to be paid against a detailed statement of expenses with proper documentation incurred by Executive in the conduct of the business of Employer.

     

    c.        Benefits . Executive may participate in any group medical and dental insurance plans that are available to other Executives of Employer generally, on the same term as such other Executives, to the extent that Executive is eligible under the terms of such plans or programs as they may be in effect from time to time.

     

    4. Executive to Devote Full Time to Employer . Unless otherwise agreed in writing by Employer s Board of Directors as to a particular matter, Executive agrees that throughout his employment he will remain loyal and devote his best efforts to the Employer s business and conscientiously perform all duties and obligations required of him in his role as Chief Executive Officer of Employer. Executive agrees to devote his full time, attention, and energies to the business of Employer and promotion of Employer ’s products and/or services. Executive agrees that during the term of this Agreement, he shall not directly or indirectly, either as an employee,

    2  
     

    employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage in any activity that is directly competitive with the products and services provided by Employer, or engage in conduct that will reflect negatively on Employer. The foregoing provision shall not prevent Executive from serving on civic or non-profit boards provided such activities do not interfere with Executive s obligations to Employer under this Agreement. Subject to the remaining terms and provisions of this Agreement, Executive is not prohibited from making personal investments in any other businesses provided those investments do not require active involvement in the operation of those business(es), or compete directly or indirectly with the Business.

     

    5. Vacation . The Executive shall be entitled to a yearly vacation based on Employer ’s vacation policy and outlined in Schedule 2 of this Agreement.

     

    6.       Confidentiality and Trade Secrets .

     

    a.                    Definition of Trade Secrets . Executive acknowledges and agrees that, through his employment with the Company, he has or will be exposed to and/or provided with the Company s Trade Secrets as well as the Trade Secrets of the Company s customers (“ Trade Secrets ”). As defined by California law , “ Trade Secrets mean information, including a formula, pattern, compilation, program, device, method , technique or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons or entities who can obtain economic value from its disclosure or use and (2) is the subject of efforts that are reasonable under the circumstances to maintain it secrecy. The Trade Secrets include, but are not limited to, the following: methods and systems used in soliciting, selling and providing its services and/or products to clients and/or customers; financial and accounting information, client and/or customer profiles, financial policies and procedures, and revenues and profit margins; sales and marketing information, such as sales strategies and programs; information concerning the Company s clients and/or customers and prospective clients and/or customers; information concerning vendors and suppliers; client and/or customer lists; prospective client and/or customer lists; client and/or customer buying habits and special needs; and Executive policies and procedures. Executive acknowledges and agrees that the Trade Secrets are not generally known to the public or to the Company s competitors of the Company s customer s competitors, were developed or compiled at significant expense by the Company or its customers over an extended period of time, are the subject of the Company s and/or its customers reasonable efforts to maintain their secrecy, and that the Company and/or its customers derives significant independent economic value by keeping the Trade Secrets a secret.

     

    b.                   Definition of Confidential Information . Executive acknowledges and agrees that, through his employment with the Company, he has or will be exposed to and/or provided with the Company s Confidential Information and the Confidential Information of Company s customers or suppliers ( Confidential Information ”). “ Confidential Information means information belonging to the Company and/or its customers and suppliers, whether reduced to writing or in a form from which such information can be obtained, translated or derived into reasonably usable form, that has been provided to Executive during his employment with the Company and/or Executive has gained access to while employed by the Company and/or was developed by Executive in the course of Executive s employment with the Company, that is

    3  
     

    proprietary and confidential in nature. The Confidential Information includes, but is not limited to, the following: Information believed to be a Trade Secret that ultimately does not qualify as such under California law but nonetheless was maintained as confidential; information concerning the nature of the Company ’s business and its manner of operation; the methods and systems used in soliciting, selling and providing its services and/or products to its clients and/or customers; financial and accounting information, such as cost, pricing and billing information, client and/or customer profiles, financial policies and procedures, and revenues and profit margins; sales and marketing information, such as sales strategies and programs; information concerning clients and/or customers and prospective clients and/or customers; information concerning vendors and suppliers; client and/or customer lists; prospective client and/or customer lists; client and/or customer buying habits and special needs; Employee policies and procedures; personnel records; software developed by or for the benefit of the Company and related data source code and programming information (whether or not patentable or registered under copyright or similar statutes); information about the Company s circuit designs, blueprints, CAD drawings and designs, layouts, algorithms, design technology and know how, formulas, manufacturing and/or design techniques, inventions (whether patentable or not); information concerning the Company s business relationships with persons, firms, corporations and other entities.

     

    c.                    Information Not Included Within the Definition of Trade Secrets and/or Confidential Information . For avoidance of doubt, the Trade Secrets and Confidential Information do not include any information that: (1) is already in the public domain or becomes available to the public through no breach by Executive of this Agreement; (2) was lawfully in the Executive s possession prior to disclosure to the Company; (3) is law f ully disclosed to Executive by a third party without any obligations of confidentiality attaching to such disclosure; or (4) is developed by Executive entirely on his own time without the Company s equipment, supplies or facilities and does not relate at the time of conception to the Company s business or actual or demonstrably anticipated research or development of the Company .

     

    d.       Covenant Not to Use, Publish or Disclose the Trade Secrets and/or Confidential Information During and After Termination of Employment . Executive acknowledges and agrees that Executive s employment with the Company creates a relationship of confidence and trust with the Company with respect to all of the Trade Secrets and Confidential Information. Therefore, at any time during Executive s term of employment or following the termination of Executive s employment with the Company, whether voluntary or involuntary, Executive shall not, except as required in the conduct of the Company s business or as authorized in writing by the Company, use, publish or disclose any of the Trade Secrets and/or Confidential Information in any manner whatsoever.

     

    e.        Permitted Uses of Confidential Information or Trade Secrets and Non-Solicitation . Executive understands and acknowledges that in order to protect Employer s interest in the Confidential Information or Trade Secrets and to prevent the intentional or inadvertent disclosure to or use by others of the Confidential Information or Trade Secrets, Employer desires to restrain the Executive from using Employer s Confidential Information and/or Trade Secrets other than to the limited extent set forth below. Executive understands and acknowledges that Employer s agreement to give Executive access to and knowledge of the

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    Confidential Information and/or Trade Secrets, and the agreement of Employer to allow the Executive to make use of the Confidential Information and/or Trade Secrets for the sole benefit of Employer and that such information is not to be diverted, directly or indirectly, intentionally or unintentionally, by or through Executive to others. Executive also understands, acknowledges, and agrees that the provisions set forth in this Agreement are designed to enforce the Executive s agreement not to use or disclose the Confidential Information and/or Trade Secrets other than as set forth in this Agreement, both during his employment and thereafter. Accordingly, Executive agrees to the following:

     

    (i)                  Non-solicitation of Suppliers or Customers. During Executive s employment with Employer and for the three (3) years from and after the termination (however such termination may be caused) of Executive s employment with Employer, or termination of any other relationship with Employer, Executive, on his own behalf or on behalf of any other person or entity, agrees not to solicit or encourage, either directly or indirectly, any of Employer s suppliers, customers, or active business prospects, with whom Executive has dealt in any way during Executive s employment with Employer, to either terminate their relationship with Employer or engage in business with any direct competitor of Employer. Executive acknowledges and agrees that any and all of Employer s suppliers, customers, or active business prospects with whom Executive has dealt in any way during employment with Employer are not personal customers, clients, suppliers, or prospects of Executive but are the customers, clients, suppliers and prospects of Employer.

     

    (ii)               Non-solicitation of Employees or Agents. Executive further agrees that during his employment with Employer, and for a period of the three (3) years from and after the termination (however such termination may be caused) of Executive s employment with Employer, or termination of any other relationship with Employer, Executive will not, directly or indirectly, for his own behalf or as an employee, associate, lender, guarantor, loan co-maker, consultant, or co-owner with anyone else, solicit, induce any person to leave the employ, or hire away any person employed by Employer without the prior written consent of Employer, which may be withheld in Employer s sole and absolute discretion .

     

    (iii)             Covenant Not to Compete During Term of Employment. Executive promises that during his term of employment with the Company, he shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of his employment with the Company or relating to the Company s line of business .

     

    f.                     Reasonable Terms. Executive acknowledges and agrees that the provisions outlined in this Section 8 above are reasonable limitations as to the time, geographic area, and scope of activity to be restrained and are no greater than necessary to protect the legitimate business interests of Employer, including the interest of Employer in protecting and

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    preserving the value of its Confidential Information and the relationships with customers, clients, suppliers, employees, and prospects developed by or on behalf of Employer.

     

    g.                   Remedies for Breach. Executive acknowledges and agrees that if the Company s Trade Secrets and/or Confidential Information were disclosed to a competing business or u sed in an unauthorized manner as provided herein, such unauthorized disclosure or use would cause immediate and irreparable harm to the Company and would give a competing business an unfair business advantage against the Company for which the Company may not have an adequate remedy at law. As such, Executive agrees that the Company shall be entitled to any proper injunction, including but not limited to temporary, preliminary, final injunctions, temporary restraining orders, and temporary protective orders, to enforce Section 8 of this Agreement in the event of breach or threatened breach by Executive, in addition to any other remedies available to the Company at law or in equity. The restrictive covenants contained in this Agreement are independent of any other obligations between the parties, and the existence of any other claim or cause of action against the Company is not a defense to enforcement of said covenants by injunction.

     

    h.                   Agreement and the Non-Competition Agreement, the provisions most favorable to Employer shall prevail.

     

    7.       Exclusivity .

     

    a.                    Exclusivity . During his employment, Executive acknowledges that any and all matters which could be construed as falling within the purview of Employer s Business, which matters may be produced or placed by Executive during the continuance of his employment by Employer, shall be placed exclusively through the facilities of and for the benefit of or upon the order of Employer. Executive shall execute such reasonable documents or undertake other acts requested by Employer to effectuate the transfer and ownership of Employer in any such items.

     

    b.                   Ownership Rights of Confidential Information and Trade Secrets . Executive does hereby acknowledge and agree that all Confidential Information, whether currently existing or subsequently created, is the exclusive property of Employer and shall continue as such both during and after the termination of Executive employment with Employer. Without limitation on the foregoing, Executive further specifically acknowledges and agrees that:

     

    (i)                  Executive has no ownership interest or rights of any kind in or to Confidential Information and Trade Secrets;

     

    (ii)               Executive will not during the course of his employment by Employer or thereafter, directly or indirectly, make use of any Confidential Information or Trade Secrets for Executive s own benefit or the benefit of another, other than on behalf of and for the benefit of Employer as permitted or required by the duties of his employment; nor divulge, disclose, communicate, or reveal any Confidential Information

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    or Trade Secrets to anyone without the advance written approval of Employer s Board of Directors;

     

    (iii)             As of the date hereof and as of any time hereafter, Executive will not make, create, or retain copies of any Confidential Information or Trade Secrets, other than copies to be used by and for the benefit of Employer, except as permitted with the above written approval of Employer s Board of Directors;

     

    (iv)              Upon any termination of Executive s employment with Employer (however such termination may be caused), without the prior written authorization of Employer (which authorization may be withheld in Employer s sole and absolute discretion): (A) Executive will not take with Executive or otherwise retain, and Executive shall immediately surrender to Employer, all Confidential Information and Trade Secrets, all copies of Confidential Information and Trade Secrets, and all other properties belonging to Employer whatsoever; and (B) Executive will not, directly or indirectly, use any Confidential Information or Trade Secrets for Executive s own benefit, or the benefit of others, in any activity of any nature whatsoever; and

     

    (v) Employer and Executive agree that the Confidential Information and Trade Secrets are vital to Employer s existence, value, and profitability and must be protected by Employer. The purpose of this Section 7(b) is to protect Employer s existence, value, profitability and goodwill. Further, it is acknowledged and agreed by the parties hereto that it is the Confidential Information, and Trade Secrets that enable Employer to maintain its competitive advantage in its highly competitive industry and that Employer ’s competitors must be prevented from learning of and using Employer s Confidential Information.

     

     

    c.                    Inventions and Patents . Executive acknowledges that all of his work, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not properly the subject of either state or federal protection for intellectual property) which relate to Employer s actual or anticipated Business, research and development, existing or future products or services, Confidential Information, Trade Secrets, and technology; and which are conceived, developed or made by Executive while employed by Employer (hereinafter Work Product ”) belong exclusively to Employer, without the obligation of paying additional compensation by Employer. Executive shall promptly disclose all such Work Product to the Board of Directors and, at Employer s sole discretion, perform all actions reasonably requested by the Board of Directors (whether during or after the term of this Agreement) to establish and confirm such ownership by Employer or its designee (including, without limitation, assignments, consents, powers of attorney and other instruments). The expense of protecting Work Product will be borne by Employer.

     

    Executive further recognizes and understands that his duties for Employer may include the preparation of Confidential Information including materials, blends, formulations and similar information, including, without limitation, written or graphic materials, and that any and all such materials conceived, created or written by him will be done as work made for hire as defined and used i n the Copyright Act of 1976, 17 USC § 1 and shall solely belong to Employer, without

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    the obligation of paying additional compensation by Employer. In the event of publication or use of such materials, Executive understands that since the work is a work made for hire, Employer will solely retain and own all rights in said inventions, materials, or intellectual property, including right of obtaining protection of same through public means or as a Trade Secret. Executive shall take all steps deemed necessary by Employer to afford such information adequate protection and shall take such steps as requested by Employer to assure Employer s ownership of same, whether before or after the termination of Executive s employment with Employer.

     

    d.                   Injunction and Other Remedies . Executive agrees that the breach of any provisions of this Section 9 will cause irreparable damage to Employer, and for that reason, Executive agrees that Employer shall be entitled, as a matter of right, to an injunction out of any court of competent jurisdiction restraining any breach or threatened breach of any provisions of this Section 9 by Executive, his subsequent employer(s), employees, partners, affiliates, or agents. Executive agrees that the right to injunction herein shall be cumulative and in addition to whatever other remedies at law or in equity Employer may seek or prove itself to be entitled to obtain.

     

    8.       Termination of Agreement .

     

    a.        For Cause .

     

    (ii)               Nothing herein shall prevent Employer from terminating this Agreement for Cause ,” as he reinafter defined without notice. In the event of such a termination for Cause the Executive s right to compensation and benefits under this Agreement shall cease as of the effective date of termination .

     

    (iii)             Cause shall mean and include those actions or events specified below in subsections (A) through (G) to the extent the same occur, or the events constituting the same take place, subsequent to the date of execution of this Agreement: (A) Failing to meet Employer objectives, budgets, and operating requirements set by the Board of Managers; (B) committing or participating in an act of fraud, gross neglect or embezzlement against Employer or its Affiliates; (C) committing or participating in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against Employer, monetarily or otherwise; (D) engaging in a criminal enterprise involving moral turpitude (engaging for purposes of this provision means being charged with a crime, and does not require conviction of a crime); (E) being charged with an act or acts constituting a felony under the laws of the United States or any state thereof where Executive works on behalf of Employer; (F) violation of Employer policies or procedures as set forth in the Employer Employee Manual or other written directive issued by or on behalf of Employer; or (G) any attempted assignment or delegation of duties under this Agreement by the Executive;

     

    (iv)              Notwithstanding anything else contained in this Agreement to the contrary, this Agreement will not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination stating that the

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    Executive committed one of the types of conduct set forth in this Section 9(a) , specifying the particulars thereof, and the Executive shall be given a ten (10) day period to cure such conduct, if cure is possible.

     

    a.              No Cause. The Company may terminate the Agreement and Executive s employment with the Company at any time without Cause upon thirty (30) days prior written notice after the first initial term of the Agreement which extends to October 31, 2020. In the event of such a termination without Cause the Executive s right to compensation and benefits under this Agreement shall cease as of the last date of employment, except that if there is termination prior to October 31, 2020 compensation will continue to be paid to Executive through October 31, 2020 or in one lump sum payment representing payment through October 31, 2020.

     

    b.             Termination upon Death or Disability . The employment of the Executive hereunder shall be deemed terminated upon the death of the Executive. In the event of the Disability, as defined below, of the Executive, Employer may terminate the Executive upon ten (10) days prior written notice to Executive. In the event of a termination pursuant to this Section, all compensation and benefits payable to Executive under this Agreement shall terminate as of the effective date of termination, with the exception of any company provided benefit packages, or elective coverage available to and obtained by Executive, that specifically continue pursuant to their terms in the event of Executive s death or Disability . For purposes of this Agreement, "Disability" means: Executive is unable to render and perform substantially and continuously Executive's duties and services as required by this Agreement and in Executive s position as Chief Executive Officer, even with reasonable accommodation.

     

    c.                    Voluntary Termination . In the event Executive terminates the Executive s employment on the Executive s own volition prior to the expiration of the Term of this Agreement, including any renewals thereof, such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Cause as provided in Section 10(a) above. In the event Executive terminates the Executive s employment on the Executive s own volition prior to the expiration of the Term for any reason, Executive shall provide Company with no less than sixty (60) days written notice. Upon delivery of such written notice by the Executive, the Company, in its sole discretion, by written notice to the Executive, may elect to accelerate the date of termination of employment (but not termination of this Agreement) to a date of the Company s choosing .

     

    9.                   Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Further, the covenants contained in the Agreement are intended to be separate and divisible covenants, and if, for any reason, any one or more of such covenants shall be held to be invalid or unenforceable, in whole or in part, it is agreed that

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    the same shall not be held to affect the validity or enforceability of any other such covenant or of this Agreement.

     

    10.               Complete Agreement . This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     

    11.               No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     

    12.               Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

     

    13.               Assistance in Litigation . Executive shall upon reasonable notice, furnish such information and proper assistance to Employer as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

     

    14.               Effect of Prior Agreements . This Agreement supersedes any prior agreement between Employer or any predecessor of Employer and the Executive.

     

    15.               Notices . Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when deposited in the United States mail, by registered or certified mail, addressed to the addresses as either party hereto may from time to time give notice of to the other in the aforesaid manner.

     

    16.               Settlement by Arbitration . Executive and Employer agree that any claim, dispute, and/or controversy, whether based on tort, contract, statutory, or equitable law, or otherwise arising from, related to, or having any relationship or connection whatsoever with Executive s e mployment by Employer, that either Executive and Employer may have against the other shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act as set forth in the At-Will and Arbitration Agreement between Employer and Executive. Both parties to this agreement stipulate any dispute arising from this agreement must be resolve in the County of San Diego. By signing below each party agrees to assent to the jurisdiction of all Federal and State courts in the County of San Diego, California. If litigation arises out of this agreement, the prevailing party shall be entitled to attorney s fees and costs from the non-prevailing party.

     

    17.               Limited Effect of Waiver by Employer . Should Employer waive breach of any provision of this agreement by the Executive, that waiver will not operate or be construed as a waiver of further breach by the Executive.

     

    18.               Assumption of Agreement by Employer s Successors and Assignees . Employer s rights and obligations under this Agreement will inure to the benefit and be binding upon

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    Employer s successors and assignees. Executive may not assign, transfer, or alienate in any manner, including by operation of law, any of his rights or obligations under this Agreement.

     

    19.               Oral Modifications not Binding . This instrument is the entire agreement of Employer and the Executive. Oral changes shall have no effect. It may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

     

    20.               Executive s Representation Regarding Other Prohibited Agreements . Executive represents to Employer that he is not subject to any employment or other agreement that limits his ability to perform any of the obligations and terms set forth in this Agreement, and specifically that he is not subject to any prior noncompete or similar agreement that would be breached by his employment under this Agreement.

     

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be executed by and through their authorized representatives as of the day and year first set forth above.

    COMPANY

    a Florida Corporation

     

     

     

     

    Signed this 1st day of November 2017

     

    By: /s/

     

    Name:

     

    Its:

     

     

    Executive:

     

     

    Signed this 1 st day of November 2017

     

    /s/ Stephen Thomas III

    Employee

     

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    Schedule 1

    Compensation

     

    As compensation for services rendered under this Agreement Employer shall pay to Executive a salary at the rate of One Hundred Fifty Dollars ($150,000.00) per year, paid on a semi-monthly basis, from which shall be deducted federal, state and if applicable, local income tax withholdings, social security and other customary employee deductions in conformity with the payroll policies of the Employer in effect from time to time. The statement of salary in annual terms does not affect or alter in any way the term of employment. Employer s Board of Directors will ordinarily review the Executive s salary on an annual basis and communicate with Executive as to the results of any such review and as required by law .

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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    Schedule 2

     

    Vacation

     

    The Company shall provide Executive with vacation benefits accrued on a calendar basis. The established vacation period is from January 1 st to December 31 st of the same year.

     

    Executive shall accrue 13.3 hours of vacation benefits each month for a total yearly accrual of 160 hours (20 days). Executive will have a maximum accrual cap of 200 hours (25 days). Vacation may not be accrued in excess of the maximum accrual cap. Once Executive s unused and accrued vacation reaches the maximum cap, the employee will not become eligible for any additional time except to the extent that the prior vacation time has been used.

     

     

    EXHIBIT 10.2

     

    EMPLOYMENT AGREEMENT

     

    This EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement ”) is made and entered into as of last date the Agreement is executed by the parties below (the Effective Date ”), between TPT GLOBAL TECH, INC., a FLORIDA Corporation ( Employe r” or Company )) and Employee, Gary L. Cook an individual residing in the State of Colorado ( Employee ” or the Executive ”). Employer and Executive shall be referred to collectively as the Parties and individually as Party.

     

    AGREEMENT

     

    NOW, THEREFORE, in consideration of the covenants and mutual agreements contained herein, the sufficiency of which is hereby acknowledged by all Parties, Employer and Executive do hereby agree as follows:

     

    WHEREAS, Executive will be employed by Employer in a capacity in which Executive will receive or have access to information which Executive and Employer acknowledge is confidential and not generally known outside of Employer, and Executive and Employer expect Executive in the discharge of his duties to Employer to develop or contribute to new ideas and improvements which will be confidential, not generally known outside of Employer, and will be proprietary information owned exclusively by Employer.

     

    WHEREAS, Executive has represented to Executive that he/she is not bound by any restrictive covenant whatsoever that would hinder Executive ’s ability to meet Employer s expectations regarding the duties to be performed.

     

    WHEREAS, Executive wishes to accept such employment on the terms set forth herein.

     

    Accordingly, the parties hereto agree as follows:

     

    1.        Term of Employment . Employer agrees to employ Executive and Executive hereby accepts exclusive employment with Employer beginning November 1, 2017 (the Start Date ”) and continuing unless terminated as provided for herein.

     

    2.        Duties of Executive .

    a.        During the Employment Period, Executive shall be employed by Employer as Chief Financial Officer (CFO). Executive shall devote his full business time and effort to the performance of his duties hereunder. The Executive shall report to the CEO and President on a regular basis on all actions within the role of the CFO and be responsible for duties including but not limited to: the administrative, financial, and risk management  operations of the company to include the development of a financial and operational strategy, metrics tied to that strategy, and the ongoing development and monitoring of control systems designed to preserve company assets and report accurate financial results. Principal accountabilities are: assist in formulating the company's future direction and supporting tactical initiatives, monitor and direct the implementation of

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    strategic business plans, develop financial and tax strategies, manage the capital request and budgeting processes, develop performance measures that support the company's strategic direction, participate in key decisions as a member of the executive management team, oversee the financial operations of subsidiary companies and foreign operations, manage any third parties to which accounting or finance functions have been outsourced, implement operational best practices, oversee employee benefit plans, with particular emphasis on maximizing a cost-effective benefits package

    Executive shall perform duties as may, from time to time, be assigned by Employer as reasonably consistent with Executive s duties, title, education, experience, background, and expertise. Executive shall be based, as agreed to between Employer and Executive, but Executive will be expected to engage in travel as necessary to fulfil job responsibilities.

     

    b.       Executive shall be subject to the direction and control of Employer ’s Board of Directors, and shall specifically report to Employer ’s Board of Directors.

     

    c.       Executive agrees that he will at all times herein remain loyal and devote his best efforts to Employer business and conscientiously perform all duties and obligations required of him by the terms of this Agreement as may be determined from time to time in the discretion of Employer.

     

    d.       Executive agrees that during the term of this Agreement, he shall not have any business investments or activities, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the business, goods and services provided by Employer to its customers.

     

    3.        Compensation .

     

    a.        Salary . Executive will earn a yearly salary of one hundred fifty thousand dollars _$150,000.00 ___ paid semi-monthly in accordance with the customary payroll practices of Employer.

    b.        Expenses . In addition to the base salary described in Paragraph 3.1 above, Employer shall reimburse Executive for actual out-of-pocket expenses incurred for reasonable business purposes to be paid against a detailed statement of expenses with proper documentation incurred by Executive in the conduct of the business of Employer.

     

    c.        Benefits . Executive may participate in any group medical and dental insurance plans that are available to other Executives of Employer generally, on the same term as such other Executives, to the extent that Executive is eligible under the terms of such plans or programs as they may be in effect from time to time.

     

    d.       Stock Option Plan. Executive will have the right to participate in the Stock Option Plan as a member of senior management and at the levels consistent with senior management of Employer.

     

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    4. Executive to Devote Substantial Time to Employer . Unless otherwise agreed in writing by Employer s Board of Directors as to a particular matter, Executive agrees that throughout his employment he will remain loyal and devote his best efforts to the Employer s business and conscientiously perform all duties and obligations required of him in his role as Chief Financial Officer of Employer. Executive agrees to devote no less than 60% of his full time, attention, and energies to the business of Employer and promotion of Employer ’s products and/or services. Executive agrees that during the term of this Agreement, he shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage in any activity that is directly competitive with the products and services provided by Employer, or engage in conduct that will reflect negatively on Employer. The foregoing provision shall not prevent Executive from serving on civic or non-profit boards provided such activities do not interfere with Executive s obligations to Employer under this Agreement. Subject to the remaining terms and provisions of this Agreement, Executive is not prohibited from making personal investments in any other businesses provided those investments do not require active involvement in the operation of those business(es), or compete directly or indirectly with the Business.

     

    5. Vacation . The Executive shall be entitled to a yearly vacation based on Employer ’s vacation policy and outlined in Schedule 2 of this Agreement.

     

    6.       Confidentiality and Trade Secrets .

     

    a.                    Definition of Trade Secrets . Executive acknowledges and agrees that, through his employment with the Company, he has or will be exposed to and/or provided with the Company s Trade Secrets as well as the Trade Secrets of the Company ’s customers (“ Trade Secrets ”). As defined by California law , “ Trade Secrets mean information, including a formula, pattern, compilation, program, device, method , technique or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons or entities who can obtain economic value from its disclosure or use and (2) is the subject of efforts that are reasonable under the circumstances to maintain it secrecy. The Trade Secrets include, but are not limited to, the following: methods and systems used in soliciting, selling and providing its services and/or products to clients and/or customers; financial and accounting information, client and/or customer profiles, financial policies and procedures, and revenues and profit margins; sales and marketing information, such as sales strategies and programs; information concerning the Company s clients and/or customers and prospective clients and/or customers; information concerning vendors and suppliers; client and/or customer lists; prospective client and/or customer lists; client and/or customer buying habits and special needs; and Executive policies and procedures. Executive acknowledges and agrees that the Trade Secrets are not generally known to the public or to the Company s competitors of the Company s customer s competitors, were developed or compiled at significant expense by the Company or its customers over an extended period of time, are the subject of the Company s and/or its customers reasonable efforts to maintain their secrecy, and that the Company and/or its customers derives significant independent economic value by keeping the Trade Secrets a secret.

     

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    b.                   Definition of Confidential Information . Executive acknowledges and agrees that, through his employment with the Company, he has or will be exposed to and/or provided with the Company s Confidential Information and the Confidential Information of Company s customers or suppliers ( Confidential Information ”). “ Confidential Information means information belonging to the Company and/or its customers and suppliers, whether reduced to writing or in a form from which such information can be obtained, translated or derived into reasonably usable form, that has been provided to Executive during his employment with the Company and/or Executive has gained access to while employed by the Company and/or was developed by Executive in the course of Executive s employment with the Company, that is proprietary and confidential in nature. The Confidential Information includes, but is not limited to, the following: Information believed to be a Trade Secret that ultimately does not qualify as such under California law but nonetheless was maintained as confidential; information concerning the nature of the Company ’s business and its manner of operation; the methods and systems used in soliciting, selling and providing its services and/or products to its clients and/or customers; financial and accounting information, such as cost, pricing and billing information, client and/or customer profiles, financial policies and procedures, and revenues and profit margins; sales and marketing information, such as sales strategies and programs; information concerning clients and/or customers and prospective clients and/or customers; information concerning vendors and suppliers; client and/or customer lists; prospective client and/or customer lists; client and/or customer buying habits and special needs; Employee policies and procedures; personnel records; software developed by or for the benefit of the Company and related data source code and programming information (whether or not patentable or registered under copyright or similar statutes); information about the Company s circuit designs, blueprints, CAD drawings and designs, layouts, algorithms, design technology and know how, formulas, manufacturing and/or design techniques, inventions (whether patentable or not); information concerning the Company s business relationships with persons, firms, corporations and other entities.

     

    c.                    Information Not Included Within the Definition of Trade Secrets and/or Confidential Information . For avoidance of doubt, the Trade Secrets and Confidential Information do not include any information that: (1) is already in the public domain or becomes available to the public through no breach by Executive of this Agreement; (2) was lawfully in the Executive s possession prior to disclosure to the Company; (3) is law f ully disclosed to Executive by a third party without any obligations of confidentiality attaching to such disclosure; or (4) is developed by Executive entirely on his own time without the Company s equipment, supplies or facilities and does not relate at the time of conception to the Company s business or actual or demonstrably anticipated research or development of the Company .

     

    d.       Covenant Not to Use, Publish or Disclose the Trade Secrets and/or Confidential Information During and After Termination of Employment . Executive acknowledges and agrees that Executive s employment with the Company creates a relationship of confidence and trust with the Company with respect to all of the Trade Secrets and Confidential Information. Therefore, at any time during Executive s term of employment or following the termination of Executive s employment with the Company, whether voluntary or involuntary, Executive shall not, except as required in the conduct of the Company’s business or as authorized in writing

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    by the Company, use, publish or disclose any of the Trade Secrets and/or Confidential Information in any manner whatsoever .

     

    e.        Permitted Uses of Confidential Information or Trade Secrets and Non-Solicitation . Executive understands and acknowledges that in order to protect Employer s interest in the Confidential Information or Trade Secrets and to prevent the intentional or inadvertent disclosure to or use by others of the Confidential Information or Trade Secrets, Employer desires to restrain the Executive from using Employer s Confidential Information and/or Trade Secrets other than to the limited extent set forth below. Executive understands and acknowledges that Employer s agreement to give Executive access to and knowledge of the Confidential Information and/or Trade Secrets, and the agreement of Employer to allow the Executive to make use of the Confidential Information and/or Trade Secrets for the sole benefit of Employer and that such information is not to be diverted, directly or indirectly, intentionally or unintentionally, by or through Executive to others. Executive also understands, acknowledges, and agrees that the provisions set forth in this Agreement are designed to enforce the Executive s agreement not to use or disclose the Confidential Information and/or Trade Secrets other than as set forth in this Agreement, both during his employment and thereafter. Accordingly, Executive agrees to the following:

     

    (i)                  Non-solicitation of Suppliers or Customers. During Executive s employment with Employer and for the three (3) years from and after the termination (however such termination may be caused) of Executive s employment with Employer, or termination of any other relationship with Employer, Executive, on his own behalf or on behalf of any other person or entity, agrees not to solicit or encourage, either directly or indirectly, any of Employer s suppliers, customers, or active business prospects, with whom Executive has dealt in any way during Executive s employment with Employer, to either terminate their relationship with Employer or engage in business with any direct competitor of Employer. Executive acknowledges and agrees that any and all of Employer s suppliers, customers, or active business prospects with whom Executive has dealt in any way during employment with Employer are not personal customers, clients, suppliers, or prospects of Executive but are the customers, clients, suppliers and prospects of Employer.

     

    (ii)               Non-solicitation of Employees or Agents. Executive further agrees that during his employment with Employer, and for a period of the three (3) years from and after the termination (however such termination may be caused) of Executive s employment with Employer, or termination of any other relationship with Employer, Executive will not, directly or indirectly, for his own behalf or as an employee, associate, lender, guarantor, loan co-maker, consultant, or co-owner with anyone else, solicit, induce any person to leave the employ, or hire away any person employed by Employer without the prior written consent of Employer, which may be withheld in Employer s sole and absolute discretion .

     

    (iii)             Covenant Not to Compete During Term of Employment. Executive promises that during his term of employment with the Company, he shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal,

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    partner, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of his employment with the Company or relating to the Company s line of business .

     

    f.                     Reasonable Terms. Executive acknowledges and agrees that the provisions outlined in this Section 8 above are reasonable limitations as to the time, geographic area, and scope of activity to be restrained and are no greater than necessary to protect the legitimate business interests of Employer, including the interest of Employer in protecting and preserving the value of its Confidential Information and the relationships with customers, clients, suppliers, employees, and prospects developed by or on behalf of Employer.

     

    g.                   Remedies for Breach. Executive acknowledges and agrees that if the Company s Trade Secrets and/or Confidential Information were disclosed to a competing business or u sed in an unauthorized manner as provided herein, such unauthorized disclosure or use would cause immediate and irreparable harm to the Company and would give a competing business an unfair business advantage against the Company for which the Company may not have an adequate remedy at law. As such, Executive agrees that the Company shall be entitled to any proper injunction, including but not limited to temporary, preliminary, final injunctions, temporary restraining orders, and temporary protective orders, to enforce Section 8 of this Agreement in the event of breach or threatened breach by Executive, in addition to any other remedies available to the Company at law or in equity. The restrictive covenants contained in this Agreement are independent of any other obligations between the parties, and the existence of any other claim or cause of action against the Company is not a defense to enforcement of said covenants by injunction.

     

    h.                   Agreement and the Non-Competition Agreement, the provisions most favorable to Employer shall prevail.

     

    7.       Exclusivity .

     

    a.                    Exclusivity . During his employment, Executive acknowledges that any and all matters which could be construed as falling within the purview of Employer s Business, which matters may be produced or placed by Executive during the continuance of his employment by Employer, shall be placed exclusively through the facilities of and for the benefit of or upon the order of Employer. Executive shall execute such reasonable documents or undertake other acts requested by Employer to effectuate the transfer and ownership of Employer in any such items.

     

    b.                   Ownership Rights of Confidential Information and Trade Secrets . Executive does hereby acknowledge and agree that all Confidential Information, whether currently existing or subsequently created, is the exclusive property of Employer and shall continue as such both during and after the termination of Executive employment with Employer. Without limitation on the foregoing, Executive further specifically acknowledges and agrees that:

     

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    (i)                  Executive has no ownership interest or rights of any kind in or to Confidential Information and Trade Secrets;

     

    (ii)               Executive will not during the course of his employment by Employer or thereafter, directly or indirectly, make use of any Confidential Information or Trade Secrets for Executive s own benefit or the benefit of another, other than on behalf of and for the benefit of Employer as permitted or required by the duties of his employment; nor divulge, disclose, communicate, or reveal any Confidential Information or Trade Secrets to anyone without the advance written approval of Employer s Board of Directors;

     

    (iii)             As of the date hereof and as of any time hereafter, Executive will not make, create, or retain copies of any Confidential Information or Trade Secrets, other than copies to be used by and for the benefit of Employer, except as permitted with the above written approval of Employer s Board of Directors;

     

    (iv)              Upon any termination of Executive s employment with Employer (however such termination may be caused), without the prior written authorization of Employer (which authorization may be withheld in Employer s sole and absolute discretion): (A) Executive will not take with Executive or otherwise retain, and Executive shall immediately surrender to Employer, all Confidential Information and Trade Secrets, all copies of Confidential Information and Trade Secrets, and all other properties belonging to Employer whatsoever; and (B) Executive will not, directly or indirectly, use any Confidential Information or Trade Secrets for Executive s own benefit, or the benefit of others, in any activity of any nature whatsoever; and

     

    (v) Employer and Executive agree that the Confidential Information and Trade Secrets are vital to Employer s existence, value, and profitability and must be protected by Employer. The purpose of this Section 7(b) is to protect Employer s existence, value, profitability and goodwill. Further, it is acknowledged and agreed by the parties hereto that it is the Confidential Information, and Trade Secrets that enable Employer to maintain its competitive advantage in its highly competitive industry and that Employer ’s competitors must be prevented from learning of and using Employer s Confidential Information.

      

    c.                    Inventions and Patents . Executive acknowledges that all of his work, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not properly the subject of either state or federal protection for intellectual property) which relate to Employer s actual or anticipated Business, research and development, existing or future products or services, Confidential Information, Trade Secrets, and technology; and which are conceived, developed or made by Executive while employed by Employer (hereinafter Work Product ”) belong exclusively to Employer, without the obligation of paying additional compensation by Employer. Executive shall promptly disclose all such Work Product to the Board of Directors and, at Employer s sole discretion, perform all actions reasonably requested by the Board of Directors (whether during or after the term of this Agreement) to establish and confirm such ownership by Employer or its

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    designee (including, without limitation, assignments, consents, powers of attorney and other instruments). The expense of protecting Work Product will be borne by Employer.

     

    Executive further recognizes and understands that his duties for Employer may include the preparation of Confidential Information including materials, blends, formulations and similar information, including, without limitation, written or graphic materials, and that any and all such materials conceived, created or written by him will be done as work made for hire as defined and used i n the Copyright Act of 1976, 17 USC § 1 and shall solely belong to Employer, without the obligation of paying additional compensation by Employer. In the event of publication or use of such materials, Executive understands that since the work is a work made for hire, Employer will solely retain and own all rights in said inventions, materials, or intellectual property, including right of obtaining protection of same through public means or as a Trade Secret. Executive shall take all steps deemed necessary by Employer to afford such information adequate protection and shall take such steps as requested by Employer to assure Employer s ownership of same, whether before or after the termination of Executive s employment with Employer.

     

    d.                   Injunction and Other Remedies . Executive agrees that the breach of any provisions of this Section 9 will cause irreparable damage to Employer, and for that reason, Executive agrees that Employer shall be entitled, as a matter of right, to an injunction out of any court of competent jurisdiction restraining any breach or threatened breach of any provisions of this Section 9 by Executive, his subsequent employer(s), employees, partners, affiliates, or agents. Executive agrees that the right to injunction herein shall be cumulative and in addition to whatever other remedies at law or in equity Employer may seek or prove itself to be entitled to obtain.

     

    8.       Termination of Agreement .

     

    a.       For Cause .

     

    (i)                  Nothing herein shall prevent Employer from terminating this Agreement for Cause ,” as he reinafter defined without notice. In the event of such a termination for Cause the Executive s right to compensation and benefits under this Agreement shall cease as of the effective date of termination .

     

    (ii)               Cause shall mean and include those actions or events specified below in subsections (A) through (G) to the extent the same occur, or the events constituting the same take place, subsequent to the date of execution of this Agreement: (A) Failing to meet Employer objectives, budgets, and operating requirements set by the Board of Managers; (B) committing or participating in an act of fraud, gross neglect or embezzlement against Employer or its Affiliates; (C) committing or participating in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against Employer, monetarily or otherwise; (D) engaging in a criminal enterprise involving moral turpitude (engaging for purposes of this provision means being charged with a crime, and does not require conviction of a crime); (E) being charged with an act or acts constituting a felony under the laws of the United States or any state thereof

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    where Executive works on behalf of Employer; (F) violation of Employer policies or procedures as set forth in the Employer Employee Manual or other written directive issued by or on behalf of Employer; or (G) any attempted assignment or delegation of duties under this Agreement by the Executive;

     

    (iii)             Notwithstanding anything else contained in this Agreement to the contrary, this Agreement will not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination stating that the Executive committed one of the types of conduct set forth in this Section 9(a) , specifying the particulars thereof, and the Executive shall be given a ten (10) day period to cure such conduct, if cure is possible.

     

    · No Cause. The Company may terminate the Agreement and Executive s employment with the Company at any time without Cause upon thirty (30) days prior written notice after the first initial term of the Agreement which extends to October 31, 2020. In the event of such a termination without Cause the Executive s right to compensation and benefits under this Agreement shall cease as of the last date of employmen t, except that if there is termination prior to October 31, 2020 compensation will continue to be paid to Executive through October 31, 2020 or in one lump sum payment representing payment through October 31, 2020.

     

    a.              Termination upon Death or Disability . The employment of the Executive hereunder shall be deemed terminated upon the death of the Executive. In the event of the Disability, as defined below, of the Executive, Employer may terminate the Executive upon ten (10) days prior written notice to Executive. In the event of a termination pursuant to this Section, all compensation and benefits payable to Executive under this Agreement shall terminate as of the effective date of termination, with the exception of any company provided benefit packages, or elective coverage available to and obtained by Executive, that specifically continue pursuant to their terms in the event of Executive s death or Disability . For purposes of this Agreement, "Disability" means: Executive is unable to render and perform substantially and continuously Executive's duties and services as required by this Agreement and in Executive s position as Chief Executive Officer, even with reasonable accommodation.

     

    b.                   Voluntary Termination . In the event Executive terminates the Executive s employment on the Executive s own volition prior to the expiration of the Term of this Agreement, including any renewals thereof, such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Cause as provided in Section 10(a) above. In the event Executive terminates the Executive s employment on the Executive s own volition prior to the expiration of the Term for any reason, Executive shall provide Company with no less than sixty (60) days written notice. Upon delivery of such written notice by the Executive, the Company, in its sole discretion, by written notice to the Executive, may elect to accelerate the date of termination of employment (but not termination of this Agreement) to a date of the Company s choosing .

     

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    9.                   Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Further, the covenants contained in the Agreement are intended to be separate and divisible covenants, and if, for any reason, any one or more of such covenants shall be held to be invalid or unenforceable, in whole or in part, it is agreed that the same shall not be held to affect the validity or enforceability of any other such covenant or of this Agreement.

     

    10.               Complete Agreement . This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     

    11.               No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     

    12.               Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

     

    13.               Assistance in Litigation . Executive shall upon reasonable notice, furnish such information and proper assistance to Employer as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

     

    14.               Effect of Prior Agreements . This Agreement supersedes any prior agreement between Employer or any predecessor of Employer and the Executive.

     

    15.               Notices . Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when deposited in the United States mail, by registered or certified mail, addressed to the addresses as either party hereto may from time to time give notice of to the other in the aforesaid manner.

     

    16.               Settlement by Arbitration . Executive and Employer agree that any claim, dispute, and/or controversy, whether based on tort, contract, statutory, or equitable law, or otherwise arising from, related to, or having any relationship or connection whatsoever with Executive s e mployment by Employer, that either Executive and Employer may have against the other shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act as set forth in the At-Will and Arbitration Agreement between Employer and Executive. Both parties to this agreement stipulate any dispute arising from this agreement must be resolve in the County of San Diego. By signing below each party agrees to assent to the jurisdiction of all Federal and State courts in the County of San Diego, California. If litigation arises out of this

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    agreement, the prevailing party shall be entitled to attorney s fees and costs from the non-prevailing party.

     

    17.               Limited Effect of Waiver by Employer . Should Employer waive breach of any provision of this agreement by the Executive, that waiver will not operate or be construed as a waiver of further breach by the Executive.

     

    18.               Assumption of Agreement by Employer s Successors and Assignees . Employer s rights and obligations under this Agreement will inure to the benefit and be binding upon Employer s successors and assignees. Executive may not assign, transfer, or alienate in any manner, including by operation of law, any of his rights or obligations under this Agreement.

     

    19.               Oral Modifications not Binding . This instrument is the entire agreement of Employer and the Executive. Oral changes shall have no effect. It may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

     

    20.               Executive s Representation Regarding Other Prohibited Agreements . Executive represents to Employer that he is not subject to any employment or other agreement that limits his ability to perform any of the obligations and terms set forth in this Agreement, and specifically that he is not subject to any prior noncompete or similar agreement that would be breached by his employment under this Agreement.

     

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be executed by and through their authorized representatives as of the day and year first set forth above.

    COMPANY

    a Florida Corporation

     

     

     

     

    Signed this 1st day of November 2017

     

    By: __/s/ Stephen Thomas III_________________

     

    Name: __Stephen Thomas III_________________

     

    Its: ___CEO______________________________

     

     

    Executive:

     

     

    Signed this 1st day of November 2017

     

     

    _ /s/ Gary Cook ______________________

    Employee

     

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    Schedule 1

    Compensation

     

    As compensation for services rendered under this Agreement Employer shall pay to Executive a salary at the rate of One Hundred Fifty Dollars ($150,000.00) per year, paid on a semi-monthly basis, from which shall be deducted federal, state and if applicable, local income tax withholdings, social security and other customary employee deductions in conformity with the payroll policies of the Employer in effect from time to time. The statement of salary in annual terms does not affect or alter in any way the term of employment. Employer s Board of Directors will ordinarily review the Executive s salary on an annual basis and communicate with Executive as to the results of any such review and as required by law .

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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    Schedule 2

     

    Vacation

     

    The Company shall provide Executive with vacation benefits accrued on a calendar basis. The established vacation period is from January 1 st to December 31 st of the same year.

     

    Executive shall accrue 13.3 hours of vacation benefits each month for a total yearly accrual of 160 hours (20 days) consistent with other senior management. Executive will have a maximum accrual cap of 200 hours (25 days). Unless agreed to by the Board of Directors, (a) vacation may not be accrued in excess of the maximum accrual cap and (b)once Executive s unused and accrued vacation reaches the maximum cap, the employee will not become eligible for any additional time except to the extent that the prior vacation time has been used.

     

     

    EXHIBIT 10.3

     

    EMPLOYMENT AGREEMENT

     

    This EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement ”) is made and entered into as of last date the Agreement is executed by the parties below (the Effective Date ”), between TPT GLOBAL TECH, INC., a FLORIDA Corporation ( Employe r” or Company )) and Employee, Rick Eberhardt an individual residing in the State of California ( Employee ” or the Executive ”). Employer and Executive shall be referred to collectively as the Parties and individually as Party.

     

    AGREEMENT

     

    NOW, THEREFORE, in consideration of the covenants and mutual agreements contained herein, the sufficiency of which is hereby acknowledged by all Parties, Employer and Executive do hereby agree as follows:

     

    WHEREAS, Executive will be employed by Employer in a capacity in which Executive will receive or have access to information which Executive and Employer acknowledge is confidential and not generally known outside of Employer, and Executive and Employer expect Executive in the discharge of his duties to Employer to develop or contribute to new ideas and improvements which will be confidential, not generally known outside of Employer, and will be proprietary information owned exclusively by Employer.

     

    WHEREAS, Executive has represented to Executive that he/she is not bound by any restrictive covenant whatsoever that would hinder Executive ’s ability to meet Employer s expectations regarding the duties to be performed.

     

    WHEREAS, Executive wishes to accept such employment on the terms set forth herein.

     

    Accordingly, the parties hereto agree as follows:

     

    1.        Term of Employment . Employer agrees to employ Executive and Executive hereby accepts exclusive employment with Employer beginning October 20, 2017? (the Start Date ”) and continuing unless terminated as provided for herein.

     

    2.        Duties of Executive .

    a.        During the Employment Period, Executive shall be employed by Employer as Executive Vice-President (EVP). Executive shall devote his full business time and effort to the performance of his duties hereunder. Executive shall be responsible for duties including but not limited to: working as the primary aide to the president, assisting with all day to day operations of the Company and its subsidiaries, performing President s duties in his absence or incapacitation, carrying out other duties outlined in the bylaws or as assigned by the President and/or Board of Directors, assisting with the development and execution of the Company ’s long term strategy with a view to creating shareholder value. The EVP and COO s role also entails being responsible for discussing and reporting day-to-day management, operational and corporate issues with

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    the President and for assisting the President with implementing the Company s long and short term plans.

    Executive shall perform duties as may, from time to time, be assigned by Employer as reasonably consistent with Executive ’s duties, title, education, experience, background, and expertise. Executive shall be based as agreed upon between the Company and Executive, but Executive will be expected to engage in travel as necessary to fulfil job responsibilities.

     

    b.       Executive shall be subject to the direction and control of Employer ’s Board of Directors, and shall specifically report to Employer ’s Board of Directors.

     

    c.       Executive agrees that he will at all times herein remain loyal and devote his best efforts to Employer business and conscientiously perform all duties and obligations required of him by the terms of this Agreement as may be determined from time to time in the discretion of Employer.

     

    d.       Executive agrees that during the term of this Agreement, he shall not have any business investments or activities, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the business, goods and services provided by Employer to its customers.

     

    3.        Compensation .

     

    a.        Salary . Executive will earn a yearly salary of one hundred fifty thousand dollars _$150,000.00 ___ paid semi-monthly in accordance with the customary payroll practices of Employer.

     

    b.        Expenses . In addition to the base salary described in Paragraph 3.1 above, Employer shall reimburse Executive for actual out-of-pocket expenses incurred for reasonable business purposes to be paid against a detailed statement of expenses with proper documentation incurred by Executive in the conduct of the business of Employer.

     

    c.        Benefits . Executive may participate in any group medical and dental insurance plans that are available to other Executives of Employer generally, on the same term as such other Executives, to the extent that Executive is eligible under the terms of such plans or programs as they may be in effect from time to time.

     

    4. Executive to Devote Full Time to Employer . Unless otherwise agreed in writing by Employer s Board of Directors as to a particular matter, Executive agrees that throughout his employment he will remain loyal and devote his best efforts to the Employer s business and conscientiously perform all duties and obligations required of him in his role as Executive Vice-President and Chief Operating Officer of Employer. Executive agrees to devote his full time, attention, and energies to the business of Employer and promotion of Employer ’s products and/or services. Executive agrees that during the term of this Agreement, he shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity,

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    engage in any activity that is directly competitive with the products and services provided by Employer, or engage in conduct that will reflect negatively on Employer. The foregoing provision shall not prevent Executive from serving on civic or non-profit boards provided such activities do not interfere with Executive s obligations to Employer under this Agreement. Subject to the remaining terms and provisions of this Agreement, Executive is not prohibited from making personal investments in any other businesses provided those investments do not require active involvement in the operation of those business(es), or compete directly or indirectly with the Business.

     

    5. Vacation . The Executive shall be entitled to a yearly vacation based on Employer ’s vacation policy and outlined in Schedule 2 of this Agreement.

     

    6.       Confidentiality and Trade Secrets .

     

    a.                    Definition of Trade Secrets . Executive acknowledges and agrees that, through his employment with the Company, he has or will be exposed to and/or provided with the Company s Trade Secrets as well as the Trade Secrets of the Company ’s customers (“ Trade Secrets ”). As defined by California law , “ Trade Secrets mean information, including a formula, pattern, compilation, program, device, method , technique or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons or entities who can obtain economic value from its disclosure or use and (2) is the subject of efforts that are reasonable under the circumstances to maintain it secrecy. The Trade Secrets include, but are not limited to, the following: methods and systems used in soliciting, selling and providing its services and/or products to clients and/or customers; financial and accounting information, client and/or customer profiles, financial policies and procedures, and revenues and profit margins; sales and marketing information, such as sales strategies and programs; information concerning the Company s clients and/or customers and prospective clients and/or customers; information concerning vendors and suppliers; client and/or customer lists; prospective client and/or customer lists; client and/or customer buying habits and special needs; and Executive policies and procedures. Executive acknowledges and agrees that the Trade Secrets are not generally known to the public or to the Company s competitors of the Company s customer s competitors, were developed or compiled at significant expense by the Company or its customers over an extended period of time, are the subject of the Company s and/or its customers reasonable efforts to maintain their secrecy, and that the Company and/or its customers derives significant independent economic value by keeping the Trade Secrets a secret.

     

    b.                   Definition of Confidential Information . Executive acknowledges and agrees that, through his employment with the Company, he has or will be exposed to and/or provided with the Company s Confidential Information and the Confidential Information of Company s customers or suppliers ( Confidential Information ”). “ Confidential Information means information belonging to the Company and/or its customers and suppliers, whether reduced to writing or in a form from which such information can be obtained, translated or derived into reasonably usable form, that has been provided to Executive during his employment with the Company and/or Executive has gained access to while employed by the Company and/or was developed by Executive in the course of Executive s employment with the Company, that is proprietary and confidential in nature. The Confidential Information includes, but is not limited

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    to, the following: Information believed to be a Trade Secret that ultimately does not qualify as such under California law but nonetheless was maintained as confidential; information concerning the nature of the Company ’s business and its manner of operation; the methods and systems used in soliciting, selling and providing its services and/or products to its clients and/or customers; financial and accounting information, such as cost, pricing and billing information, client and/or customer profiles, financial policies and procedures, and revenues and profit margins; sales and marketing information, such as sales strategies and programs; information concerning clients and/or customers and prospective clients and/or customers; information concerning vendors and suppliers; client and/or customer lists; prospective client and/or customer lists; client and/or customer buying habits and special needs; Employee policies and procedures; personnel records; software developed by or for the benefit of the Company and related data source code and programming information (whether or not patentable or registered under copyright or similar statutes); information about the Company s circuit designs, blueprints, CAD drawings and designs, layouts, algorithms, design technology and know how, formulas, manufacturing and/or design techniques, inventions (whether patentable or not); information concerning the Company s business relationships with persons, firms, corporations and other entities.

     

    c.                    Information Not Included Within the Definition of Trade Secrets and/or Confidential Information . For avoidance of doubt, the Trade Secrets and Confidential Information do not include any information that: (1) is already in the public domain or becomes available to the public through no breach by Executive of this Agreement; (2) was lawfully in the Executive s possession prior to disclosure to the Company; (3) is law f ully disclosed to Executive by a third party without any obligations of confidentiality attaching to such disclosure; or (4) is developed by Executive entirely on his own time without the Company s equipment, supplies or facilities and does not relate at the time of conception to the Company s business or actual or demonstrably anticipated research or development of the Company .

     

    d.       Covenant Not to Use, Publish or Disclose the Trade Secrets and/or Confidential Information During and After Termination of Employment . Executive acknowledges and agrees that Executive s employment with the Company creates a relationship of confidence and trust with the Company with respect to all of the Trade Secrets and Confidential Information. Therefore, at any time during Executive s term of employment or following the termination of Executive s employment with the Company, whether voluntary or involuntary, Executive shall not, except as required in the conduct of the Company ’s business or as authorized in writing by the Compa n y, use, publish or disclose any of the Trade Secrets and/or Confidential Information in any manner whatsoever.

     

    e.        Permitted Uses of Confidential Information or Trade Secrets and Non-Solicitation . Executive understands and acknowledges that in order to protect Employer s interest in the Confidential Information or Trade Secrets and to prevent the intentional or inadvertent disclosure to or use by others of the Confidential Information or Trade Secrets, Employer desires to restrain the Executive from using Employer s Confidential Information and/or Trade Secrets other than to the limited extent set forth below. Executive understands and acknowledges that Employer s agreement to give Executive access to and knowledge of the Confidential Information and/or Trade Secrets, and the agreement of Employer to allow the

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    Executive to make use of the Confidential Information and/or Trade Secrets for the sole benefit of Employer and that such information is not to be diverted, directly or indirectly, intentionally or unintentionally, by or through Executive to others. Executive also understands, acknowledges, and agrees that the provisions set forth in this Agreement are designed to enforce the Executive s agreement not to use or disclose the Confidential Information and/or Trade Secrets other than as set forth in this Agreement, both during his employment and thereafter. Accordingly, Executive agrees to the following:

     

    (i)                  Non-solicitation of Suppliers or Customers. During Executive s employment with Employer and for the three (3) years from and after the termination (however such termination may be caused) of Executive s employment with Employer, or termination of any other relationship with Employer, Executive, on his own behalf or on behalf of any other person or entity, agrees not to solicit or encourage, either directly or indirectly, any of Employer s suppliers, customers, or active business prospects, with whom Executive has dealt in any way during Executive s employment with Employer, to either terminate their relationship with Employer or engage in business with any direct competitor of Employer. Executive acknowledges and agrees that any and all of Employer s suppliers, customers, or active business prospects with whom Executive has dealt in any way during employment with Employer are not personal customers, clients, suppliers, or prospects of Executive but are the customers, clients, suppliers and prospects of Employer.

     

    (ii)               Non-solicitation of Employees or Agents. Executive further agrees that during his employment with Employer, and for a period of the three (3) years from and after the termination (however such termination may be caused) of Executive s employment with Employer, or termination of any other relationship with Employer, Executive will not, directly or indirectly, for his own behalf or as an employee, associate, lender, guarantor, loan co-maker, consultant, or co-owner with anyone else, solicit, induce any person to leave the employ, or hire away any person employed by Employer without the prior written consent of Employer, which may be withheld in Employer s sole and absolute discretion .

     

    (iii)             Covenant Not to Compete During Term of Employment. Executive promises that during his term of employment with the Company, he shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of his employment with the Company or relating to the Company s line of business .

     

    f.                     Reasonable Terms. Executive acknowledges and agrees that the provisions outlined in this Section 8 above are reasonable limitations as to the time, geographic area, and scope of activity to be restrained and are no greater than necessary to protect the legitimate business interests of Employer, including the interest of Employer in protecting and preserving the value of its Confidential Information and the relationships with customers, clients, suppliers, employees, and prospects developed by or on behalf of Employer.

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    g.                   Remedies for Breach. Executive acknowledges and agrees that if the Company s Trade Secrets and/or Confidential Information were disclosed to a competing business or u sed in an unauthorized manner as provided herein, such unauthorized disclosure or use would cause immediate and irreparable harm to the Company and would give a competing business an unfair business advantage against the Company for which the Company may not have an adequate remedy at law. As such, Executive agrees that the Company shall be entitled to any proper injunction, including but not limited to temporary, preliminary, final injunctions, temporary restraining orders, and temporary protective orders, to enforce Section 8 of this Agreement in the event of breach or threatened breach by Executive, in addition to any other remedies available to the Company at law or in equity. The restrictive covenants contained in this Agreement are independent of any other obligations between the parties, and the existence of any other claim or cause of action against the Company is not a defense to enforcement of said covenants by injunction.

     

    h.                   Agreement and the Non-Competition Agreement, the provisions most favorable to Employer shall prevail.

     

    7.       Exclusivity .

     

    a.                    Exclusivity . During his employment, Executive acknowledges that any and all matters which could be construed as falling within the purview of Employer s Business, which matters may be produced or placed by Executive during the continuance of his employment by Employer, shall be placed exclusively through the facilities of and for the benefit of or upon the order of Employer. Executive shall execute such reasonable documents or undertake other acts requested by Employer to effectuate the transfer and ownership of Employer in any such items.

     

    b.                   Ownership Rights of Confidential Information and Trade Secrets . Executive does hereby acknowledge and agree that all Confidential Information, whether currently existing or subsequently created, is the exclusive property of Employer and shall continue as such both during and after the termination of Executive employment with Employer. Without limitation on the foregoing, Executive further specifically acknowledges and agrees that:

     

    (i)                  Executive has no ownership interest or rights of any kind in or to Confidential Information and Trade Secrets;

     

    (ii)               Executive will not during the course of his employment by Employer or thereafter, directly or indirectly, make use of any Confidential Information or Trade Secrets for Executive s own benefit or the benefit of another, other than on behalf of and for the benefit of Employer as permitted or required by the duties of his employment; nor divulge, disclose, communicate, or reveal any Confidential Information or Trade Secrets to anyone without the advance written approval of Employer s Board of Directors;

     

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    (iii)             As of the date hereof and as of any time hereafter, Executive will not make, create, or retain copies of any Confidential Information or Trade Secrets, other than copies to be used by and for the benefit of Employer, except as permitted with the above written approval of Employer s Board of Directors;

     

    (iv)              Upon any termination of Executive s employment with Employer (however such termination may be caused), without the prior written authorization of Employer (which authorization may be withheld in Employer s sole and absolute discretion): (A) Executive will not take with Executive or otherwise retain, and Executive shall immediately surrender to Employer, all Confidential Information and Trade Secrets, all copies of Confidential Information and Trade Secrets, and all other properties belonging to Employer whatsoever; and (B) Executive will not, directly or indirectly, use any Confidential Information or Trade Secrets for Executive s own benefit, or the benefit of others, in any activity of any nature whatsoever; and

     

    (v) Employer and Executive agree that the Confidential Information and Trade Secrets are vital to Employer s existence, value, and profitability and must be protected by Employer. The purpose of this Section 7(b) is to protect Employer s existence, value, profitability and goodwill. Further, it is acknowledged and agreed by the parties hereto that it is the Confidential Information, and Trade Secrets that enable Employer to maintain its competitive advantage in its highly competitive industry and that Employer ’s competitors must be prevented from learning of and using Employer s Confidential Information.

      

    c.                    Inventions and Patents . Executive acknowledges that all of his work, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not properly the subject of either state or federal protection for intellectual property) which relate to Employer s actual or anticipated Business, research and development, existing or future products or services, Confidential Information, Trade Secrets, and technology; and which are conceived, developed or made by Executive while employed by Employer (hereinafter Work Product ”) belong exclusively to Employer, without the obligation of paying additional compensation by Employer. Executive shall promptly disclose all such Work Product to the Board of Directors and, at Employer s sole discretion, perform all actions reasonably requested by the Board of Directors (whether during or after the term of this Agreement) to establish and confirm such ownership by Employer or its designee (including, without limitation, assignments, consents, powers of attorney and other instruments). The expense of protecting Work Product will be borne by Employer.

     

    Executive further recognizes and understands that his duties for Employer may include the preparation of Confidential Information including materials, blends, formulations and similar information, including, without limitation, written or graphic materials, and that any and all such materials conceived, created or written by him will be done as work made for hire as defined and used i n the Copyright Act of 1976, 17 USC § 1 and shall solely belong to Employer, without the obligation of paying additional compensation by Employer. In the event of publication or use of such materials, Executive understands that since the work is a work made for hire, Employer will solely retain and own all rights in said inventions, materials, or intellectual

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    property, including right of obtaining protection of same through public means or as a Trade Secret. Executive shall take all steps deemed necessary by Employer to afford such information adequate protection and shall take such steps as requested by Employer to assure Employer s ownership of same, whether before or after the termination of Executive s employment with Employer.

     

    d.                   Injunction and Other Remedies . Executive agrees that the breach of any provisions of this Section 9 will cause irreparable damage to Employer, and for that reason, Executive agrees that Employer shall be entitled, as a matter of right, to an injunction out of any court of competent jurisdiction restraining any breach or threatened breach of any provisions of this Section 9 by Executive, his subsequent employer(s), employees, partners, affiliates, or agents. Executive agrees that the right to injunction herein shall be cumulative and in addition to whatever other remedies at law or in equity Employer may seek or prove itself to be entitled to obtain.

     

    8.       Termination of Agreement .

     

    a.       For Cause .

     

    (i)                  Nothing herein shall prevent Employer from terminating this Agreement for Cause ,” as he reinafter defined without notice. In the event of such a termination for Cause the Executive s right to compensation and benefits under this Agreement shall cease as of the effective date of termination .

     

    (ii)               Cause shall mean and include those actions or events specified below in subsections (A) through (G) to the extent the same occur, or the events constituting the same take place, subsequent to the date of execution of this Agreement: (A) Failing to meet Employer objectives, budgets, and operating requirements set by the Board of Managers; (B) committing or participating in an act of fraud, gross neglect or embezzlement against Employer or its Affiliates; (C) committing or participating in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against Employer, monetarily or otherwise; (D) engaging in a criminal enterprise involving moral turpitude (engaging for purposes of this provision means being charged with a crime, and does not require conviction of a crime); (E) being charged with an act or acts constituting a felony under the laws of the United States or any state thereof where Executive works on behalf of Employer; (F) violation of Employer policies or procedures as set forth in the Employer Employee Manual or other written directive issued by or on behalf of Employer; or (G) any attempted assignment or delegation of duties under this Agreement by the Executive;

     

    (iii)             Notwithstanding anything else contained in this Agreement to the contrary, this Agreement will not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination stating that the Executive committed one of the types of conduct set forth in this Section 9(a) , specifying the particulars thereof, and the Executive shall be given a ten (10) day period to cure such conduct, if cure is possible.

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    a.              No Cause. The Company may terminate the Agreement and Executive s employment with the Company at any time without Cause upon thirty (30) days prior written notice after the first initial term of the Agreement which extends to October 31, 2020. In the event of such a termination without Cause the Executive s right to compensation and benefits under this Agreement shall cease as of the last date of employment, except that if there is termination prior to October 31, 2020 compensation will continue to be paid to Executive through October 31, 2020 or in one lump sum payment representing payment through October 31, 2020.

     

    b.             Termination upon Death or Disability . The employment of the Executive hereunder shall be deemed terminated upon the death of the Executive. In the event of the Disability, as defined below, of the Executive, Employer may terminate the Executive upon ten (10) days prior written notice to Executive. In the event of a termination pursuant to this Section, all compensation and benefits payable to Executive under this Agreement shall terminate as of the effective date of termination, with the exception of any company provided benefit packages, or elective coverage available to and obtained by Executive, that specifically continue pursuant to their terms in the event of Executive s death or Disability . For purposes of this Agreement, "Disability" means: Executive is unable to render and perform substantially and continuously Executive's duties and services as required by this Agreement and in Executive s position as Chief Executive Officer, even with reasonable accommodation.

     

    c.                    Voluntary Termination . In the event Executive terminates the Executive s employment on the Executive s own volition prior to the expiration of the Term of this Agreement, including any renewals thereof, such termination shall constitute a voluntary termination and in such event the Executive shall be limited to the same rights and benefits as provided in connection with a termination for Cause as provided in Section 10(a) above. In the event Executive terminates the Executive s employment on the Executive s own volition prior to the expiration of the Term for any reason, Executive shall provide Company with no less than sixty (60) days written notice. Upon delivery of such written notice by the Executive, the Company, in its sole discretion, by written notice to the Executive, may elect to accelerate the date of termination of employment (but not termination of this Agreement) to a date of the Company s choosing .

     

    9.                   Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Further, the covenants contained in the Agreement are intended to be separate and divisible covenants, and if, for any reason, any one or more of such covenants shall be held to be invalid or unenforceable, in whole or in part, it is agreed that the same shall not be held to affect the validity or enforceability of any other such covenant or of this Agreement.

     

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    10.               Complete Agreement . This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     

    11.               No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     

    12.               Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

     

    13.               Assistance in Litigation . Executive shall upon reasonable notice, furnish such information and proper assistance to Employer as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

     

    14.               Effect of Prior Agreements . This Agreement supersedes any prior agreement between Employer or any predecessor of Employer and the Executive.

     

    15.               Notices . Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when deposited in the United States mail, by registered or certified mail, addressed to the addresses as either party hereto may from time to time give notice of to the other in the aforesaid manner.

     

    16.               Settlement by Arbitration . Executive and Employer agree that any claim, dispute, and/or controversy, whether based on tort, contract, statutory, or equitable law, or otherwise arising from, related to, or having any relationship or connection whatsoever with Executive s e mployment by Employer, that either Executive and Employer may have against the other shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act as set forth in the At-Will and Arbitration Agreement between Employer and Executive. Both parties to this agreement stipulate any dispute arising from this agreement must be resolve in the County of San Diego. By signing below each party agrees to assent to the jurisdiction of all Federal and State courts in the County of San Diego, California. If litigation arises out of this agreement, the prevailing party shall be entitled to attorney s fees and costs from the non-prevailing party.

     

    17.               Limited Effect of Waiver by Employer . Should Employer waive breach of any provision of this agreement by the Executive, that waiver will not operate or be construed as a waiver of further breach by the Executive.

     

    18.               Assumption of Agreement by Employer s Successors and Assignees . Employer s rights and obligations under this Agreement will inure to the benefit and be binding upon Employer s successors and assignees. Executive may not assign, transfer, or alienate in any manner, including by operation of law, any of his rights or obligations under this Agreement.

     

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    19.               Oral Modifications not Binding . This instrument is the entire agreement of Employer and the Executive. Oral changes shall have no effect. It may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

     

    20.               Executive s Representation Regarding Other Prohibited Agreements . Executive represents to Employer that he is not subject to any employment or other agreement that limits his ability to perform any of the obligations and terms set forth in this Agreement, and specifically that he is not subject to any prior noncompete or similar agreement that would be breached by his employment under this Agreement.

     

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be executed by and through their authorized representatives as of the day and year first set forth above.

    COMPANY

    a Florida Corporation

     

     

     

     

    Signed this 1st day of November 2017

     

    By: __/s/ Stephen J. Thomas III____________

     

    Name: __Stephen J. Thomas______________

     

    Its: _____CEO________________________

     

     

    Executive:

     

     

    Signed this 1st day of November 2017

    /s/ Rick Eberhardt

    ________________________________

    Employee

     

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    Schedule 1

    Compensation

     

    As compensation for services rendered under this Agreement Employer shall pay to Executive a salary at the rate of One Hundred Fifty Dollars ($150,000.00) per year, paid on a semi-monthly basis, from which shall be deducted federal, state and if applicable, local income tax withholdings, social security and other customary employee deductions in conformity with the payroll policies of the Employer in effect from time to time. The statement of salary in annual terms does not affect or alter in any way the term of employment. Employer s Board of Directors will ordinarily review the Executive s salary on an annual basis and communicate with Executive as to the results of any such review and as required by law .

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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    Schedule 2

     

    Vacation

     

    The Company shall provide Executive with vacation benefits accrued on a calendar basis. The established vacation period is from January 1 st to December 31 st of the same year.

     

    Executive shall accrue 13.3 hours of vacation benefits each month for a total yearly accrual of 160 hours (20 days). Executive will have a maximum accrual cap of 200 hours (25 days). Vacation may not be accrued in excess of the maximum accrual cap. Once Executive s unused and accrued vacation reaches the maximum cap, the employee will not become eligible for any additional time except to the extent that the prior vacation time has been used.

     

     

    EXHIBIT 10.4

     

    AGREEMENT AND PLAN OF MERGER

     

    This Agreement and Plan of Merger (“ Agreement ”) is made and entered into as of September 30, 2014 (the “ Effective Date ”), by and among Ally Pharma US, Inc., a Florida corporation, with its principal office at 507 E. Comanche Ave., Tampa, Florida 33604 (“ API ”), TPT Global, Inc., a Nevada corporation, with its principal office at 600 W Broadway Suite 700 San Diego Ca 92101 (“ TPT ”), and TPT Acquisition Corp, a newly-formed wholly-owned subsidiary of API, domiciled in Colorado (“ Acquisition Sub ”). Each of API, TPT and Acquisition Sub is referred to herein individually as a “ Party ,” or collectively as the “ Parties .”

     

    RECITALS

     

    A.                  API and TPT intend to effect a merger, pursuant to which Acquisition Sub will merge with and into TPT and TPT will survive, as a result of which the entire issued share capital of TPT (the “ TPT Shares”) will be deemed for all purposes to represent shares of common stock, par value $0.001 per share, of API upon the terms and subject to the conditions set forth in this Agreement.

     

    B.                  As a condition of the Closing, API shall have completed a one for one hundred reverse split of its issued and outstanding common stock and a name change to TPT Global Tech, Inc.

     

    C.                  The Parties intend that the Merger contemplated by this Agreement will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated there under (the “ Tax Code ”).

     

    NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and mutual covenants herein made, the parties hereby agree to the foregoing and as follows:

     

    Section 1. Definitions. Capitalized terms not otherwise defined herein have the meanings set forth in the attached Schedule 1 .

     

    Section 2. The Merger.

     

    (a)     Effecting the Merger . Upon the terms and subject to the conditions contained in this Agreement, at the Effective Time (as hereinafter defined), (i) Acquisition Sub shall be merged with and into TPT (the “ Merger ”); (ii) the separate corporate existence of Acquisition Sub shall thereupon cease and TPT will continue as the surviving corporation in the Merger and wholly-owned subsidiary of API (sometimes referred to herein as the “Surviving Subsidiary”),

    (iii) all the properties, rights and privileges, and power of TPT, shall vest in the Surviving Subsidiary, and all debts, liabilities and duties of TPT shall become the debts, liabilities and duties of the Surviving Subsidiary, and (iv) each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchange for one validly issued, fully paid and non-assessable share of the Surviving Subsidiary’s common stock.

     

    (b)     Effect on Capital Stock .

     

    Conversion of TPT Shares . At the Effective Time, each TPT Share issued and outstanding on the Closing Date (as defined in Section 3, below) shall, by virtue of the Merger

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    and without any action on the part of TPT, API, Acquisition Sub, or the holders of the TPT Shares as of the Closing Date (the “ Original Holders ”), be converted into and will become one share of validly issued, fully paid and non-assessable common stock of API (the “ Share Ratio ”) such that the Original Holders will be issued a total of 110,000,000 shares of API (the “ API Common Stock ”) following the conversion. All shares of API Common Stock issued upon the surrender for exchange of TPT Shares in accordance with the terms hereof shall (i) contain a restricted securities legend in compliance with the Securities Act and (ii) be deemed to have been issued in full satisfaction of all rights pertaining to such TPT Shares. There shall be no further registration of transfers on the stock transfer books of TPT of the TPT Shares that were outstanding immediately prior to the Effective Time.

     

    Fractional Shares. No fractional shares will be issued in connection with the conversion of TPT Shares into API Common Stock, and any right to receive a fractional share will be rounded-up to the nearest whole share.

     

    Cancellation of TPT Shares . At the Effective Time, the TPT Shares will be deemed canceled and retired and will cease to exist, and each holder of a certificate for TPT Shares will cease to have any rights with respect thereto; provided , however , that, following the Closing Date, upon surrender of an original stock certificate representing TPT Shares, API will deliver a stock certificate for shares of API Common Stock to which such person is entitled pursuant to the Share Ratio, bearing any necessary or appropriate restrictive legend. The effect of the Merger shall be as provided in the applicable provisions of Nevada Law.

     

    Lost, Stolen or Destroyed Certificates . If any certificate evidencing TPT Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed and, if required by API, the posting of an indemnity bond, in such reasonable amount as API or the transfer agent may direct, as collateral security against any claim that may be made with respect to the certificate, API will issue in exchange for the lost, stolen or destroyed certificate the applicable number of shares of API Common Stock.

     

    At the Effective Time, each share of common stock of Acquisition Sub (“ Acquisition Sub Stock ”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid, nonassessable share of common stock of the Surviving Subsidiary. Each stock certificate evidencing ownership of any shares of Acquisition Sub Stock shall, at the Effective Time, evidence ownership of such shares of capital stock of the Surviving Subsidiary.

     

    (c)     Reorganization . The Parties intend to adopt this Agreement and the Merger as a plan of reorganization under Section 368(a) of the Tax Code. The shares of API Common Stock issued in the Merger will be issued solely in exchange for TPT Shares, and no other transaction other than the Merger represents, provides for or is intended to be an adjustment to the consideration paid for the TPT Shares. No consideration that could constitute “other property” within the meaning of Section 356(b) of the Tax Code is being transferred by API for TPT Shares in the Merger. The parties shall not take a position on any tax return inconsistent with this Section 2(c).

     

    (d)     Further Actions . If at any time after the Effective Time, API or TPT reasonably determines that any deeds, assignments, or instruments, or conformations of transfer are necessary or desirable to carry out the purposes of this Agreement, the officers and directors of

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    API and TPT are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary or desirable actions.

     

    (e)    Lock-up Shares . The shares of API Common Stock issued to the TPT Inside Shareholders (as defined below) shall be locked up for 30 days after the Closing Date pursuant to the terms of the lock-up agreement which shall be substantially in the form of Exhibit A attached hereto (“ Lock-Up Agreement ”). Such Lock-Up Agreement shall provide that the TPT Inside Shareholders may sell twenty-five percent (25%) of the shares of API Common Stock after nine (9) months from the later of Closing Date. “TPT Inside Shareholders” shall be defined as TPT’s officers, directors, employees, five percent (5%) shareholders and any affiliates of each of those parties.

     

    (f) Piggy-Back Registration Rights .

    (i)     In the event API proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by API pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction), API shall promptly give each Original Holder written notice of such registration. API shall use all reasonable efforts to cause to be registered all of the shares of API Common Stock that each such Original Holder has requested to be included in such registration. Notwithstanding any other provision of this Agreement and regardless of the registration of any shares of API Common Stock, the shares of API Common Stock will continue to be subject the lock up provisions specified in Section 2(f).

     

    (ii)     API shall have the right to terminate or withdraw any registration initiated by it under this Section 2(f) before the effective date of such registration, whether or not any Original Holder has elected to include shares of API Common Stock in such registration.

     

    (iii)     All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Sections 2(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for API shall be borne by API.

     

    (iv)     If a registration of which API gives notice under this Section 2(f) is for an underwritten offering, then API shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of API Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of API Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of API Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise API that marketing factors require a limitation of the number of shares of API Common Stock to be underwritten or exclusion of the shares of API Common Stock, then the managing underwriters may exclude the shares of API Common Stock from the registration and the underwriting. If any Original Holder disapproves of the terms of any such underwriting, such Original Holder may elect to withdraw there from by written notice to API and the managing underwriters. Any shares of API Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

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    (g)     The covenants contained in (i) above shall survive the closing and shall be enforceable whether or not contained in a separate agreement.

     

    Section 3. Closing.

     

    (a)     Closing Date . On the terms and subject to the conditions of this Agreement, the closing of the Merger (the “ Closing ”) shall be effective as soon as all of the conditions hereof are met and any document deliveries take place at the offices of TPT Global, on September 30, 2014, at 10:00 a.m. PT, or such other time, date or place as API and TPT may otherwise agree (the “Closing Date”).

     

    (b)     Documents to be Delivered by API . On or before the Closing, API will deliver or cause to be delivered to TPT:

     

    (i)                  all consents or approvals required to be obtained by API for the purposes of completing the Merger;

     

    (ii)                a certified copy of a resolution of the directors of API dated as of the Closing Date appointing Stephen Thomas to the board of directors of API;

     

    (iii)              certified copies of such resolutions of the directors of API as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

     

    Section 4. Directors and Officers of API. Effective as of the Closing, (a) the current directors of API shall appoint Stephen Thomas and other designees of TPT, and if necessary, shall increase the size of the board of directors of API to create vacancies to accommodate TPT designees; and (b) the current officers of API shall remain in their current officer positions with API.

     

    Section 5. TPT’s Representations and Warranties. TPT represents and warrants to API that the statements contained in this Section are true and correct as of the Effective Date and will be true and correct as of the Closing Date, as set forth herein and in the disclosure schedule delivered by TPT to API (the “ TPT Schedule ”), arranged in sections corresponding to the paragraphs in this Section; the disclosure in any section or paragraph will qualify other paragraphs in this Section to the extent that it is reasonably apparent from a reading of the disclosure that it also qualifies or applies to such other paragraphs.

     

    Organization . TPT is a corporation validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority and possesses all necessary governmental approvals necessary to own, lease and operate its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby. TPT is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have an Adverse Effect. Certified copies of the Certificate of Incorporation of TPT, as amended to date, each as currently in effect, have been made available to API, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof. TPT is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.

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    Capitalization .

     

    TPT’s authorized capital ownership interests consists solely of 50,000,000 TPT Shares, as of date hereof.

     

    There are 20,000,000 TPT Shares outstanding and no other authorized or issued TPT Shares or other measure of capital ownership of TPT. There are no agreements, arrangements or understandings to which TPT is a party (written or oral) to issue any other TPT Shares or other measures of capital ownership of TPT. All of the outstanding TPT Shares were duly and validly issued and fully paid, are non-assessable and free of preemptive rights, and were issued in compliance with all applicable state and federal securities laws.

     

    Except as provided in the TPT Schedule, there are no outstanding (A) options, warrants, or other rights to purchase from TPT any TPT Shares or other measures of capital ownership of TPT; (B) debt securities or instruments convertible into or exchangeable for TPT Shares or other measures of capital ownership of TPT; or (C) commitments of any kind for the issuance of additional TPT Shares or options, warrants or other securities of TPT.

     

    There are no options or other rights to acquire such Shares or other measures of capital ownership and there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of any TPT Shares or other measures of capital ownership of TPT created by statute, the Certificate of Incorporation or Bylaws, or any agreement or other arrangement to which TPT is a party or to which it is bound and there are no agreements, arrangements or understandings to which TPT is a party (written or oral) pursuant to which TPT has the right to elect to satisfy any liability by issuing any TPT Shares or other measures of capital ownership of TPT.

     

    Other than the Bylaws, TPT is not a party or subject to any agreement or understanding, and, to TPT's knowledge, there is no agreement, arrangement or understanding between or among any persons which affects, restricts or relates to voting, giving of written consents, distributions, allocation of profits and losses, or transferability of Shares or other measures of capital ownership of TPT, including any voting trust agreement or proxy.

     

    No Subsidiaries . TPT does not own any capital stock or other equity interest in any corporation, partnership, joint venture, or other entity.

     

    Authorization . TPT has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by TPT and the consummation by TPT of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and/or stockholder action by TPT and no other corporate proceedings on the part of TPT and no other stockholder vote or consent is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TPT. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which TPT is a party constitute the valid and legally binding obligations of TPT, enforceable against TPT in accordance with their respective terms, except as may be limited by principles of equity or applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally. The execution, delivery and performance by TPT of

    5  
     

    this Agreement and the agreements provided for herein, and the consummation by TPT of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, violate the provisions of the Certificate of Incorporation or Bylaws of TPT, or (i) violate any judgment, decree, order or award of any court, governmental body or arbitrator; (ii) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of TPT pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which TPT is a party or by which TPT or any of its properties is or may be bound; or (iii) to TPT’s Knowledge, violate the provisions of any law, rule or regulation applicable to TPT, except where such violation would not reasonably be expected to have an Adverse Effect.

     

    No Conflict . The execution and delivery of this Agreement by TPT does not require any consent or approval under, result in any breach of, result in any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under; give to others any right of termination, vesting, amendment, acceleration or cancellation of; or result in the creation of any lien or encumbrance on any property or asset of TPT pursuant to; any material agreement of TPT or other instrument or obligation of TPT.

     

    Litigation . There is no action, suit, legal or administrative proceeding or investigation pending or, to TPT’s Knowledge, threatened against or involving TPT (either as a plaintiff or defendant) before any court or governmental agency, authority, body or arbitrator. There is not in existence on the date hereof any order, judgment or decree of any court, tribunal or agency to TPT’s Knowledge enjoining or requiring TPT to take any action of any kind with respect to its business, assets or properties.

     

    Insurance . The TPT Schedule contains a listing of all current TPT insurance policies. To TPT’s Knowledge, all current insurance policies are in full force and effect, are in amounts of a nature that are adequate and customary for TPT’s business, and to TPT’s Knowledge are sufficient for compliance with all legal requirements and agreements to which it is a party or by which it is bound. All premiums due on current policies or renewals have been paid, and there is no material default under any of the policies.

     

    Personal Property . TPT has good and marketable title to all of its tangible personal property free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges, and restrictions, except for liens, if any, for personal property taxes not due. Such property is used by TPT in the ordinary course of its business and is sufficient for continued conduct of TPT’s business after the Closing Date in substantially the same manner as conducted prior to the Closing Date. Such property is in good operating condition and repair, normal wear and tear excepted, and normal maintenance has been performed.

     

    Intangible Property . TPT owns, or possesses, adequate licenses or other valid rights to use all existing United States and foreign patents, trade names, service marks, copyrights, trade secrets, and applications therefor listed in the TPT Schedule, which are material to its business as currently conducted (the “ TPT Intellectual Property Rights ”), except where the failure to have such TPT Intellectual Property Rights would not reasonably be expected to have an Adverse Effect. TPT has the right and authority to use, and to continue to use such TPT Intellectual Property Rights after the Closing Date, such property in connection with the

    6  
     

    conduct of its business in the manner presently conducted, and to its Knowledge such use or continuing use does not and will not materially infringe upon or violate any rights of any other person, subject to the outcome of the TPT Litigation.

     

    Real Property . Except as specified on the TPT Schedule, TPT is not a party to any material lease agreements and does not have any interests in any parcel of real property, improved or otherwise.

     

    Tax Matters . Within the times and in the manner prescribed by law, TPT has filed, or will have filed, all federal, state and local tax returns and all tax returns for other governing bodies having jurisdiction to levy taxes upon it that are required to be filed. TPT has paid all taxes, interest, penalties, assessments and deficiencies that have become due, including without limitation income, franchise, real estate, and sales and withholding taxes. No examinations of the federal, state or local tax returns of TPT are currently in progress or threatened and no deficiencies have been asserted or to TPT’s Knowledge assessed against TPT as a result of any audit by the Internal Revenue Service or any state or local taxing authority and no such deficiency has been proposed or threatened.

     

    Books and Records . The general ledger and books of account of TPT, all minute books of TPT, all federal, state and local income, franchise, property and other tax returns filed by TPT, all of which have been made available to API, are in all material respects complete and correct and have been maintained in accordance with good business practice and in accordance with all applicable procedures required by laws and regulations, except as would reasonably be expected to have an Adverse Effect.

     

    Contracts and Commitments . The TPT Schedule lists all material contracts and agreements to which TPT is a party, whether written or oral, other than those between TPT and API. Each such contract is a valid and binding agreement of TPT, enforceable against TPT in accordance with its terms, is in full force and effect and represents the material terms of the agreement between the respective parties. TPT has materially complied with all obligations required pursuant to such contracts to have been performed by TPT on its part and neither TPT nor, to TPT’s Knowledge, any other party to such contract is in breach of or default in any material respect under any such contract.

     

    Compliance with Laws . TPT has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business as currently conducted and own and operate its assets, except where the failure to have such permits would not reasonably be expected to have an Adverse Effect. To TPT’s Knowledge, TPT is not in violation of any federal, state or local law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous waste, land use or similar matters) relating to its business or its properties.

     

    Employee Benefit Plans . Except as specified on the TPT Schedule, TPT has no (A) employee benefit plans as defined in ERISA Section 3(3), (B) bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or other similar employee benefit plans, or (C) material unexpired severance agreements with any current or former employee of API.

    7  
     

    Indebtedness to and from Affiliates . TPT is not indebted, directly or to TPT’s Knowledge indirectly, to any officer, director or 10% stockholder of TPT in any amount other than for salaries for services rendered or reimbursable business expenses, and no such person is indebted to TPT except for advances made to employees of TPT in the ordinary course of business to meet reimbursable business expenses.

     

    Regulatory Approvals . All consents, approvals, authorizations or other requirements prescribed by any law, rule or regulation that must be obtained or satisfied by TPT and that are necessary for the execution and delivery by TPT of this Agreement or any documents to be executed and delivered by TPT in connection therewith have been, or prior to the Closing Date will be, obtained and satisfied.

     

    No Brokers . No broker or finder has acted for TPT in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements, or understandings made by or on behalf of TPT.

     

    Disclosure . The information concerning TPT set forth in this Agreement, the exhibits and schedules hereto, and any document, statement or certificate furnished or to be furnished in connection herewith does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary to make the statements and facts contained herein or therein, in light of the circumstances in which they are made, not false or misleading.

     

    Tax Treatment . Neither TPT nor, to the Knowledge of TPT, any of its Affiliates has taken or agreed to take action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368 of the Tax Code.

     

    Section 6. API’s, Acquisition Sub’s Representations and Warranties. Each of API, Acquisition Sub represents and warrants to TPT and the surviving corporation that the statements contained in this Section are true and correct as of the Effective Date and will be true and correct as of the Closing Date, as set forth herein and in the disclosure schedule delivered by API, Acquisition Sub to TPT (the “ API Schedule ”), arranged in sections corresponding to the paragraphs in this Section to the extent that it is reasonably apparent from a reading of the disclosure that it also qualifies or applies to such other paragraphs.

     

    Organization .

     

    (ii)    API is a corporation validly existing and in good standing under the laws of the State of Florida and has all requisite power and authority and possesses all necessary governmental approvals necessary to own, lease and operate its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby. API is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have an Adverse Effect. Certified copies of its Articles of Incorporation and Bylaws, as amended to date, have been made available to TPT, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof. API is not in violation of any of the provisions of its Articles of Incorporation or Bylaws.

    8  
     

    (iii)   Acquisition Sub is a corporation validly existing and in good standing under the laws of the State of Colorado and has all requisite power and authority and possesses all necessary governmental approvals necessary to own, lease and operate its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby. Certified copies of its Certificate of Incorporation and Bylaws have been made available to TPT, are complete and correct, and no amendments have been made thereto or have been authorized since the date thereof. Acquisition Sub is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.

     

    Capitalization .

     

    API’s authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share.

     

    There are 27,500,000 shares of common stock issued and outstanding (post reverse split – one for 100), no shares of preferred stock are issued and outstanding, and no shares of common stock of API are held in the treasury of API. All of the issued and outstanding shares of common stock and Series B preferred stock of API were duly and validly issued and fully paid, are non-assessable and free of preemptive rights, and were issued in compliance with all applicable state and federal securities laws.

     

    Except as provided in the API Schedule, there are no outstanding (A) options, warrants, or other rights to purchase from API any capital stock of API or Acquisition Sub; (B) debt securities or instruments convertible into or exchangeable for shares of such stock; or (C) commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of API or Acquisition Sub.

     

    API owns all of the outstanding capital stock of Acquisition Sub, free and clear of all liens or other encumbrances.

     

    No Subsidiaries . Except for Acquisition Sub and as provided in the API Schedule, API does not own any capital stock or other equity interest in any corporation, partnership, joint venture or other entity.

     

    Authorization . Each of API and Acquisition Sub has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by API and Acquisition Sub and the consummation by API and Acquisition Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by API or Acquisition Sub, respectively, and no other corporate proceedings on the part of API or Acquisition Sub, respectively, and no stockholder vote or consent is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by API and Acquisition Sub. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which API or Acquisition Sub is a party constitute the valid and legally binding obligations of API and Acquisition Sub, respectively, enforceable against API and Acquisition Sub, respectively, in accordance with their terms, except as may be limited by principles of equity or applicable bankruptcy, reorganization, insolvency, moratorium,

    9  
     

    fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally. The execution, delivery and performance by API and Acquisition Sub of this Agreement and the agreements provided for herein, and the consummation by API and Acquisition Sub of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, violate the provisions of the Articles of Incorporation or Bylaws of API, the Certificate of Incorporation or Bylaws of Acquisition Sub, or (i) violate any judgment, decree, order or award of any court, governmental body or arbitrator; (ii) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of API or Acquisition Sub pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which API or Acquisition Sub is a party or by which API Acquisition Sub or any of their respective properties is or may be bound; or (iii) to API’s or Acquisition Sub's Knowledge, violate the provisions of any law, rule or regulation applicable to API or Acquisition Sub, except where such violation would not reasonably be expected to have an Adverse Effect.

     

    No Conflict . The execution and delivery of this Agreement by API or Acquisition Sub does not require any consent or approval under, result in any breach of, any loss of any benefit under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any property or asset of API or Acquisition Sub pursuant to any material agreement of API or Acquisition Sub or other instrument or obligation of API or Acquisition Sub .

     

    Absence of Liabilities . API does not have any liability or obligation, secured or unsecured, whether accrued, absolute, contingent, unasserted or otherwise, that exceeds an aggregate of $25,000. Acquisition Sub has no liabilities or obligations.

     

    Litigation . Except as specified in the API Schedule, there is no action, suit, legal or administrative proceeding or investigation pending or, to API’s Knowledge, threatened against or involving API or Acquisition Sub (either as a plaintiff or defendant) before any court or governmental agency, authority, body or arbitrator. There is not in existence on the date hereof any order, judgment or decree of any court, tribunal or agency to API’s Knowledge enjoining or requiring API or Acquisition Sub to take any action of any kind with respect to its business, assets or properties.

     

    Tax Matters . Except as specified in the API Schedule, API has filed all federal, state and local tax returns and all tax returns for other governing bodies having jurisdiction to levy taxes upon it which are required to be filed. API has paid all taxes, interest, penalties, assessments, and deficiencies which have become due, including without limitation income, franchise, real estate, and sales and withholding taxes. No examinations of the federal, state or local tax returns of API are currently in progress nor threatened and no deficiencies have been asserted or to its Knowledge assessed against API as a result of any audit by the Internal Revenue Service or any state or local taxing authority and no such deficiency has been proposed or threatened.

     

    Books and Records . The general ledger and books of account of API, all minute books of API, all federal, state and local income, franchise, property and other tax returns filed by API, all reports and filings with the SEC by API, all of which have been made available to TPT, are in all material respects complete and correct and have been maintained in accordance with

    10  
     

    good business practice and in accordance with all applicable procedures required by laws and regulations.

     

    Contracts and Commitments . There are no material contracts to which API is a party other than those specified in its filings with the SEC. Neither Acquisition Sub n is a party to any contract.

     

    Compliance with Laws . API has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business as currently conducted and own and operate its assets, except where the failure to have such permits would not reasonably be expected to have an Adverse Effect. API is not in violation of any federal, state or local law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous waste, land use or similar matters) relating to its business or its properties.

     

    Employee Benefit Plans . Except as disclosed in its filings with the SEC, API has no (A) employee benefit plans as defined in ERISA Section 3(3), (B) bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or other similar employee benefit plans, or (C) material unexpired severance agreements with any current or former employee of API. With respect to such plans, individually and in the aggregate, no event has occurred and, to API’s Knowledge, there exists no condition or set of circumstances in connection with which API could be subject to any liability that is reasonably likely to have an Adverse Effect under ERISA, the Tax Code or any other applicable law.

     

    Indebtedness to and from Affiliates . As of the Closing Date, API is not indebted, directly or to its Knowledge indirectly, to any officer, director or 10% stockholder of API in any amount, and no such person is indebted to API except for advances made to employees of API in the ordinary course of business to meet reimbursable business expenses.

     

    Regulatory Approvals . All consents, approvals, authorizations or other requirements prescribed by any law, rule or regulation that must be obtained or satisfied by API or Acquisition Sub and that are necessary for the execution and delivery by API or Acquisition Sub of this Agreement or any documents to be executed and delivered by API or Acquisition Sub in connection therewith have been obtained and satisfied.

     

    No Brokers . No broker or finder has acted for API or Acquisition Sub in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of API or Acquisition Sub.

     

    Disclosure . The information concerning each of API or Acquisition Sub set forth in its reports and filings with the SEC, this Agreement, the exhibits and schedules hereto, and any document, statement or certificate furnished or to be furnished in connection herewith (as applicable) does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary to make the statements and facts contained herein or therein, in light of the circumstances in which they are made, not false or misleading.

     

    API FINANCIALS .

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    Each of the financial statements was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, and fairly presented the financial position of API as of the dates and the results of its operations and cash flows for the periods indicated.

     

    Tax Treatment . Neither API nor, to the Knowledge of API, any of its Affiliates has taken or agreed to take action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368 of the Tax Code.

     

    Certificates . The certificates representing the shares of API to be delivered pursuant to this Agreement are subject to certain trading restrictions imposed by the Securities Act and applicable state securities or “blue sky” laws.

     

    Investment Company . API is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

     

    Section 7. Covenants of API.

     

    Conduct of Business of API . Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time, API will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization. Except as otherwise expressly provided in this Agreement or in the API Disclosure Schedule, prior to the Effective Time, API shall not, without the prior written consent of TPT:

     

    amend its Articles of Incorporation or Bylaws (or other similar governing instrument), except as to the one hundred for one reverse split and the name change to TPT Global Tech Inc.

     

    authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights;

     

    split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities;

     

    adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of API (other than the Merger);

     

    (i)    incur or assume any long-term or short-term debt or issue any debt securities;

    (ii)     assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise

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    encumber shares of capital stock of API; or (v) mortgage or pledge any of its material assets, or create or suffer to exist any material lien thereupon (other than tax Liens for taxes not yet due);

     

    except as contemplated in this Agreement and Asset Purchase Agreement, acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions (other than in the ordinary course of business);

     

    except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

     

    (i)           acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice; (iii) authorize any new capital expenditure or expenditures which, individually is in excess of $1,000 or, in the aggregate, are in excess of $5,000;

     

    make any tax election or settle or compromise any income tax liability material to

    API;

     

    settle or compromise any pending or threatened suit, action or claim which

    (i)   relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have an Adverse Effect on API; or

     

    take, or agree in writing or otherwise to take, any of the actions described in Sections 7(a)(i) through (xi) or any action which would make any of the representations or warranties of contained in this Agreement untrue or incorrect.

     

    Section 8. Covenants of TPT.

     

    Conduct of Business of TPT . Except as contemplated by this Agreement, including as described in the TPT Disclosure Schedule, during the period from the date hereof to the Effective Time, TPT will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, and keep available the service of its current officers and employees. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in the TPT Disclosure Schedule, prior to the Effective Time, TPT shall not, without the prior written consent of API:

     

    adopt a plan of complete or partial liquidation, dissolution, merger consolidation, restructuring, recapitalization or other reorganization of TPT (other than the Merger);

     

    (i)    incur or assume any long-term or short-term debt or issue any debt securities;

    (ii)     assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of TPT; or (v) mortgage or pledge any of its material assets, or create or suffer to exist any material lien thereupon (other than tax Liens for taxes not yet due); or

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    take, or agree in writing or otherwise to take, any action which would make any of the representations or warranties of the TPT contained in this Agreement untrue or incorrect.

     

    Section 9. Other Covenants and Agreements of the Parties.

     

    Acquisition Sub Meeting of Stockholders . Acquisition Sub shall take all action necessary, in accordance with the Corporation Laws of the State of Colorado, and its Certificate of Incorporation and Bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby.

     

    TPT Meeting of Shareholders . TPT shall take all action necessary, in accordance with the Corporation Laws of the State of Colorado, and its Certificate of Incorporation and Bylaws, to obtain written consent of at least 80% of its shareholders, in lieu of a shareholder meeting to approve the adoption and approval of this Agreement and the transactions contemplated hereby.

     

    API Common Stock . At the Effective Time, API shall not have issued and outstanding more than 27,500,000 shares of API Common Stock.

     

    Access to Information .

     

    Between the date hereof and the Effective Time, API will give TPT and its authorized representatives reasonable access to its facilities and to all books and records of itself, will permit TPT to make such inspections as TPT may reasonably require and will cause its officers to furnish TPT with such financial and operating data and other information with respect to the business and properties of itself as TPT may from time to time reasonably request.

     

    Each of the Parties hereto will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it in connection with the transactions contemplated by this Agreement.

     

    Additional Agreements, Reasonable Efforts . Subject to the terms and conditions herein provided, each of the Parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation of a Form 8-K to be filed with the SEC in connection with this Agreement, (ii) obtaining consents of all third parties and governmental entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; and (iii) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.

     

    (a)     Press Releases . TPT and API will consult with each other before issuing, and will provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process. The Parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.

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    Other Filings . At all times from and after the date hereto until the Effective Time, API covenants and agrees to make all filings it is required to make pursuant to the Exchange Act on a timely basis.

     

    Section 10. TPT’s Conditions to the Merger. The obligation of TPT to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by TPT:

     

    (a)     Each of the representations and warranties of API and Acquisition Sub contained in this Agreement shall be true and correct as of the date of this Agreement, except to the extent that any changes, circumstances, or events making such representations and warranties not true or correct would not, individually or in the aggregate, constitute an Adverse Effect and at the Closing each of API and Acquisition Sub shall have delivered to TPT a certificate to that effect;

     

    (b)     Any governmental or third party approvals required to effect the Merger shall have been obtained;

     

    (c)     Each of API and Acquisition Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and at the Closing API shall have delivered to TPT a certificate to that effect;

     

    (d)     From the date of this Agreement through the Effective Time, there shall not have occurred any change, circumstance or event concerning API or Acquisition Sub that has had or could be reasonably likely to have an Adverse Effect;

     

    (e)     API shall have delivered to TPT a complete and accurate API financial records auditable under GAAP and SEC Rules and Regulations;

     

    (f)     The nominees of TPT shall have been appointed as members of the board of directors and as officers of API; and API’s officers and directors shall have resigned.

     

    (g)    TPT shall have received a resolution from API’s Board of Directors, and resolutions from its holder of API Common Stock (if applicable) approving the Merger and authorizing the issuances of the shares of API Common Stock hereto; and

     

    (h)    The stockholders of Acquisition Sub and the stockholders of TPT shall have approved the principal terms of this Agreement, the Merger and the transactions contemplated herein in accordance with applicable law and their Certificate of Incorporation and Bylaws.

     

    (i)     API shall have completed a one hundred for one reverse split of its issued and outstanding common stock, and a name change to TDT Global Tech, Inc.

     

    Section 11. API’s, Acquisition Sub’s Conditions to the Merger. The obligations of API and Acquisition Sub to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by API:

     

    (a)     Each of the representations and warranties of TPT contained in this Agreement shall be true and correct as of the date of this Agreement, except to the extent that any changes, circumstances or events making such representations and warranties not true or correct would

    15  
     

    not, individually or in the aggregate, constitute an Adverse Effect and at the Closing TPT shall have delivered to API a certificate to that effect;

     

    (b)     TPT shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and at the Closing TPT shall have delivered to API a certificate to that effect;

     

    (c)     From the date of this Agreement through the Effective Time, there shall not have occurred any change, circumstance, or event concerning TPT that has had or could be reasonably likely to have an Adverse Effect;

     

    (d)     TPT shall have delivered to API a complete and accurate TPT Schedule and such schedule shall have been approved by API;

     

    (e) TPT shall have delivered to API unaudited balance sheets of TPT as of October 1

    , 2014, and the related statements of operations, changes in shareholders’ equity and cash flows for the period from inception to October 1, 2014;

     

    Section 12. Indemnification of Directors and Officers. All rights to indemnification by TPT and API existing in favor of each individual who is an officer or director of TPT or API of the date of this Agreement (each such individual, an “ Indemnified Person ”) for his acts and omissions as a director or officer of TPT or API occurring prior to the Effective Time, as provided in TPT’s Certificate of Incorporation or Bylaws (as in effect as of the date of this Agreement) or API’s Articles of Incorporation or Bylaws (as in effect as of the date of this Agreement) shall survive the Merger and shall continue in full force and effect (to the fullest extent such rights to indemnification are available under and are consistent with applicable law) for a period of six years from the Closing Date.

     

    Section 13. Confidentiality. Each Party shall ensure that any nonpublic information provided to it by any other Party in confidence shall be treated as strictly confidential and that all such confidential information that each Party or any of its respective officers, directors, employees, attorneys, agents, investment bankers, or accountants may now possess or may hereinafter create or obtain relating to the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of the other such parties, any affiliate thereof, or any customer or supplier thereof shall not be published, disclosed, or made accessible by any of them to any other person at any time or used by any of them, in each case without the prior written consent of the other Party; provided , however , that the restrictions of this Section shall not apply (a) as may otherwise be required by law, (b) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (c) to the extent such information was in the public domain when received or thereafter enters the public domain other than because of disclosures by the receiving Party. Each such Party shall, and shall cause all of such other persons who received confidential information, from time to time to deliver to the disclosing party all tangible evidence of such confidential information to which the restrictions of this Section apply upon written request.

     

    Section 14. Termination

     

    (a)     This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Merger:

    16  
     

    (i)                  by mutual written consent of API and TPT;

     

    (ii)                by either API or TPT if any governmental entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

     

    (iii)              by either API or TPT, so long as such Party is not in breach hereunder, if the Merger shall not have been consummated on or before Oct 1, 2014 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at, or prior to, the Effective Time of the Merger, in which event such party may not terminate this Agreement pursuant to this provision for a period of one hundred days following such party’s cure of such failure); provided , however , that if either API or TPT requests an extension of the Closing after this date and the other Party consents in writing, then neither Party may terminate this Agreement under this provision until the expiration of such extension period;

     

    (iv)               by API, if there has been a material breach of this Agreement on the part of TPT of its obligations hereunder or if any of its representations or warranties contained herein shall be materially inaccurate and such breach or inaccuracy is not curable or, if curable, is not cured within one hundred (10) days after written notice of such breach is given by API to TPT; or

     

    (v)                 by TPT, if there has been a material breach of this Agreement on the part of API of its obligations hereunder or if any of its representations or warranties contained herein shall be materially inaccurate and such breach or inaccuracy is not curable or, if curable, is not cured within one hundred (10) days after written notice of such breach is given by TPT to API.

     

    (b)     In the event of termination of this Agreement by either TPT or API provided in this Section 14 , this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of API or TPT, other than the provisions of the last sentence of Section 13 and this Section 14 . Nothing contained in this Section 14 shall relieve any Party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

     

    Section 15. Miscellaneous.

     

    Survival. The representations and warranties of the Parties will terminate at the Effective Time and only those covenants that by their terms survive the Effective Time shall survive the Effective Time. This Section 15 shall survive the Effective Time.

     

    Press Releases and Public Announcements . No Party will issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided , however , that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing requirement or trading agreement.

     

    No Third-Party Beneficiaries . This Agreement will not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

    17  
     

    Notices . All notices required or permitted under this Agreement will be in writing and will be given by certified or regular mail or by any other reasonable means (including personal delivery, facsimile, or reputable express courier) to the Party to receive notice at the following addresses or at such other address as any Party may, by notice, direct:

    To API & Acquisition Sub:   ALLY PHARMA US, INC.
         
    With a copy to: (which will not constitute notice)  

    Michael A. Littman

    7609 Ralston Road

    Arvada, CO 80002

    Fax number: (303) 431-1567

         
    To TPT:   TPT GLOBAL INC.
        600 W. Broadway, Suite 700
        San Diego, CA 92101

    All notices given by certified mail will be deemed as given on the delivery date shown on the return mail receipt, and all notices given in any other manner will be deemed as given when received.

     

    Waiver . The rights and remedies of the Parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising from this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the waiving Party, (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given, and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

     

    Further Assurances . The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other Parties may reasonably request for the purpose of carrying out the intent of this Agreement and of the documents referred to in this Agreement.

     

    Successors and Assigns . This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties, which may be granted or withheld at the sole discretion of such other Parties. Any unauthorized assignment is void.

    18  
     

    Severability . Any provision of this Agreement that is invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

     

    Expenses . Each Party will pay all fees and expenses (including, without limitation, legal and accounting fees and expenses) incurred by such Party in connection with the transactions contemplated by this Agreement.

     

    Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of laws.

     

    Counterparts; Signatures . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be one and the same document. Facsimiles and electronic copies in portable document format (“ PDF ”) containing original signatures shall be deemed for all purposes to be originally signed copies of the documents that are the subject of such facsimiles or PDF versions.

     

    Entire Agreement . This Agreement, the schedules and exhibits hereto, and the agreements and instruments to be delivered by the Parties on Closing represent the entire understanding and agreement between the Parties and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings.

     

    Amendment . This Agreement may be amended by the Parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Effective Time. This Agreement may not be amended by the Parties hereto except by execution of an instrument in writing signed on behalf of each of API, TPT, and Acquisition Sub.

     

    [Signature page to follow]

    19  
     

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Merger as of the date first above written.

     

    ALLY PHARMA US , INC

     

     

    By: /s/ Frances McCrimmon 

    Its: Chief Executive Officer TPT

     

    TPT ACQUISITION CORP.

     

    By: /s/ Stephen J. Thomas III

    Its: President

     

     

     

    TPT GLOBAL, INC.

     

     

    By: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Its: President

    20  
     

     

     

    Schedule 1

    Definitions

    Accredited Investors ” has the meaning set forth in Rule 501(a) under the Securities Act.

     

    Adverse Effect ” means, with respect to each Party, any effect or change that would have a material adverse effect on the results of operations, financial condition, assets, properties or business of the party, taken as a whole, or on the ability of the Party to consummate timely the transactions contemplated hereby.

     

    Affiliate ” has the meaning set forth in Exchange Act Rule 12b-2.

     

    ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

     

    Effective Time ” means the time of acceptance for recording of Articles of Merger effectuating the Merger by the Secretary of State of the State of Nevada in accordance with the General Corporation Law of the State of Nevada (but not earlier than the Closing Date) or at such later time that the parties hereto shall have agreed upon and designated in such filing in accordance with applicable law as the effective time of the Merger.

     

    Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     

    GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

     

    Knowledge ” means the actual knowledge of the executive officers of a Party, without independent investigation.

     

    Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     

    SEC ” means the Securities and Exchange Commission.

     

     

     

    EXHIBIT 10.5

     

     

     

     

    PURCHASE AGREEMENT

     

     

    AMONG

     

     

    K TELECOM AND WIRELESS LLC AND GLOBAL TELECOM INTERNATIONAL LLC ("SELLER")

     

     

    AND

     

     

    ALLEY PHARMA US INC.

     

     

     

     

     

     

     

     

     

     

    1  
     

     

     

    PURCHASE AGREEMENT

     

    This PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the last date signed here below by the Parties to this Agreement (the "Agreement Date") by and among ALLEY PHARMA US INC. , a Florida Corporation OTC Symbol (ALPH) ("Buyer") and K TELECOM AND WIRELESS LLC located at 10709 Marine View Dr Mukilteo, WA 98275 and Global Telecom International LLC located at 20550 SW 115'" Avenue Tualatin OR 97062 are two Washington State limited liability company's. And Oregon state limited liability company ("Seller")-

     

     

    RECITALS

     

    A The Seller has determined that it would be advisable and in the best interests of Seller that Buyer purchase from Seller, and Seller sell, transfer and assign to Buyer, Assets and Liabilities of Seller, all on the terms set forth herein (the" Purchase Agreement"), and, in furtherance thereof, has approved the Purchase contemplated by this Agreement.

     

    NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be bound hereby, agree as follows:

     

    ARTICLE I

    PURCHASE AND SALE

     

    1.1              Purchase and Sale . It is agreed that this is a share exchange agreement. Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell, transfer, convey, assign and deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to Buyer all of Seller's right, title and interest in and to all of the following assets and liabilities (collectively, the "Purchased Assets and Liabilities"):

     

    (a) all of Seller's rights to and interest in the Assets and Liabilities set forth in Exhibit A, including any related intellectual property, such as Reproduction Rights, Trademarks, Copyrights or Trade Secrets therein in any of the identified asset and liabilities set forth in Exhibit A;

     

    1.2              Closing . The Closing of the Purchase (the "Closing") shal I take place as soon as practicable but definitely before October 31" 2014. The Closing shall take place at the offices of Buyer, or at such other location as the parties hereto agree. The date on which the Closing actually occurs is herein referred to as the "Closing Date."

     

    1.3 Purchase Price .

     

    (a) Purchase Price. On the terms and subject to the conditions set forth in this Agreement, as consideration for the Purchased of Assets and Liabilities, Buyer shall, upon the Closing, (i) pay TWO Million Eighty Thousand dollars ($2,080,0000 USD) equivalent to 400,000 of ALLEY PHARMA US INC. Shares of Common Stock at Seven ($7 USD) per share (the "Purchase Price") and as further set forth in Exhibit B. 400,000 Common stock will be registered and filed with AI.PH's Form 10. 55,555 shares of common will be non-restrictedand free trading. These 55,555 share of common will be used by seller CJ Singh for his own personal purposes. The Remaining 344,445 Common share will be restricted in accordance with other ALPH management and acquisitions.

    2  
     

     

     

     

     

     

     

    1.4 Title Passage ; Delivery of Purchased Assets and Liabilities.

     

    (a)               Title Passage. Upon the Closing, all of the right, title and interest of Seller in and to all of the Purchased Assets and Liabilities shall pass to Buyer. K TELECOM AND WIRELESS LLC, GLOBAL TELECOM INTERNATINAL LLC will survive as a Wholly Owned Subsidiary of ALLEY PHARMA US INC.

      

    (b)               Method of Delivery of Assets:. At the Closing, Seller shall deliver or cause to be delivered to Buyer, as applicable, all of the Purchased Assets and Liabilities

     

      

    ARTICLE II

    REPRESENTATIONS AND WARRANTIES OF SELLER

     

    Seller represents and warrants to Buyer as follows:

     

    2.1              Organization and Good Standing. Seller two companies are Washington State limited liability companies and is validly existing and in good standing under the laws of Washington and has continuously been in good standing under the laws of Washington. Seller has the power and authority to own, operate and to carry on its business as now conducted and as currently proposed by it to be conducted.

     

    2.2              Title to and Condition of Purchased Assets: Sufficiency of Assets. Seller has good and valid title to, all of the Purchased Assets, free and clear of any Encumbrances, except as fully disclosed to Buyer relating to the underlying intellectual property, which include any Reproduction Rights, Trademarks, Copyrights, and Trade Secret rights appurtenant thereto. Title to all of the Purchased Assets is freely transferable from Seller to Buyer free and clear of all Encumbrances without obtaining the consent or approval of any Person.

     

    ARTICLE III

    REPRESENTATIONS AND WARRANTIES OF BUYER

     

    Buyer represents and warrants to Seller as follows:

     

    3.1               Organization and Good Standing . Buyer is a corporation, and in good standing under the laws of the State of Nevada. Buyer has the power and authority to own, operate and lease its properties and to carry on its business as now conducted.

     

    3.2              Authorization . Buyer has all requisite company power and authority to enter into, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and all other agreements, transactions and actions contemplated hereby have been duly and validly approved and authorized by all necessary company action on the part of Buyer.

     

    3.3               Enforceability . This Agreement has been duly executed by Buyer. This Agreement is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with the respective terms.

     

     

     

     

     

    3  
     

     

     

    ARTICLE IV

     

    4.1 Expenses . Whether or not the Asset Purchase is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense.

     

    ARTICLE V

     

    5.1 Termination by Mutual Consent . This Agreement will not be terminated at any time after this agreement is signed and notarized

     

    ARTICLE VI

    INDEMNIFICATION

     

    6.1 Indemnification . Subject to the limitations set forth in this Article VJ, the Buyer shall indemnify and hold harmless the Seller and its directors, managing members, members, officers, agents and employees and each Person, if any, who controls or may control such Party (each of the foregoing being referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, liabilities, damages, costs and expenses, including costs of investigation and defense, reasonable legal fees and expenses and other professionals' and experts' reasonable fees and expenses (collectively, "Damages") arising from non-payment, enforcement, assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out this Agreement.

     

    ARTICLE Vll GENERAL PROVISIONS

    7.1               Governing Law; Dispute Resolution; Waiver of Jµry Trial . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington applicable to contracts executed in and to be performed in that state and without regard to any applicable conflicts of law. Any dispute directly or indirectly based upon, arising out of, connected to or relating to this Agreement, the transactions contemplated hereby or any right or obligation created hereby, irrespective of the legal theory or claims underlying any such dispute (including any tort and statutory claims), shall be resolved in any court of competent jurisdiction located in King County, Washington. Each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any issue within any action at law or suit directly or indirectly based upon, arising out of, connected to or relating to this

    Agreement

     

    7.2               Notices . All notices and other communications required or permitted under this Agreement will be in writing and will be either hand delivered in person, sent by facsimile, sent by certified or registered first-class mail, postage pre-paid, or sent by nationally recognized express courier service. Such notices and other communications will be effective upon receipt if hand delivered or sent by facsimile, five days after mailing if sent by mail, and one day after dispatch if sent by express courier, to the following addresses:

     

     

     

     

     

     

     

    4  
     

     

     

    (a) if to Seller: 

     

    CJ Singh

    16012 11'" Avenue NE

    Shoreline wA 98155

     

    (b) if to Buyer:

    Alley Pharma Inc.

    6QQ W Broad ways suite 700

    San Diego CA 92101

     

    7.3               Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party_ Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally conternp!ated to the greatest extent possible.

     

    7.4         Entire Agreement; Parties in Intere st. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including all the Exhibits attached hereto, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

     

    IN WITNESS WHEREOF, the parties have caused this Asset Purchase Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

     

     

    BUYER: SELLER:
    ALLEY PHRAMA US INC. K TELECOM AND WIRELESS LLC
       
    /s/ Stephen J. Thomas III /s/ CJ Singh
    Stephen J. Thomas III, CEO 8/1/14 CJ Singh, Principal 8/3/14
       
       
      SELLER:
      GLOBAL TELECOM INTERNMATIONAL LLC
       
      /s/ CJ Singh
      CJ Singh, Principal 8/3/14
       
       

     

     

    5  

     

     

     

     

     

     

     

    EXHIBIT 10.6

     

    ACQUISITION AND PURCHASE AGREEMENT DATED AS OF

    JANUARY 31, 2015

    BY AND BETWEEN

     

    TPT GLOBAL TECH, INC. AND

    COPPERHEAD DIGITAL HOLDINGS, INC. AND

    ITS

    SHAREHOLDERS

    1  
     

    ACQUISITION AND PURCHASE AGREEMENT

     

    This AGREEMENT, dated as of January 31 , 2015 (the "Agreement"), is by and between TPT Glob a l Tech, Inc. ( " TPTG " ), a Delaware Corporation , ( " Shareholders " ) , as the shareholders of Copperhead Digital Holdings , Inc. and Copperhead Digital Holdings , Inc. , an Arizona Corporation ( " Acquiree " ).

     

    WHEREAS , the Board of Directors of TPTG and the shareholder s of Acquiree have each approved the acquisition of all of the outstandin g common and pr e ferred stock of Acquiree by TPTG (the " Acquisition " );

     

    WHEREAS , those persons listed on E xhibit A are the s hareholders of Acquiree of the common and pr e ferred stock of Acquiree (collectively , the " Purchased Shares") ; and

     

    WH E R E AS, this Agreement is intended to set forth the terms upon which all of the outstanding stock of Acquiree will be acquired by TPTG from Shareholders.

     

    NOW, THEREFORE , in consideration of the foregoing and to document the respective int e ntions, representations , warranties, covenants and agreement s by and between the undersigned , and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged , and intending to be legally bound hereby, the parties do hereby agree as follows:

     

    ARTICLE I

    THE CONSIDERATION

     

    SE C TION 1.01 Consideration for Acquisition. The exchange consideration deliverable at Closing (as herein defined) by TPTG to Shareholders is as follows:

     

    a) In consideration for all combined Copperhead Digital Holdings, Inc. "Preferred Stock" and "Series B Preferred Stock," together with any and all accrued interest , collectively, the Purchaser shall issue 1,000,000 shares of restricted Series B Convertible Preferred Stock of TPTG with the Designation of Rights and Privileges as set forth on E xhibit l.0l(a)-i to those persons or entities in the amounts set forth on Exhibit 1.01( a)-ii .

     

    b) In consideration for the combined "Broadriver Note" and "FCN Note" together with any and all accrued interest , collectively (an estimated $I,091,801.48 pre audit , actual amount to be determined in audit) , Buyer shall issue 545 , 000 shares of restricted Series B Convertible Preferred Stock of Purchaser.

     

    c) In consideration for all of the Common Share s of Copperhead Digital Holdings, Inc. , Purchaser shall issue 440,000 restricted Common Shares in TPT Global Tech , Inc. to those persons in the amounts listed on Exhibit 1.0l(b)-i

     

    d) $2,500,000 in the form of assumption of a promissory note to Bank of Arizona (to which Bank of Arizona must consent) for which there shall be added a privilege for the principal and interest to be convertible at or prior to maturity to one million

     

    2  
     

     

    (1,000,000) TPTG common shares @ a 10% discount to the 10 day average market closing price preceding date of conversion per share, in the form attached hereto as Exhibit 1.01 ( c )-1 , and by this reference made a part hereof, which is secured by the cash, cash-equivalents, accounts receivable, fixtures , furniture, equipment, intangible assets (including intellectual property) , and inventory of Acquiree pursuant to the terms and conditions of the existing security agreement , by this reference made part hereof.

     

    e) For any monies invested to bring the accounts payable current by Seller after November 1, 2014, as described below , Seller shall receive a promissory note convertible at the option of the holder , or have the right to Common Stock at Fifty Cents ($0.50 USD) per share for two years.

     

    SECTION 1.02 Effective Date of the Acquisition

     

    The Acquisition shall become effective upon the delivery of the Purchased Shares duly endorsed for transfer by Shareholders to TPTG simultaneously with the delivery of the consideration specified in paragraphs 1.01 (a) , and (b) by TPTG to Shareholders , the delivery of the document described in l.0l(c), by TPTG

     

    SECTION 1.03 Conveyance Instrument

     

    The sale and assignment of the Purchased Shares shall be i n the form of the Stock Powers duly executed in the fo1m attached hereto as Exhibit 1.03(a), with the certificates attached, together with an executed Exchange Agreement with Representations, in the form attached hereto as Exhibit 1.03(b) and by this reference made a part hereof.

     

    ARTICLE II

    TITLE AND LICENSING MATTERS

     

    SECTION 2.01 Title

     

    Shareholders warrant and represent that when delivered hereunder, the Purchased Shares will be free and clear of all liens and encumbrances whatsoever, and the assets of Acquiree shall be free and clear of all liens and encumbrances, except for the existing lien to Bank of Arizona and the conveyance of the shares of Acquiree will not trigger a defa ult or be an event of default as to any other business aspect or matter involving Acquiree.

    SECTION 2.02 Licensing Matters

     

    (a) Acquiree shall maintain: (i) a License issued and administered by the State of Arizona. Acquiree covenants and agrees to maintain such License.

     

    (b) On the Closing Date , all licensing shall be in good standing , and, to Acquiree's knowledge, this transaction shall not jeopardize the license of Acquiree , nor its contract with any vendors or customers . TPTG shall obtain and maintain any approvals necessary for the operations and license of Acquiree after Closing.

    3  
     

     

    ARTICLE III

    CLOSING

     

    SECTION 3.01 Closing

    Unless this Agreement s hall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII , and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the "C lo s ing ") shall take place as soon as reasonably practicable (but in no e vent on written notice of les s than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extende d h e r e under , a t th e offices of Acquiree , locate d at 170 Williams Dillard Dr. Ste. 115, Gilbert, AZ 85233, befor e 10:00 a.m. local time on February 1, 2015 or at such other time and place as ma y be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "C losing Date ") at which time the Purchased Shares and the consideration identified in Section 1.01 shall be delivered. Upon payment of the consideration set forth in Section 1.01 above, Shareholders shall cause all officers and directors of Acquiree to r es ign their positions with Acquiree , at which time TPTG shall elect new director s, who s hall thereafter appoint new officers of Acquiree.

     

    ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TPTG

     

    Except as set forth in the applicable section of any di sc losure schedule delivered by " T PTG " to Shareholders prior to the execution of this Agreement (the " TPTG " Disclosure Schedule") , TPTG represents and warrants to Shareholders as follows:

     

    SECTION 4.01 Organization of TPTG; Authority

     

    TPTG is an entity duly organized, validly existing, and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents "), to consummate the transactions contemplated hereby and thereby , to own, lease and operate its propertie s, and to conduct its business . The execution, delivery , and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including , without limitation , the approval of the board of directors of TPTG. The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto , constitute a valid and binding obligation of TPTG, enforcea ble against TPTG in accordance with their terms. TPTG h a heretofore delivered or made available to Shareholders complete and correct copies of the certificate of incorporation and by-law s of TPTG, as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational document s .

     

    SECTION 4.02 No Violation; Co n se nts and Approvals

     

    The execution and delivery by TPTG of the Transaction Documents does not , and the consummation of the transactions contemplated hereby and thereby and TPTG's compliance and performance with the terms hereof and thereof will not , conflict with or result in any violation of

    4  
     

    or default (or an event which, with notice or lapse of time or both , would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets ofTPTG, or (c) give rise to any right of termination , cancellation or acceleration under, or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG i s a party or by which TPTG or any assets of TPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of thi s Agreement or the consummation by TPTG of the transactions con templated hereb y.

     

    SECTION 4.03 Litigation; Comp liance with Laws

     

    (a)                 There are no claims , actions, suits, investigations or proceedings pending or, to the knowledge of TPTG , thre a tened against, relating to or affecting TPTG , its busine ss or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation of its business after Closing. TPTG is not in default under any order, lice nse , regulation or demand of any federa l , state , or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or s uc h agency.

     

    (b)                 TPTG has complied with, and is in compliance in all material respects with, all federal, state , and local statutes , laws, regulations, ordinances , rules , judgments, orders or decrees applicable to TPTG, the operation of its business, and its assets (individually, a "Law" and collectively, "Laws"). TPTG has received no notice from any federal, state, or local court, agency, organization, or political subdivision (each, a "Governmental Entity " ) or other person of any violation of any Law. TPTG has obtained and holds all required permits, licenses, certificates of authority, orders, and approvals (collectively, "Licenses") of, and has made all filings, applications and registrations with, federal, state , local , or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business . All such Licenses are in full force and effect and current. To the knowledge of TPTG , no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of "TPTG", threatened to revoke or limit any such License.

     

    SECTION 4. 04 Capitalization of TPTG; Common Stock

    (a)                As of July 2014, the authorized capital s to ck of TPTG consists of 1,00 0,000,000 shares of common stock, of which 137,000,000 shares were issued and out s t anding . All of th e outstanding shares of TPTG's common stock have been duly authori ze d and validly is s ued and are fully paid and nonassessable.

     

    (b)                If and when issued in accordance with the provisi ons hereof, all of the shares of common stock to b e issued to Shareholders will be duly authorized and validly i ss ued s hare s of TPTG, and will be fully paid and nonassessable. If and when issued to Shareholders in accordance with the provisions of the Note, none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities

    5  
     

    or blue sky laws. At all times while any principal balance of the Note is unpaid, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Note.

     

    SECTION 4. 05 No Brokers or Finders

     

    Neither TPTG nor any of its officers, directors, employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees , consulting fees , commissions or finder's fees , and no broker or finder has acted directly or indirectly for TPTG , in connection with this Agreement or the transactions contemplated here by , in each case, whose fees TPTG would be required to pay.

     

    ARTICLE V

    REPRESENTATIO NS AND WARRANTIES OF SHAREHOLDERS AND ACQUIREE

     

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by Acquiree to TPTG prior to the Closing of this Agreement (the " Ac quiree Disclosure Schedule"), Acquiree represents and warrants to TPTG as follows:

     

    SECTION 5.01 Organization of Acquiree; Authority

     

    Acquiree is a corporation duly organized , validly existing , and in good standing under the laws of the State of Arizona and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. Acquiree has full legal authority to own, operate , and conduct its business in Arizona. The execution, delivery, and performance by Acquiree of this Agreement and any agr ee ment executed and delivered in connection with this Agreement (collectively, the " Transaction Documents") and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate actions on the part of Acquiree. The Transaction Documents have been duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid and binding obligation of Acquiree enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy , insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors ' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.. Acquiree is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition , pr o s pec t s or results of operations, of Acquiree , take n a s a whole . Acquire e h a s h e re , ; . \ 1 i th delivered or made available to TPTG complete and correct copies of the articles of incorporation in effect as of the date of this Agreement. Acquiree is not in violation of its organizational documents.

     

    SECTION 5.02 No Violation; Consents and Approvals

     

    The execution and delivery by Shareholders and Acquiree of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict w i th, or result in any violation of

    6  
     

     

     

     

     

     

     

    or default (or an event which, with notice or lapse of time or both , would constitute a default) under , (a) the terms and conditions or provisions of the articles of incorporation or by-laws of Acquiree, or (b) any Laws applicable to Acquiree or the business of Acquiree.

     

    SECTION 5.03 Litigation; Compliance with Laws

     

    (a)                Except for a Century Link settlement, which Acquiree will continue to pay in accordance with its terms until closing, there are: (i) no claims, actions, suits , investigations or proceedings pending or, to the knowledge of Acquiree, threatened against , relating to or affecting Acquiree, its business , its assets, or any employee, officer , director , stockholder , or independent contractor of Acquiree, and (ii) no orders of any Governmental Entity or arbitrator are outstanding against Acquiree, its business , its assets , or any employee, officer, director, stockholder , or independent contractor of Acquiree in Acquiree capacities as such, or that could prevent or enjoin , or delay in any respect , consummation of the transactions contemplated hereby.

     

    (b)                Acquiree has complied and is in compliance in all material respects with all Laws applicable to Acquiree , its business or its assets. Acquiree has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it , its business or its assets .

     

    SECTION 5.04 Share Capital of Acquiree and Ownership Thereof

     

    The total issued and outstanding share capital of Acquiree consists of shares as shown on Exhibit 5.04 hereto, of which each person listed on such exhibit i s the sole owner , free and clear of all liens and encumbrances whatsoever of the shares thereupon shown, and that such shareholders have unrestricted authority to sell and convey the Acquiree shares.

     

    SECTION 5 . 05 No Implied Warranties and Representations

     

    (a)                Excluding the representations set forth in (b) below, TPTG acknowledges that neither Shareholders nor Acquiree is making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents, or communications (including any projections or forecasts relating to the business of Acquiree) that may be made or provided, or have been made or provided, may be relied upon by TPTG, and no such statement, document, or communication shall be deemed to be a representation or warranty of Shareholders or Acquiree for any purpose.

     

    (b)                Shareholders warrant and represent that, to the best of their knowledge and belief , the financial books , records , contracts, bank statements , and payroll records necessary to conduct an audit of Acquiree are true and accurate in all material respects. Shareholders covenant and agree that they will execute such representation letters as the auditor may reasonably require to complete an audit of Acquiree by TPTG in accordance with PCAOB standards and SEC Rules and Regulations, after the closing.

    7  
     

    ARTICLE VI ADDITIONAL AGREEMENTS

     

    SECTION 6.01 Access to Information

     

    From the date hereof until the Closing Date or the earlier termination of this Agreement, each party shall give the other party and its respective counsel , accountants , representatives and agents such reasonable information related to this Agreement and performance hereunder. With respect to Acquiree, Shareholders shall provide to TPTG full access, upon reasonable notice and during normal business hours, to information on the business of Acquiree ' s assets. TPTG shall provide Shareholders with full access, upon reasonable notice and during normal business hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business , finances, and properties of such party and its subsidiaries and that Shareholders and her counsel, accountants , representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representatives desires to conduct at Acquiree ' s facility shall only be done at such times as TPTG and Shareholders may mutually agree. No investigation pursuant to this Section 6.01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations of the parties to consummate the Acquisition, it being understood that the investigation will be made for the purposes, among others, of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party; provided, however, that in the course of performing its investigations, if a party discovers information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. In the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made .

     

    SECT!ON 6.02 Legal Conditions to Transaction; Reasonable Efforts

     

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with eachother in obtaining) any consent, authorization, order or approval of , or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

     

    SECTION 6.03 Certain Filings

     

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or

    8  
     

    filing with, any governmental body, agency , official or authority is required, or any actions, consents , approvals or waivers are required to be obtained from parties to any material cont racts , in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions , consents, approvals or waivers or making any such filings , furnishing information required in connection therewith and seeking timely to obtain any such actions , consents , approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents , approva ls , permits or authori z ations required in connection with the transaction.

     

    SECTION 6.04 Public Announcements and Filings

     

    Prior to any release, each party shall give the other a rea s onable opportunity to comment upon , and, unless disclosure is required, in the opinion of counsel , by applicable Law, approve (which approval shall not be unreasonably withheld) , all pre s s relea s es or other public communications of any sort relating to this Agreement or the tran s actions contemplated hereby.

     

    SECTION 6.05 Tax Matter s

     

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

     

    SECTION 6. 06 Supplements to Schedules

     

    Prior to the Closing , Shareholders will supplement or amend the Acquiree disclosure schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule, if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 6.06 shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

     

    SECTION 6. 07 No Contact of Third Parties

     

    Neither TPTG , nor any of its officers, directors, emp l oyees , contractors, agents , representatives, or attorneys shall contact any supplier , vendor, customer, client, or employee of Acquiree without Acquiree's prior written consent and then, only to the extent and in the manner agreed to by Acquiree .

     

    ARTICLE VII

    CONDITIONS OF THE CLOSING

     

    SE C TIO N 7. 01 C onditions to Each Party's Obligation to Effect the Transaction

     

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition , which may be waived, in whol e or in part to the extent permitted by app l icable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated , enforced or entered any statute , rule , regulation, execution order , decree, injunction or other order (whether

    9  
     

    temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree , judgment, injunction or other order to be vacated or lifted.

     

    SECTION 7. 02 Additional Conditions of Obligations of TPTG

     

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

     

    (a)                 Representations and Warranties. The representations and warranties of Acquiree set forth in this Agreement shall be true and correct in all material respects [ except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

     

    (b)                Performance of Obligations of Shareholders. Shareholders shall have performed in all material respects all conditions, covenants , agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date.

     

    (c)                 No Material Adverse Change. From the date he r eof through and including the Closing, no event shall have occurred which would have a Material Adverse Effect on the assets of Acquiree. For purposes hereof, "Material Adverse Effect" means a change, effect , condition or circumstances that, in the reasonable judgment of TPTG , is, or could reasonably be expected to be, material and adverse to the business, operations , assets, liabilities, financial condition, value, ability to deliver services, operating results , cash flow, net worth or customer or provider relations of Acquiree, or otherwise materially adversely affecting the ability of Shareholders or Acquiree to consummate the Transactions except for any such changes or effects resulting, directly or indirectly, from (i) the public announcement or, or performance of the Transactions (including any action or inaction by Acquiree's customers, suppliers, employees or competitors), (ii) changes in GAAP or any applicable Law, (iii) changes in the industry in which Acquiree operates, (iv) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving , the United States, any declaration of war by Congress or any other national or international calamity, (v) material adverse changes in general economic conditions or the financial or securities markets generally, or (vi) any adverse change or effect that is cured by Shareholders and/or Acquiree prior to the Closing, but only to the extent any such change described in clauses (ii) through (v) is not specifically related to or disproportionately impacts Acquircc.

     

    (d)                 Third Party Consents. Shareholders and Acquiree shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

     

    (e)                 Deliveries. At the Closing, Acquiree shall have delivered to TPTG true, correct and complete copies of resolutions duly and validly adopted by the Board of Directors of

    10  
     

    Acquiree evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, in each case , accompanied by a certificate of the Secretary of Acquiree , dated as of the Closing Date , stating that no amendments have been made thereto from the date thereof through the Closing Date.

     

    (f)             Acquiree ' s Indebtedness. All outstanding in te res t-bearing indebtedness of Acquiree shall have been fully paid at or prior to Closing. Equipment leases are not included in this definition but are trade payables. The parties acknowledge and agree that any current liabilities or trade payables of Acquiree shall not be considered "interest-bearing indebtedness."

     

    (g)                The Purchased Shares. Shareholders shall assign and convey the Purchased Shares free and clear of all liens and encumbrances , at Closing. 

     

    (h) Due Diligence and financial information . Acquiree shall have provided all due diligence materials and such financial books and records as necessary to determine that a PCAOB audit under GAAP and SEC Rules for the preceding two (2) years can be completed for Acquiree as requested by TPTG, and shall have been satisfied with such due diligence in TPTG’s sole discretion on or before February 15, 2015.

     

    SECTION 7. 03 Additional Conditions of Obligations of Shareholders

     

    The obligation of Shareholders to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional condit io ns unless waived in writing by "Shareholders":

    (a)                Representations and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all materia l respects [ except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date , except as otherwise contemplated by this Agreement.

     

    (b)               Performance of Obligations of TPTG. TPTG shall have performed in all material respects all conditions, covenants , agreements and obligations re quired to be performed by it under this Agreement at or prior to the Closing Date.

     

    (c)                Deliveries. At the Closing, TPTG shall have delive re d to Shareholders: (i) duly issued and authorized common shares to the persons in the denominations set forth on Exhibit 1.01 ( d) hereto. and (ii) the Convertible provisions for the Prom isso ry Note, as specified in Exhibit 1.01(c).

     

    ARTICLE VIII

    TERMINATION

     

    SECTION 8.01 Termination

     

    This Agreement may be terminated at any time prior to closing, by TPTG or Shareholders as set forth below:

    11  
     

    (a)                 by mutual consent of the board of directors of TPTG and Acquiree; or

     

    (b)                 by TPTG upon written notice to Shareholders, if any condition to the obligation of TPTG to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the " E nd Date") (unless such failure is the result of TPTG ' s breach of any of its representations , warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

     

    (c)                  by Shareholders upon written notice to TPTG, if any condition to the obligation of Shareholders to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result of Shareholders's or Acquiree's breach of any of it s representations, warranties, covenants or agreements contained herein or failure to diligently pur s ue and fulfill any of her duties and obligations hereunde r) ; or

     

    (d)                 by TPTG or by Acquiree if the board of directors or special committee of TPTG or Acquiree acting with authority granted by said company's by-laws or board of directors determines , in good faith, based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG or Acquiree board of directors or special committee to the TPTG stockholders or Acquiree stockholder under applicable Law; or

     

    (e)                  by TPTG or Shareholders , upon written notice to the other party, in the event that any Governmental Entity shall have issued any order , decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree , injunction or other action shall have become final and non- appealable.

     

    SECTION 8. 02 Effects of Termination

     

    In the event of any termination of this Agreement as provided in Section 8 . 01 of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X , which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

     

    SECTION 8. 03 Fees, C osts and Expenses

     

    Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the pai1y incurring such cost and expense.

    12  
     

     

    ARTICLE IX

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; POST-CLOSING CONDITIONS AND COVENANTS

     

    SECTION 9.01 Survival of Representations and Warranties

     

    None of the covenants, agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing.

     

    SECTION 9.02 Indemnifications

     

    (a)                 TPTG shall indemnify Shareholders against and save and hold Shareholders and her heirs, estates, legatees , devisees , legal and personal representatives , successors and assigns (collectively the " Indem nified Parties") forever harmless from any and all accounts, actions, assessments, causes of action, claims , contracts , controversies, costs , covenants , damages, debts , demands, disbursements, expenses, interest, lia bilities , losses, judgments , penalties , promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for , or defense of, any pending or threatened claim , action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party , which fees and expenses shall be paid or reimbursed by TPTG as they are incmTed by the Indemnified Party) , imposed upon, incurred or sustained by , or asserted against an Indemnified Party, as a result of or arising out of or by virtue of:

     

    (i) TPTG's operation of Acquiree or its use of the assets (including the licenses) of Acquiree after the Closing Date;

     

    (ii) Any breach of any representation or warranty made by TPTG to Shareholders herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith; and

     

    (iii) The failure of TPTG to comply with, or the breach by TPTG of, any of the covenants of this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be perfo1med by TPTG (including , without limitation, this Section 9.02(a).

     

    The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy, pay and discharge any and all of an Indemnified Party's above- described claims, demands , damages, costs, expenses, etc. under this indemnity within ten ( I 0) days of the sending of said notice. In the event that the matter indemnified hereunder involves

    an action at law or in equity against an Indemnified Party by a 3 rd party, or any type of quasi-

    judicial , administrative or other type of proceeding against an Indemnified Party by a 3rd party, the Indemnified Party shall give TPTG written notice of said matter within ten (l 0) days of discovery thereof. TPTG may and , upon the Indemni fi e d Party's request , shall at TPTG's expense , resist and defend such matter by counsel selected by TPTG and reasonably approved by the Indemnified Party. The appearance of an Indemnified Pai1y in any such defense shall not constitute a waiver of its right to require TPTG to fulfill its obligations under this indemnity. An Indemnified Party shall provide such information and cooperation as TPTG shall reasonably request, and TPTG shall satisfy, pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions.

    13  
     

    (b)                 Shareholders shall defend and indemnify TPTG, its officers, directors, s hareholders , employees, agents, representatives, successors and assigns (collectively, the " Indemnified Parti es"), and save and hold the Indemnified Partie s forever harmless from and against any an d all accounts, actions, a ssess ments , cause s of action , claims , contracts, controversies, costs, covenants, damages, debts, demands, disburs eme nts , expenses, in terest , liabilities , lo sses, judgments , penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Patty in connection with the investigation of, preparation for, or defense of, any pending or threatened claim , ac tion or proceeding, whether or not resulting in any liability and whether or not s uch Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by Shareholders as they are incurred by th e Indemnified Party), imposed upon , incurred or sustained by , or asserted against TPTG, and/or its officers, directors, shareholders, employees, agents, successors or assigns, as a result of or arising out of or by virtue of:

     

    (i) The operation of Acquiree or use of it s assets prior to the C losing Date ;

     

    (ii) Any breach of any representation or warranty made by Shareholders to TPTG herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith;

     

    (iii) The failure of Shareholders to comply with , or the breach by Shareholders of, any of the covenants and agreements set for t h in this Agreement or in any agreement, document or instrument executed and delivered pursuant h ereto or in connection herewith , to be performed by Shareholders (including, without limitation , this Section 9.02(b)).

     

    TPTG shall give Shareholders written notice of any matter her eby indemnified against, and Shareholders shall satisfy, pay and discharge any and all of TPTG's above-described claims, demands , damages, costs, expenses, etc. _ under this indemnity within ten ( 10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against TPTG by a 3 rd party , or any type of quasi-judicia l , administrative or other type of proceeding against TPTG by a 3 rd party, TPTG shall give Sha r eholders written notice of said matter within ten (10) days of discovery thereof. Shareholders may and , upon TPTG's request, shall at Shareholders's expense , resist and defend such matter by counsel selected by Shareholders and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to require Shareholders to fulfill her obligations under this indemnity. TPTG shall provide such information and cooperation as Shareholders shall reasonably request, and Shareholders shall jointly and severally satisfy, pay and discharge any and all judgments and fines that may be recovered against TPTG in any such action or actions.

    14  
     

     

     

    ARTICLE X

    MISCELLANEOUS

     

      SECTION 10.10 Notices

     

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

     

    if to TPTG to:

    TPT Global Tech Inc.

    501 W. Broadway

    Suite 800

    San Diego, CA 92101

      

    with a copy to:

     

      Michael Littman

    7609 Ralston Road

    Arvada , Colorado 80002

    Fax (303)431-1567

     

    If to Shareholders and Acquiree to:

     

    Copperhead Digital Holdings , Inc.

    170 S. William Dillard Dr.

    Suite 115

    Gilbert, AZ 85233

     

    with a copy to:

     

    Charles J. Slack-Mendez, Esq.

    SLACK-MENDEZ LAW FIRM

    2710 South Rural Road

    Tempe, Arizona 85282

    ( 480) 829-1166 (office)

    ( 602) 790-2669 ( cell)

     

    Notices shall be served personally , by overnight express mail service by a nationally recognized co urier , or by first-class , certified mail , return receipt requested, postage pre-paid. If sent personally , notice shall be deemed delivered upon receipt. If se nt by overnight express mail service, notice shall be deemed delivered 24 hours after delivery i nto the pos sess ion and control of the courier. If sent by first-class , certified mail , return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt , a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the sa me was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices .

    15  
     

     

     

     

     

     

    SECTION 10.02 Amendment; Waiver

     

    This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

     

    SECTION 10.03 S uccessors and Assigns

     

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal representatives , successors and assigns; provided , that no party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

     

    SECTION 10.04 Governing Law

     

    This Agreement shall be construed in accordance with and governed by the law of the State of Arizona without regard to principles of conflict of laws.

     

    SECTION 10.05 Mediation/Arbitration

     

    (a)                 In the event that a dispute should arise under this Agreement , the dispute shall be submitted to mediation under the Uniform Mediation Act ( even if said Act has not been adopted in the State of Arizona. Upon written notice by one party to the other of a dispute for mediation , seven (7) days shall be provided for the answer, including an indication of the answering party's willingness to move forward with mediation. In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below. All costs of mediation shall be equally borne by the parties hereto.

     

    (b)                In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in Phoenix, Arizona in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party ' s arbitrator within fourteen (14) days after receipt of the initial notice of arbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow, and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing. Any decision rendered in any arbitration shall be accepted by the parties as final and bindin g , and shall be controlled by the United States Arbitration Act , 9 U.S.C. § 1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have no authority to make any ruling, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

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    SECTION 10.06 Consent to Jurisdiction

     

    Each of the parties hereby irrevocably and unconditionally submits to th e exclusive jurisdiction of any court of the State of Arizona or any federal court sitting in Arizona for purposes of any sui t , action , or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action , suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any process, summons , notice or document pursuant to the laws of the State of Ari z ona and on the parties designated in Section 10.01 shall be effective service of process for any action , suit or proceeding brought against it in any such court.

     

    SECTION 10.0 7 C ounterparts ; Effectiveness

     

    (a)                This Agreement may be signed and transmitted by facsimi l e machine or by electronic mail. The signature of any person on a facsimile / electronica lly transmitted copy h ereof shall be considered an original signature , and a facsimile / elec tronically transmitted copy hereof sha ll have the same binding effect as an origina l signature on an original document. At the request of any party hereto , any facsimile / e l ec tronic copy of this Agreement sha ll be re- executed in original form. No party hereto may raise the use of a facsimi l e machine or computer, or the fact that any signature was transmitted through the use of a facsimi le machine or electronically as a defense t o the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

     

    (b)               The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whethe r mediated by the worldwide web), by electronic mail in " portable document format" ( " .pdf ' ) form , or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an origina l Agreement for a ll purposes. S ignatur es of the parties transmitted by facsimile sha ll be deemed to be their original signatures for all purposes.

     

    (c)                This Agreement may be signed in any number of counterparts, each of which shall be an origina l , with the same effect as if the signatures thereto and hereto were upon the same instrument.

    SE C TION 10.08 Entire Agreement ; No Third Party Beneficiaries; Rights of Ownership

     

    Except as e x pre ss ly provided he rein , thi s Agr ee ment (including the Exhibit s , d o cuments, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as express ly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto , any right s or remedie s hereunder. The parties hereby acknow l edge that TPTG shall not be deemed to have acquired the Purchased Shares until Closing of the transactions described herein.

    17  
     

    SECTION 10 . 09 Headings

     

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     

    SEC/TON 10 . 10 No Strict Construction

     

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of thi s Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto , and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     

    SE C TION 10.11 Severability

     

    If any term or other provision of this Agreement is invalid , illegal or unenforceable , all other provisions of thi s Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adver s e to any party.

     

    SECTION I 0.12 Attorneys Fees

     

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys ' fees from the non-prevailing party.

     

    SE C TION 10.13 Confidentiality

     

    Each party to this Agreement will hold, and will cause its respective directors, officers, employees , agents , consultants , and advisors to hold , in strict confidence , unless , based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval , or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall , to the extent legally permissible and reasonably practicable , provide the other party with prior written notice of such permitted disclosure) , all nonpublic records , books, contracts, instruments, computer data and other data and information (collectively, " Confidential Information ") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis , (b) in the public domain without disclosure by such party in breach of thi s Agreement , or (c) later lawfully acquired from other sources by the party to which it was furnished) , and neither party hereto shall release or disclose such Information to any other person, except its auditors , attorneys , financial advisors, other consultants, and advisors with the expre ss understanding that such parties will maintain the confidentiality of the Information and , to the extent permitted above , to bank regulatory authorities.

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    SECTION I 0.13 Arbitration

     

    Any dispute arising under this Agreement ( " Arbitrable Dispute") shall be referred to and resolved by binding arbitration in Phoenix, Arizona , to be administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations , by one party ( " Claimant") giving written notice to the other party ( " Respondent") and to the Arizona Regional Office of the American Arbitration Association ( " AAA " ) , that the Claimant elects to refer the Arbitrable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers , directors or employees of the parties or any of their Affiliates, must hav e not less than ten (10) years experience in the telecommunications industry , and must have a formal financial/accounting, engineering or legal education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the arbitral award shall be made as promptly as possible. The interpretation , construction and effect of thi s Agreement shall be governed by the Laws of Arizona, and to the maximum extent allowed by law, in all arbitration proceedings the Laws of Arizona shall be applied , without regard to any conflicts of laws principles. All statutes of limitation and of repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority to grant or award indirect or consequential damages , punitive damages or exemplary damages .

     

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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    IN WITNESS WHEREOF, the parties hereto have caused th i s Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.

     

    TPT GLOBAL TE C H, INC.

    A FLORIDA CORPORATION

     

    by: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President

     

    COPPERHEAD DIGIT AL HOLDINGS, INC.

    AN ARIZONA CORPORATION

     

    by: /s/ Aaron D. Clark

    Name: Aaron D. Clark

    Title: President SHAREHOLDERS

     

    ____________________________

     

    (This section may be completed by separate pages executed by individual shareholders)

     

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    SCHEDULE OF EXHIBITS

     

     

    Exhibit Document
       
    1.01(b)-1 Convertible Promissory Note
       
    1.03 Stock Power

     

     

     

    21  

    EXHIBIT 10.7

     

     
     

     
     

     
     

     
     

     
     

     
     

     
     

     

    EXHIBIT 10.8

     

     

     

     

     

     

     

     

    ACQUISITION AND PURCHASE AGREEMENT

    DATED AS OF SEPTEMBER 30, 2015

    BY AND BETWEEN

     

    TPT GLOBAL TECH, INC. AND

    PORT 2 PORT INC. AND

    ITS INTEREST HOLDERS

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    ACQUISITION AND PURCHASE AGREEMENT

     

    This AGREEMENT, dated as of September 30, 2015 (the “Agreement”), is by and between TPT Global Tech, Inc. (“TPTG”), a Florida Corporation and Port 2 Port Inc. (“P2P”), a Nevada Corporation, and P2P’s interest holders (“Interest Holders”), P2P and Interest Holders collectively referred to herein as “Seller”).

    WHEREAS, the Board of Directors of TPTG and P2P and the Interest Holders have approved the acquisition by TPTG of all of the assets of P2P (“Assets”) listed on Exhibit A (the “Acquisition”);

     

    WHEREAS, this Agreement is intended to set forth the terms upon which all of the Assets of P2P on Exhibit A will be acquired by TPTG.

     

    NOW, THEREFORE, in consideration of the foregoing and to document the respective intentions, representations, warranties, covenants and agreements by and between the undersigned, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

     

    ARTICLE I

    THE CONSIDERATION

    SECTION 1.01 Consideration for Acquisition. The consideration deliverable at Closing by TPTG to Seller is as follows:

     

    a) TPTG shall issue fully paid and non-assessable 200,000 shares of restricted Series B Convertible Preferred Stock of TPTG with the Designation of Rights and

    Privileges as set forth in Exhibit B.

     

    b) TPTG will make available, as agreed upon by the Seller and TPTG, $50,000 USD working capital for operating activities of the Assets related to wholesale network expansion, specifically deposits in order to increase network capacity.
    c) TPTG will pay Seller Ten Thousand Dollars ($10,000) upon signing the Agreement.

     

    SECTION 1.02 Effective Date of the Acquisition

     

    The Acquisition, when closed, shall become effective September 30, 2015, but no earlier than upon the delivery of the assignment of all Assets specified in Exhibit A.

     

    SECTION 1.03 Conveyance Instrument

     

    The sale and assignment of Assets shall be in the form as agreed upon by TPTG and

    Seller.

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    SECTION 2.01 Title

    ARTICLE II

    TITLE AND LICENSING MATTERS

     

    Seller warrants and represents that when delivered hereunder, the Assets will be free and clear of all liens and encumbrances whatsoever.

    SECTION 2.02 Licensing Matters

     

    (a)                                    Seller covenants that it shall maintain any required licenses issued and administered by any governmental or other applicable authority in order to operate the Assets.

     

    (b)                                   On the Closing Date, all licensing shall be in good standing, and, to Seller’s knowledge, this transaction shall not jeopardize the required licenses to operate the Assets, nor any contract with any vendors or customers related thereto. TPTG shall obtain or maintain, where applicable, any approvals necessary for the operations and licenses to operate the Assets after Closing.

     

    ARTICLE III

    CLOSING

    SECTION 3.01 Closing

     

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the “Closing”) shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extended hereunder, at such time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the “Closing Date”) at which time the Consideration identified in Section 1.01 shall be delivered.

     

    ARTICLE IV

    REPRESENTATIONS AND WARRANTIES OF TPTG

    Except as set forth in the applicable section of any disclosure schedule delivered by “TPTG” to Seller prior to the execution of this Agreement (the “TPTG” Disclosure Schedule”), TPTG represents and warrants to Seller as follows:

     

    SECTION 4.01 Organization of TPTG; Authority

     

    TPTG is an entity duly organized, validly existing, and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party (“Transaction Documents”), to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties, and to conduct its business. The execution, delivery, and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including, without

    3  
     

    limitation, the approval of the board of directors of TPTG. The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of TPTG, enforceable against TPTG in accordance with their terms. TPTG has heretofore delivered or made available to Shareholders complete and correct copies of the certificate of incorporation and by-laws of TPTG, as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational documents.

    SECTION 4.02 No Violation; Consents and Approvals

     

    The execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and TPTG’s compliance and performance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets of TPTG, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets of TPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of this Agreement or the consummation by TPTG of the transactions contemplated hereby.

    SECTION 4.03 Litigation; Compliance with Laws

     

    (a)     There are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of TPTG, threatened against, relating to or affecting TPTG, its business or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or TPTG’s operation of its business after Closing. TPTG is not in default under any order, license, regulation or demand of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

     

    (b)     TPTG has complied with, and is in compliance in all material respects with, all federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to TPTG, the operation of its business, and its assets (individually, a “Law” and collectively, “Laws”). TPTG has received no notice from any federal, state, or local court, agency, organization, or political subdivision (each, a “Governmental Entity”) or other person of any violation of any Law. TPTG has obtained and holds all required permits, licenses, certificates of authority, orders, and approvals (collectively, “Licenses”) of, and has made all filings, applications and registrations with, federal, state, local, or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business. All such Licenses are in full force and effect and current. To the knowledge of TPTG, no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of “TPTG”, threatened to revoke or limit any such License.

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    SECTION 4.04 Capitalization of TPTG; Common Stock

     

    (a)     As of the date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, and 100,000,000 shares of Preferred stock of which 136,753,905 common shares, 1,000,000 shares of Series A Convertible Preferred shares and 1,545,000 shares of Series B Convertible Preferred Shares are issued and outstanding. All of the outstanding shares of TPTG’s common and Preferred stock have been duly authorized and validly issued and are fully paid and nonassessable.

     

    (b)     If and when issued in accordance with the provisions hereof, all of the shares of Series B Preferred Convertible stock to be issued to Interest Holders will be duly authorized and validly issued shares of TPTG, and will be fully paid and nonassessable. If and when issued to Interest Holders in accordance with the provisions hereof, none of the shares of stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG’s capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. At all times while any conversion rights of Preferred Stock of any series remain open, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the conversion provisions.

    SECTION 4.05 No Brokers or Finders

     

    Neither TPTG nor any of its officers, directors, employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, consulting fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for TPTG, in connection with this Agreement or the transactions contemplated hereby, in each case, whose fees TPTG would be required to pay.

     

    ARTICLE V

    REPRESENTATIONS AND WARRANTIES OF INTEREST HOLDERS AND P2P

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by P2P to TPTG prior to the Closing of this Agreement (the “P2P Disclosure Schedule” as applicable), P2P represent and warrant to TPTG as follows:

     

    SECTION 5.01 Organization of P2P; Authority

     

    P2P is a Corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. P2P has full legal authority to own, operate, and conduct its business in its state of business. The execution, delivery, and performance by P2P of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary member actions on the part of P2P. The Transaction Documents have been duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid

    5  
     

    and binding obligation of P2P enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors’ rights generally and subject to general equitable principles which may limit the enforcement of certain remedies. P2P is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations, of P2P, taken as a whole. P2P has herewith delivered or made available to TPTG complete and correct copies of the articles of incorporation in effect as of the date of this Agreement. P2P is not in violation of its organizational documents.

    SECTION 5.02 No Violation; Consents and Approvals

     

    The execution and delivery by Interest Holders and P2P of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the articles of organization or Operating Agreement of P2P, or (b) any Laws applicable to P2P or the business of P2P.

    SECTION 5.03 Litigation; Compliance with Laws

     

    (a)     There are: (i) no claims, actions, suits, investigations or proceedings pending or, to the knowledge of P2P, threatened against, relating to or affecting P2P, its business, the Assets, or any employee, officer, director, stockholder, or independent contractor of P2P, and (ii) no orders of any Governmental Entity or arbitrator are outstanding against P2P, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of P2P in P2P capacities as such, or that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby.

    (b)     P2P has complied and is in compliance in all material respects with all Laws applicable to P2P, its business or the assets. P2P has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business or its assets.

     

    SECTION 5.04 Capital of P2P and Ownership Thereof

     

    The total issued and outstanding interests of P2P consists of those interests as listed on Exhibit C, which Interest Holders have approved this transaction.

     

    SECTION 5.05 No Implied Warranties and Representations

     

    (a) Excluding the representations set forth in (b) below, TPTG acknowledges that Seller is not making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents, or communications (including any projections or forecasts relating to the business related to the Assets that may be made or provided, or have been made or provided, may be

    6  
     

    relied upon by TPTG, and no such statement, document, or communication shall be deemed to be a representation or warranty of Interest Holders as to the Assets for any purpose.

     

    ARTICLE VI

    ADDITIONAL AGREEMENTS

    SECTION 6.01 Access to Information

     

    From the date hereof until the Closing Date or the earlier termination of this Agreement, each party shall give the other party and its respective counsel, accountants, representatives and agents such reasonable information related to this Agreement and performance hereunder. With respect to P2P, Interest Holders shall provide to TPTG full access, upon reasonable notice and during normal business hours, to information on the business of P2P. TPTG shall provide Interest Holders with full access, upon reasonable notice and during normal business hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business, finances, and properties of such party and its subsidiaries and that Interest Holders and their counsel, accountants, representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representatives desires to conduct at P2P’s facility shall only be done at such times as TPTG and Interest Holders may mutually agree. No investigation pursuant to this Section 6.01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations of the parties to consummate the Acquisition, it being understood that the investigation will be made for the purposes, among others, of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party; provided, however, that in the course of performing its investigations, if a party discovers information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. In the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.

    SECTION 6.02 Legal Conditions to Transaction; Reasonable Efforts

     

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

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    SECTION 6.03 Certain Filings

     

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents, approvals, permits or authorizations required in connection with the transaction.

     

    SECTION 6.04 Public Announcements and Filings

     

    Prior to any release, each party shall give the other a reasonable opportunity to comment upon, and, unless disclosure is required, in the opinion of counsel, by applicable Law, approve (which approval shall not be unreasonably withheld), all press releases or other public communications of any sort relating to this Agreement or the transactions contemplated hereby.

     

    SECTION 6.05 Tax Matters

     

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

     

    SECTION 6.06 Supplements to Schedules

     

    Prior to the Closing, Interest Holders will supplement or amend the P2P Disclosure Schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule, if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 6.06 shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

     

     

    ARTICLE VII

    CONDITIONS OF THE CLOSING

    SECTION 7.01 Conditions to Each Party's Obligation to Effect the Transaction

     

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this

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    Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

    SECTION 7.02 Additional Conditions of Obligations of TPTG

     

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

     

    (a)     Representations and Warranties. The representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

     

    (b)     Performance of Obligations of Interest Holders. Seller shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date.

     

    (c)     No Material Adverse Change. From the date hereof through and including the Closing, no event shall have occurred which would have a Material Adverse Effect on the Assets. For purposes hereof, “Material Adverse Effect” means a change, effect, condition or circumstances that, in the reasonable judgment of TPTG, is, or could reasonably be expected to be, material and adverse to the business, operations, assets, liabilities, financial condition, value, ability to deliver services, operating results, cash flow, net worth or customer or provider relations associated with the Assets, or otherwise materially adversely affecting the ability of Interest Holders to consummate the Transactions except for any such changes or effects resulting, directly or indirectly, from (i) the public announcement or, or performance of the Transactions (including any action or inaction by P2P’s customers, suppliers, employees or competitors), (ii) changes in GAAP or any applicable Law, (iii) changes in the industry in which P2P operates, (iv) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity, (v) material adverse changes in general economic conditions or the financial or securities markets generally, or (vi) any adverse change or effect that is cured by Interest holders and/or P2P prior to the Closing, but only to the extent any such change described in clauses (ii) through (v) is not specifically related to or disproportionately impacts P2P as applicable.

     

    (d)     Third Party Consents. Interest Holders and P2P shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

     

    (e)     Deliveries . At the Closing, Seller shall have delivered to TPTG true, correct and complete copies of resolutions duly and validly adopted by the Interest Holders and by P2P evidencing the authorization of the execution and delivery of this Agreement, the other

    9  
     

    Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, in each case, accompanied by a certificate of P2P and Interest Holders, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date.

    (f)     Indebtednes s. All outstanding indebtedness related to the Assets shall have been fully paid or assumed specifically by TPTG, in writing at Closing.

     

    SECTION 7.03 Additional Conditions of Obligations of Interest Holders

     

    The obligation of Interest Holders to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by Interest Holders:

     

    (a)                                    Representations and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

     

    (b)                                   Performance of Obligations of TPTG . TPTG shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

     

    ARTICLE VIII

    TERMINATION

    SECTION 8.01 Termination

     

    This Agreement may be terminated at any time prior to Closing, by TPTG or the Seller, jointly or severally, as set forth below:

     

    (a)                  by mutual consent of TPTG, Interest Holders and P2P; or

     

    (b)                 by TPTG upon written notice to Interest Holders and P2P, if any condition to the obligation of TPTG to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the “End Date”) (unless such failure is the result of TPTG’s breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

     

    (c)                  by Interest Holders or P2P upon written notice to TPTG, if any condition to the obligation of Interest Holders to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result of Interest Holders or P2P’s breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

     

    (d)                 by TPTG or by P2P if the board of directors or special committee of TPTG acting with authority granted by said company’s by-laws or board of directors determines, in good faith,

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    based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG board of directors or special committee to the TPTG stockholders under applicable Law; or

    (e)                  by TPTG, Interest Holders or P2P, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and nonappealable.

    SECTION 8.02 Effects of Termination

     

    In the event of any termination of this Agreement as provided in Section 8.01 of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

     

    SECTION 8.03 Fees, Costs and Expenses

     

    Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost and expense.

     

    ARTICLE IX

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; POST- CLOSING CONDITIONS AND COVENANTS

    SECTION 9.01 Survival of Representations and Warranties

     

    None of the covenants, agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing.

     

    ARTICLE X

    MISCELLANEOUS

     

    SECTION 10.01 Notices

     

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

     

    If to TPTG to:

    TPT Global Tech, Inc.

    C/O Stephen J. Thomas

    170 S. William Dillard Drive #115

    Gilbert, AZ 85233

     

    With a copy to:

    Michael Littman

    7609 Ralston Road

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    Arvada, Colorado 80002

     

    Fax (303) 431-1567

     

    If to Interest Holders Port 2 Port Inc.

    C/O Robert Serrett

    2714 Hunting Valley Lane

    Katy, TX 77494

     

    Notices shall be served personally, by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid. If sent personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service, notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

     

    SECTION 10.02 Amendment; Waiver

     

    This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

     

    SECTION 10.03 Successors and Assigns

     

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal representatives, successors and assigns; provided, that no party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

     

    SECTION 10.04 Governing Law

     

    This Agreement shall be construed in accordance with and governed by the law of the State of Florida without regard to principles of conflict of laws.

     

    SECTION 10.05 Mediation / Arbitration

     

    (a)     In the event that a dispute should arise under this Agreement, the dispute shall be submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted in the state of Arizona. Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including an indication of the answering party’s willingness to move forward with mediation. In the event said answering party is NOT willing

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    to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below. All costs of mediation shall be equally borne by the parties hereto.

    (b)     In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in Phoenix, Arizona in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party’s nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party’s arbitrator within fourteen (14) days after receipt of the initial notice of arbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow, and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing. Any decision rendered in any arbitration shall be accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have no authority to make any ruling, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

    SECTION 10.06 Consent to Jurisdiction

     

    Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of Arizona or any federal court sitting in Arizona for purposes of any suit, action, or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any process, summons, notice or document pursuant to the laws of the State of Arizona and on the parties designated in Section 10.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

    SECTION 10.07 Counterparts; Effectiveness

     

    This Agreement may be signed and transmitted by facsimile machine or by electronic mail. The signature of any person on a facsimile/electronically transmitted copy hereof shall be considered an original signature, and a facsimile/electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile/electronic copy of this Agreement shall be executed in original form. No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

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    (a)     The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

    (b)     This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     

    SECTION 10.08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership

     

    Except as expressly provided herein, this Agreement (including the Exhibits, documents, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder. The parties hereby acknowledge that TPTG shall not be deemed to have acquired the Assets until Closing of the transactions described herein.

    SECTION 10.09 Headings

     

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     

    SECITON 10.10 No Strict Construction

     

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     

    SECTION 10.11 Severability

     

    If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

     

    SECTION 10.12 Attorneys Fees

     

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the

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    prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys’ fees from the non-prevailing party.

    SECTION 10.13 Confidentiality

     

    Each party to this Agreement will hold, and will cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “ Confidential Information ”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain without disclosure by such party in breach of this Agreement, or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]

     

     

     

     

    IN WITNESS WHEREOF, the parties hereto have caused this Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.

     

    T PT G LOBAL T ECH , I NC . a

    Florida Corporation

     

     

     By: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President 

     

     

    15  
     

     

     

     

    PORT 2 PORT INC.

    a Nevada Corporation

     

    By: /s/ Robert Serrett

    Name: Robert Serrett

    Title: President

     

    Interest Holders

     

    /s/ Robert Serrett

    Robert Serrett, holding 50% of ownership in Port 2 Port Inc.

     

     

    __________________________

    Deborah Nocera, holding 50% of ownership in Port 2 Port Inc. 

     

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    EXHIBIT A

     

    Deliverable Assets of Port 2 Port Inc.

     

     

    All the customers and vendors of Port 2 Port Inc.

     

    Any licenses required to operate Assets of Port 2 Port Inc.

     

    Any other relationships used or relied on in operating the Assets of Port 2 Port Inc.

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    Exhibit B

     

    Series B Convertible Preferred Stock Designation of Rights and Privileges

     

     

     

     

    See Attached copy of the Series B convertible Preferred Stock Designation of TPTG.

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    Exhibit

     

    Interest Holders of Port 2 Port Inc.

     

    Robert Serrett

    Deborah Nocera

    EXHIBIT 10.9

     

     

     

     

     

     

     

    ACQUISITION AND PURCHASE AGREEMENT

    DATED AS OF

    SEPTEMBER 30, 2016

    BY AND BETWEEN

     

    TPT GLOBAL TECH, INC.

     

    AND

     

    SAN DIEGO MEDIA INC.

     

    AND ITS

     

    SHAREHOLDERS

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    ACQUISITION AND PURCHASE AGREEMENT

     

    This AGREEMENT, dated as of September 29, 2016 (the "Agreement"), is by and between TPT Global Tech, Inc. ("TPTG or Purchaser"), a Florida Corporation and the shareholders of San Diego Media Inc. (“Shareholders”) and San Diego Media Inc., a California Corporation(“SDM”), (Shareholders and SDM combined referred to as “Sellers").

    WHEREAS, the Board of Directors of TPTG and the Shareholders and the Board of Directors of SDM have each approved the acquisition of 100% of the outstanding common stock of SDM (Purchased Shares) and all of the assets, liabilities, intellectual property, and technology of SDM by TPTG (the "Acquisition");

     

    WHEREAS, those persons listed on Exhibit A are the Shareholders of the Purchased Shares; and

    WHEREAS, this Agreement is intended to set forth the terms upon which the Purchased Shares and all of the assets, intellectual property, and technology of SDM will be acquired by TPTG.

    NOW, THEREFORE, in consideration of the foregoing and to document the respective intentions, representations, warranties, covenants and agreements by and between the undersigned, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

    ARTICLE I
    THE CONSIDERATION

    SECTION 1.01 Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Shareholders is as follows: In consideration for the Purchased Shares as well as assets, liabilities, intellectual property, and technology of SDM as listed on Exhibit B , collectively,

    a)       the Purchaser shall issue 750,0000 shares of restricted Series B Convertible Preferred Stock of TPTG with the Designation of Rights and Privileges as set forth on Exhibit 1.01(a)-i, to those persons or entities in the amounts set forth on Exhibit 1.01(a)-ii, to common at $1.00 per share.

    b)       The common shares received by Shareholders from the conversion of Series B Convertible Preferred Stock of TPTG will be included in Purchaser’s intended Form S-1 or similar Registration Statement.

    c)       The common shares received by Shareholders upon conversion of the Series B Convertible Preferred Stock will be restricted in proportion with other TPTG senior management.

    d)       The Purchaser will provide operational capital to SDM in the amount of $200,000 from a TPT capital raise expected to be shortly after the Closing and an additional $250,000 within 120 days of providing the $200,000. Of the $200,000, $25,000 will

    2  
     

    be paid to SDM general management as a bonus and the remainder will be used to pay off current liabilities (excluding accrued liabilities) of SDM and for general working capital purposes.

    e)       TPTG shall provide to Brian and Karen Kent a convertible promissory note in the amount of $250,000 USD.

    f)        SDM benefit plan or program will remain in place after acquisition.

    SECTION 1.02 Effective Date of the Acquisition

    The Acquisition shall become effective upon the delivery of the bills of sale, assignments of patents, trademarks, source code, and technology to TPTG simultaneously with the delivery of the consideration specified in paragraphs 1.01(a), and (b) by TPTG to Shareholders, the delivery of the document described in 1.01(c), by TPTG, but accounted for as of September 30, 2016 for accounting purposes.

    SECTION 1.03 Continuing Operations

    TPTG acknowledges that all of SDM’s current operations, including, but not limited to, staffing, officing, and general management, shall remain in place. Further, all ongoing management decisions will continue to be made by SDM’s general management, each of whom shall receive an appropriate and reasonable Employment Agreement for a minimum of three (3) years. SDM going forward shall pay all current liability and credit card balances in full within the appropriate billing period.

    ARTICLE II

    TITLE and licensing MATTERS

    SECTION 2.01 Title

    Shareholders warrant and represent that when delivered hereunder, the Purchased Shares will be free and clear of all liens and encumbrances whatsoever, and the assets of SDM shall be free and clear of all liens and encumbrances and the conveyance of the Purchased Shares will not trigger a default or be an event of default as to any other business aspect or matter involving SDM.

     

    SECTION 2.02 Licensing Matters

    (a)       SDM shall maintain: (i) all Licenses issued and administered by any regulatory authority ____________and covenants and agrees to maintain such license.

     

    (b)       On the Closing Date, all licensing shall be in good standing, and, to SDM's knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of SDM after Closing.

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    ARTICLE III

    CLOSING

    SECTION 3.01 Closing

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the "Closing") shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extended hereunder, at the offices of SDM, located at 9820 Willow Creek Road, Suite 450 San Diego CA92131 on or before 10:00 a.m. local time on _________________, or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date") at which time the Purchased Shares and the consideration identified in Section 1.01 shall be delivered.

     

    article iv
    REPRESENTATIONS AND WARRANTIES OF TPTG

    Except as set forth in the applicable section of any disclosure schedule delivered by "TPTG" to Shareholders prior to the execution of this Agreement (the "TPTG" Disclosure Schedule"), TPTG represents and warrants to Shareholders as follows:

    SECTION 4.01 Organization of TPTG; Authority

    TPTG is an entity duly organized, validly existing, and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"), to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties, and to conduct its business. The execution, delivery, and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including, without limitation, the approval of the board of directors of TPTG. The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of TPTG, enforceable against TPTG in accordance with their terms. TPTG has heretofore delivered or made available to Shareholders complete and correct copies of the certificate of incorporation and by-laws of TPTG, as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational documents.

    SECTION 4.02 No Violation; Consents and Approvals

    The execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and TPTG's compliance and performance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default)

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    under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets of TPTG, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets of TPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of this Agreement or the consummation by TPTG of the transactions contemplated hereby.

    SECTION 4.03 Litigation; Compliance with Laws

    (a)                There are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of TPTG, threatened against, relating to or affecting TPTG, its business or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation of its business after Closing. TPTG is not in default under any order, license, regulation or demand of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

    (b)                TPTG has complied with, and is in compliance in all material respects with, all federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to TPTG, the operation of its business, and its assets (individually, a "Law" and collectively, "Laws"). TPTG has received no notice from any federal, state, or local court, agency, organization, or political subdivision (each, a "Governmental Entity") or other person of any violation of any Law. TPTG has obtained and holds all required permits, licenses, certificates of authority, orders, and approvals (collectively, "Licenses") of, and has made all filings, applications and registrations with, federal, state, local, or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business. All such Licenses are in full force and effect and current. To the knowledge of TPTG, no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of "TPTG", threatened to revoke or limit any such License.

    SECTION 4.04 Capitalization of TPTG; Common Stock

    (a)       As of date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, of which approximately 136,000,000 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated Series A Preferred Shares and is currently issued and outstanding, and 3,000,000 preferred shares have been designated as Series B Preferred Shares of which 2,588,693 are currently issued and outstanding.

    (b)       If and when issued in accordance with the provisions hereof, all of the underlying shares of common stock into which the Series B Preferred Stock would be converted, will be duly authorized and validly issued shares of TPTG, and will be fully paid and non-assessable. If and when issued to Shareholders in accordance with the provisions of the Convertible Promissory Note, none of the shares of common stock will be issued in violation of the preemptive or

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    preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. At all times while any principal balance of the Convertible Promissory Note is unpaid, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Convertible Promissory Note.

    SECTION 4.05 No Brokers or Finders

    Neither TPTG nor any of its officers, directors, employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, consulting fees, commissions or finder's fees, and no broker or finder has acted directly or indirectly for TPTG, in connection with this Agreement or the transactions contemplated hereby, in each case, whose fees TPTG would be required to pay.

    ARTICLE V
    REPRESENTATIONS AND WARRANTIES OF Shareholders AND SDM

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by SDM to TPTG prior to the Closing of this Agreement (the "SDM Disclosure Schedule"), SDM represents and warrants to TPTG as follows:

    SECTION 5.01 Organization of SDM; Authority

    SDM is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. SDM has full legal authority to own, operate, and conduct its business in California. The execution, delivery, and performance by SDM of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively, the "Transaction Documents") and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate actions on the part of SDM. The Transaction Documents have been duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid and binding obligation of SDM enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.. SDM is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations, of SDM, taken as a whole. SDM has herewith delivered or made available to TPTG complete and correct copies of the articles of incorporation in effect as of the date of this Agreement. SDM is not in violation of its organizational documents.

    SECTION 5.02 No Violation; Consents and Approvals

    The execution and delivery by Shareholders and SDM of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance

    6  
     

    with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the articles of incorporation or by-laws of SDM, or (b) any Laws applicable to SDM or the business of SDM.

    SECTION 5.03 Litigation; Compliance with Laws

    (a)       There are: (i) no claims, actions, suits, investigations or proceedings pending or, to the knowledge of SDM, threatened against, relating to or affecting SDM, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of SDM, and (ii) no orders of any Governmental Entity or arbitrator are outstanding against SDM, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of SDM in SDM’ capacities as such, or that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby.

    (b)       SDM has complied and is in compliance in all material respects with all Laws applicable to SDM, its business or its assets. SDM has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business or its assets.

    SECTION 5.04 Share Capital of SDM and Ownership Thereof

    The total issued and outstanding share capital of SDM consists of shares as shown on Exhibit 5.04 hereto and identified as Purchased Shares, of which each person listed on such exhibit is the sole owner, free and clear of all liens and encumbrances whatsoever of the Purchased Shares thereupon shown, and that such shareholders have unrestricted authority to sell and convey the Purchased Shares.

    SECTION 5.05 No Implied Warranties and Representations

    (a)       Excluding the representations set forth in (b) below, TPTG acknowledges that SDM is not making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents, or communications (including any projections or forecasts relating to the business of SDM) that may be made or provided, or have been made or provided, may be relied upon by TPTG, and no such statement, document, or communication shall be deemed to be a representation or warranty of Shareholders or SDM for any purpose.

    (b)       SDM warrants and represents that, to the best of their knowledge and belief, the financial books, records, contracts, bank statements, and payroll records necessary to conduct an audit of SDM are true and accurate in all material respects. SDM covenants and agrees that they will execute such representation letters as the auditor may reasonably require to complete an audit of SDM by TPTG in accordance with PCAOB standards and SEC Rules and Regulations, after the closing for San Diego Media Inc. to allow SEC financial statement compliance by TPTC.

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    ARTICLE VI
    ADDITIONAL AGREEMENTS

    SECTION 6.01 Access to Information

    From the date hereof until the Closing Date or the earlier termination of this Agreement, each party shall give the other party and its respective counsel, accountants, representatives and agents such reasonable information related to this Agreement and performance hereunder. With respect to SDM, Shareholders shall provide to TPTG full access, upon reasonable notice and during normal business hours, to information on the business of SDM's assets. TPTG shall provide Shareholders with full access, upon reasonable notice and during normal business hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business, finances, and properties of such party and its subsidiaries and that Shareholders and her counsel, accountants, representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representative’s desires to conduct at SDM's facility shall only be done at such times as TPTG and Shareholders may mutually agree. No investigation pursuant to this Section 6.01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations of the parties to consummate the Acquisition, it being understood that the investigation will be made for the purposes, among others, of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party; provided, however, that in the course of performing its investigations, if a party discovers information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. In the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.

    SECTION 6.02 Legal Conditions to Transaction; Reasonable Efforts

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

    SECTION 6.03 Certain Filings

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or filing

    8  
     

    with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents, approvals, permits or authorizations required in connection with the transaction.

    SECTION 6.04 Public Announcements and Filings

    Prior to any release, each party shall give the other a reasonable opportunity to comment upon, and, unless disclosure is required, in the opinion of counsel, by applicable Law, approve (which approval shall not be unreasonably withheld), all press releases or other public communications of any sort relating to this Agreement or the transactions contemplated hereby.

    SECTION 6.05 Tax Matters

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

    SECTION 6.06 Supplements to Schedules

    Prior to the Closing, Shareholders will supplement or amend the SDM disclosure schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule, if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 6.06 shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

    SECTION 6.07 No Contact of Third Parties

    Neither TPTG, nor any of its officers, directors, employees, contractors, agents, representatives, or attorneys shall contact any supplier, vendor, customer, client, or employee of SDM without SDM's prior written consent and then, only to the extent and in the manner agreed to by SDM.

     

    ARTICLE VII
    CONDITIONS OF THE CLOSING

    SECTION 7.01 Conditions to Each Party's Obligation to Effect the Transaction

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary

    9  
     

    or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

    SECTION 7.02 Additional Conditions of Obligations of TPTG

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

    (a)        Representations and Warranties. The representations and warranties of SDM set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

    (b)        Performance of Obligations of Shareholders. Shareholders shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date.

    (c)        No Material Adverse Change. From the date hereof through and including the Closing, no event shall have occurred which would have a Material Adverse Effect on the assets of SDM. For purposes hereof, "Material Adverse Effect" means a change, effect, condition or circumstances that, in the reasonable judgment of TPTG, is, or could reasonably be expected to be, material and adverse to the business, operations, assets, liabilities, financial condition, value, ability to deliver services, operating results, cash flow, net worth or customer or provider relations of SDM, or otherwise materially adversely affecting the ability of Shareholders or SDM to consummate the Transactions except for any such changes or effects resulting, directly or indirectly, from (i) the public announcement or, or performance of the Transactions (including any action or inaction by SDM's customers, suppliers, employees or competitors), (ii) changes in GAAP or any applicable Law, (iii) changes in the industry in which SDM operates, (iv) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity, (v) material adverse changes in general economic conditions or the financial or securities markets generally, or (vi) any adverse change or effect that is cured by Shareholders and/or SDM prior to the Closing, but only to the extent any such change described in clauses (ii) through (v) is not specifically related to or disproportionately impacts SDM. SDM has notified the Purchaser of the loss of the client CRKT.

    (d)        Third Party Consents. Shareholders and SDM shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

    (e)        Deliveries . At the Closing, SDM shall have delivered to TPTG true, correct and complete copies of resolutions duly and validly adopted by the Board of Directors of SDM evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby

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    and thereby, in each case, accompanied by a certificate of the Secretary of SDM, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date.

    (f)        SDM's Indebtedness . All outstanding interest-bearing indebtedness of SDM, if any, shall be paid from proceeds received herein. Equipment leases are not included in this definition but are trade payables. The parties acknowledge and agree that any current liabilities or trade payables of SDM shall not be considered "interest-bearing indebtedness."

    (g)        The Purchased Shares. Shareholders shall assign and convey the Purchased Shares free and clear of all liens and encumbrances, at Closing.

    (h)        Due Diligence and financial information. SDM shall have provided all due diligence materials and such financial books and records as necessary to determine that a PCAOB audit under GAAP and SEC Rules for the preceding two (2) years can be completed for SDM as requested by TPTG, and TPTG shall have been satisfied with such due diligence in TPTG's sole discretion on or before _________________.

    SECTION 7.03 Additional Conditions of Obligations of Shareholders

    The obligation of Shareholders to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by "Shareholders":

    (a)        Representations and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

    (b)        Performance of Obligations of TPTG . TPTG shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

    (c)        Deliveries . At the Closing, TPTG shall have delivered to Shareholders: (i) duly issued and authorized common shares to the persons in the denominations set forth on Exhibit 1.01(d) hereto, and (ii) the Convertible provisions for the Promissory Note, as specified in Exhibit 1.01(c).

    ARTICLE VIII
    TERMINATION

    SECTION 8.01 Termination

    This Agreement may be terminated at any time prior to closing, by TPTG or Shareholders as set forth below:

    (a)       by mutual consent of the board of directors of TPTG and SDM; or

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    (b)       by TPTG upon written notice to Shareholders, if any condition to the obligation of TPTG to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the "End Date") (unless such failure is the result of TPTG's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

    (c)       by Shareholders upon written notice to TPTG, if any condition to the obligation of Shareholders to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result of Shareholders' or SDM's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of her duties and obligations hereunder); or

    (d)       by TPTG or by SDM if the board of directors or special committee of TPTG or SDM acting with authority granted by said company's bylaws or board of directors determines, in good faith, based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG or SDM board of directors or special committee to the TPTG stockholders or SDM stockholder under applicable Law; or

    (e)       by TPTG or Shareholders, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and non-appealable.

    SECTION 8.02 Effects of Termination

    In the event of any termination of this Agreement as provided in Section 8.01 of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

    SECTION 8.03 Fees, Costs and Expenses

    Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost and expense.

    ARTICLE IX
    SURVIVAL OF REPRESENTATIONS AND WARRANTIES;

    post-closing conditions AND COVENANTS

    SECTION 9.01 Survival of Representations and Warranties

    All of the covenants, agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing.

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    SECTION 9.02 Indemnifications

    (a)       TPTG shall indemnify Shareholders against and save and hold Shareholders and her heirs, estates, legatees, devisees, legal and personal representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless from any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by TPTG as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against an Indemnified Party, as a result of or arising out of or by virtue of:

    (i)       TPTG's operation of SDM or its use of the assets (including the licenses) of SDM after the Closing Date;

    (ii)       Any breach of any representation or warranty made by TPTG to Shareholders herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith; and

    (iii)       The failure of TPTG to comply with, or the breach by TPTG of, any of the covenants of this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by TPTG (including, without limitation, this Section 9.02(a).

    The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy, pay and discharge any and all of an Indemnified Party's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against an Indemnified Party by a 3 rd party, or any type of quasi-judicial, administrative or other type of proceeding against an Indemnified Party by a 3 rd party, the Indemnified Party shall give TPTG written notice of said matter within ten (10) days of discovery thereof. TPTG may and, upon the Indemnified Party's request, shall at TPTG's expense, resist and defend such matter by counsel selected by TPTG and reasonably approved by the Indemnified Party. The appearance of an Indemnified Party in any such defense shall not constitute a waiver of its right to require TPTG to fulfill its obligations under this indemnity. An Indemnified Party shall provide such information and cooperation as TPTG shall reasonably request, and TPTG shall satisfy, pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions.

    (b)       SDM and Shareholders shall defend and indemnify TPTG, its officers, directors, shareholders, employees, agents, representatives, successors and assigns (collectively, the "Indemnified Parties"), and save and hold the Indemnified Parties forever harmless from and against any and all accounts, actions, assessments, causes of action, claims, contracts,

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    controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by Shareholders as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against TPTG, and/or its officers, directors, shareholders, employees, agents, successors or assigns, as a result of or arising out of or by virtue of:

    (i)       The operation of SDM or use of its assets prior to the Closing Date;

    (ii)       Any breach of any representation or warranty made by Shareholders to TPTG herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith;

    (iii)       The failure of Shareholders to comply with, or the breach by Shareholders of, any of the covenants and agreements set forth in this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by Shareholders (including, without limitation, this Section 9.02(b)).

    TPTG shall give Shareholders written notice of any matter hereby indemnified against, and Shareholders shall satisfy, pay and discharge any and all of TPTG's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against TPTG by a 3 rd party, or any type of quasi-judicial, administrative or other type of proceeding against TPTG by a 3 rd party, TPTG shall give Shareholders written notice of said matter within ten (10) days of discovery thereof. Shareholders may and, upon TPTG's request, shall at Shareholder’s expense, resist and defend such matter by counsel selected by Shareholders and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to require Shareholders to fulfill her obligations under this indemnity. TPTG shall provide such information and cooperation as Shareholders shall reasonably request, and Shareholders shall jointly and severally satisfy, pay and discharge any and all judgments and fines that may be recovered against TPTG in any such action or actions.

    ARTICLE X
    MISCELLANEOUS

    SECTION 10.01 Notices

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

    if to TPTG to:

    TPT Global Tech, Inc.

    501 W Broadway suite 800

    San Diego Ca 92101

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    with a copy to: Michael Littman

    7609 Ralston Road

    Arvada, Colorado 80002

    Fax (303) 431-1567

     

    if to Shareholders and

    SDM to:

     

    San Diego Media Inc.

    9820 Willow Creek Road, Suite 450

    San Diego, CA 92131

     

     

    with a copy to:

     

    Notices shall be served personally, by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid. If sent personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service, notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

    SECTION 10.02 Amendment; Waiver

    This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

    SECTION 10.03 Successors and Assigns

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal representatives, successors and assigns; provided, that no party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

    SECTION 10.04 Governing Law

    This Agreement shall be construed in accordance with and governed by the law of the State of California without regard to principles of conflict of laws.

    SECTION 10.05 Mediation / Arbitration  

     

    (a)       In the event that a dispute should arise under this Agreement, the dispute shall be submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted

    15  
     

    in the State of California.  Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including an indication of the answering party's willingness to move forward with mediation.  In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below.  All costs of mediation shall be equally borne by the parties hereto.

    (b)       In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in San Diego, California in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator.  The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's arbitrator within fourteen (14) days after receipt of the initial notice of arbitration.  The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow, and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing.  Any decision rendered in any arbitration shall be accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have no authority to make any ruling, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

    SECTION 10.06 Consent to Jurisdiction

    Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of California or any federal court sitting in California for purposes of any suit, action, or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any process, summons, notice or document pursuant to the laws of the State of California and on the parties designated in Section 10.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

    SECTION 10.07 Counterparts; Effectiveness

    (a)       This Agreement may be signed and transmitted by facsimile machine or by electronic mail. The signature of any person on a facsimile/electronically transmitted copy hereof shall be considered an original signature, and a facsimile/electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile/electronic copy of this Agreement shall be re-executed in original form. No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

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    (b)       The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

    (c)       This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

    SECTION 10.08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership

    Except as expressly provided herein, this Agreement (including the Exhibits, documents, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder. The parties hereby acknowledge that TPTG shall not be deemed to have acquired the Purchased Shares until Closing of the transactions described herein.

    SECTION 10.09 Headings

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

    SECITON 10.10 No Strict Construction

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

    SECTION 10.11 Severability

    If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

    SECTION 10.12 Attorneys Fees

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the

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    prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys' fees from the non-prevailing party.

    SECTION 10.13 Confidentiality

    Each party to this Agreement will hold, and will cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, " Confidential Information ") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain without disclosure by such party in breach of this Agreement, or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

    SECTION 10.14 Arbitration

    Any dispute arising under this Agreement ("Arbitratable Dispute") shall be referred to and resolved by binding arbitration in San Diego, California, to be administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations, by one party ("Claimant") giving written notice to the other party ("Respondent") and to the California Regional Office of the American Arbitration Association ("AAA"), that the Claimant elects to refer the Arbitratable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (10) years experience in the applicable industry, and must have a formal financial/accounting, engineering or legal education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the arbitral award shall be made as promptly as possible. The interpretation, construction and effect of this Agreement shall be governed by the Laws of California, and to the maximum extent allowed by law, in all arbitration proceedings the Laws of California shall be applied, without regard to any conflicts of laws principles. All statutes of limitation and of repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority to grant or award indirect or consequential damages, punitive damages or exemplary damages.

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]

     

    18  
     

    IN WITNESS WHEREOF, the parties hereto have caused this Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.

    TPT Global Tech, Inc.

    a Florida Corporation

     

     

    By: __________________________

    Name: Stephen J. Thomas III

    Title: President

     

    San Diego Media Inc.

    A California Corporation

     

     

    By: _________________________

    Name: Brian Kent

    Title: CEO & President

     

     

     

    San Diego Media Inc. Shareholders:

     

     

    By: ________________________________

    Name: Brian Kent

    Ownership: 1,900,000 SDM shares or 32.09%

     

     

    By: ________________________________

    Name: Karen Kent

    Ownership: 1,920,000 SDM shares or 32.43%

     

     

    By: ________________________________

    Name: Pat Grant

    Ownership: 436,000 SDM shares or 7.36%

     

     

    By: ________________________________

    Name: Ron Monark

    Ownership: 990,000 SDM shares or 16.72%

     

     

     

     

    19  
     

    By: _______________________________

    Name: Chris Copeland

    Ownership: 100,000 SDM shares or 1.69%

     

     

    By: _______________________________

    Name: Kathleen Marrow

    Ownership: 200,000 SDM shares or 3.38%

     

     

    By: _______________________________

    Name: Rob Jenks

    Ownership: 300,000 SDM shares or 5.07%

     

     

    By: _______________________________

    Name: Josh Hitt

    Ownership: 75,000 SDM shares or 1.27%

    20  
     

     

    SCHEDULE OF EXHIBITS

     

     

    Exhibit Document

     

    A Shareholders of San Diego Media Inc.

     

    B Assets and Liabilities of San Diego Media Inc.

     

    1.01(b)-1 Convertible Promissory Note

     

    1.01(b)-2 Employment Agreement

     

    1.01 (a) – i Series B Preferred Stock Designation

     

    1.01 (a) – ii Shareholder Series B Stock

     

    5.04 San Diego Media Inc. Share Capital

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    21  
     

    Exhibit A

     

    Shareholders of San Diego Media Inc.

           
           
    Shareholder Current SDM Shares % of Outstanding Shares (OS) TPT Global Tech Shares
    Employees      
    Karen Kent 1,920,000 32.43% 243,225
    Brian Kent 1,900,000 32.09% 240,675
    Pat Giant 436,000 7.36% 55,200
           
           
    Ron Monark 990,000 16.72% 125,400
           
           
           
    Non-Employees      
    Chris Copeland 100,000 1.69% 12,675
    Kathleen Marrow 200,000 3.38% 25,350
    Rob Jenks 300,000 5.07% 38,025
           
    Josh Hitt 75,000 1.27% 9,525
    Total 5,921,000 100.00%            750,075
    Total Authorized Shares (AS): 10,000,000    
    Total Outstanding Shares (OS) 5,921,000    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    22  
     

     

     

    Exhibit B

     

    Assets and Liabilities of San Diego Media Inc.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    23  
     

    Exhibit 1.01 (b)-1

     

    Convertible Promissory Note

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    24  
     

    Exhibit 1.01 (b)-2

     

    Employment Agreement

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    25  
     

     

    Exhibit 1.01 (a) – i

     

    Series B Preferred Stock Designation

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    26  
     

     

    Exhibit 1.01 (a) – ii

     

    Shareholder Series B Stock

     

     

     

     

     

     

     

    (This has been outlined on Exhibit A)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    27  
     

    Exhibit 5.04

     

    San Diego Media Inc. Share Capital

     

     

     

     

     

     

     

     

    (This has been outlined on Exhibit A)

     

    28  

     

    EXHIBIT 10.10

     

     

     

     

     

     

     

     

     

     

     

     

    AMENDMENT #1 TO THE ACQUISITION AND PURCHASE AGREEMENT

    DATED AS OF SEPTEMBER 30, 2016

    BY AND BETWEEN

     

    TPT GLOBAL TECH, INC. AND

    SAN DIEGO MEDIA INC. AND ITS SHAREHOLDERS

    1  
     

     

    AMENDMENT #1 TO THE ACQUISITION AND PURCHASE AGREEMENT

    This AMENDMENT, dated as of December 9, 2016, (the "Amendment #1"), is by and between TPT Global Tech, Inc. ("TPTG"), a Florida Corporation and the shareholders of San Diego Media Inc. (“Shareholders”) and San Diego Media Inc., a California Corporation(“SDM”).

     

    WHEREAS, the Board of Directors of TPTG and the Shareholders and the Board of Directors of SDM entered into a Acquisition and Purchase Agreement dated as of September 30, 2016, (“Agreement”), by and between TPTG, SDM and Shareholders;

    WHEREAS, TPTG, SDM and Shareholders agree to amend Agreement in regards to consideration paid;

     

    NOW, THEREFORE, TPTG, SDM and Shareholders agree to amend Article I, Section

    1.1 of the Agreement to read as follows:

     

    ARTICLE I

    THE CONSIDERATION

     

    SECTION 1.01 Consideration for Acquisition. The consideration deliverable at Closing ( a s h e r e in defin e d) b y TPTG to Sh a r e holde r s i s DR A F T a s follows: I n c onsider a t ion for the Pu rc h a s e d Shares as well as assets, liabilities, intellectual property, and technology of SDM as listed on Exhibit B , collectively,

     

    a) the Purchaser shall issue 750,0000 shares of Common Stock of TPTG with the rights and privileges equal to all common stock of TPTG.

      

    All other terms and conditions of the Agreement shall not be modified in this Amendment #1 and shall remain in full force and effect and be considered incorporated herein as part of Amendment #1.

     

    2  
     

     

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment #1 to be duly executed as of the 9 th of December 2016.

     

     

    TPT G LOBAL T ECH , I NC .

    A F LORIDA C ORPORATION

     

    By: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President

     

    San Diego Media Inc.

    A C ALIFORNIA C ORPORATION

     

     

    By:

    /s/ Brian Kent

    Name: Brian Kent

        Title: CEO & President

     

     

     

    San Diego Media Inc. Shareholders:

     

     

    By:

    /s/ Brian Kent

    Name: Brian Kent

        Ownership: 1,900,000 SDM shares or 32.09%

     

    By:

    /s/ Karen Kent

    Name: Karen Kent

        Ownership: 1,920,000 SDM shares or 32.43%

     

    3  
     

     

    By:

    /s/ Pat Grant

    Name: Pat Grant

        Ownership: 436,000 SDM shares or 7.36%

     

    By:

    /s/ Ron Monark

    Name: Ron Monark

        Ownership: 990,000 SDM shares or 16.72%

      

    By:

    /s/ Chris Copeland

    Name: Chris Copeland

        Ownership: 100,000 SDM shares or 1.69%

     

     

    By:

    /s/ Brian Kent for Kathleen Marrow, Mother

    Name: Kathleen Marrow

        Ownership: 200,000 SDM shares or 3.38%

     

     

    By:

    /s/ Rob Jenks

    Name: Rob Jenks

        Ownership: 300,000 SDM shares or 5.07%

     

     

    By:

    /s/ Josh Hitt

    Name: Josh Hitt

        Ownership: 75,000 SDM shares or 1.27%

     

     

     

     

     

     

     

     

     

     

    4  

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    DRAFT

     

    EXHIBIT 10.11

     

     

     

    ASSET ACQUISITION AGREEMENT DATED AS OF

    DECEMBER 15, 2016 BY AND BETWEEN

     

    TPT GLOBAL TECH, INC.

    AND

     

    INTEREST HOLDERS OF THE LION PHONE TECHNOLOGY

    1  
     

    ASSET ACQUISITION A GREEMENT

     

    This AGREEMENT, dated as of December 15, 2016 (the "Agreement"), is by and between TPT Global Tech, Inc. ("TPTG" or "Purchaser"), a Florida Corporation, and the Interest Holders of the Lion Phone Technology, Linda Kelly, Duane Jackson, Quyntwan Henry and Enoch Brande ("Interest Holders" or "Sellers").

     

    WHEREAS, the Board of Directors ofTPTG and the Interest Holders have each approved the acquisition of 100% of the Lion Phone intellectual property and technology (Purchased Assets) by TPTG (the "Acquisition");

     

    WHEREAS, the Interest Holders listed on Exhibit A are the Interest Holders of the Purchased Assets; and

     

    WHEREAS, this Agreement is intended to set forth the terms upon which the Purchased Assets will be acqui r ed by TPTG.

     

    NOW, THEREFORE, in consideration of the foregoing and to document the respective intentions, representations, warranties, covenants and agreements by and between the undersigned , and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

     

    ARTICLE I

    THE CONSIDERATION

     

    SECTION 1.01 Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Interest Holders is as follows: In consideration for all the Purchased Assets listed on Exhibit B, collectively,

     

    a) the Purchaser shall issue 2,100,000 shares of restricted Common Stock of TPTG with all the rights and privileges to that pertaining to the Common Stock of TPTG,

     

    b) The Interest Holders will receive a cash payment of $350,000 payable at closing or as agreed by the parties,

     

    c) TPTG commits to a cash infusion of $500 , 000 to be used as working capital to advance the technology being acquired ,

     

    d) Interest Holders will be entitled to a royalty of $5.00 for each phone sold in perpetuity.

     

    SECTION 1.02 Effective Date of the Acquisition

     

    The Acquisition shall become effective upon the delivery of the bills of sale, assignments of patents, trademarks, source code , and technology to TPTG simultaneously with the delivery of the consideration specified in Section 1.01.

    2  
     

     

     

     

    SECTION 2.01 Title

    ARTICLE II

    TITLE AND LICENSING MATTERS

     

    Interest Holders warrant and represent that when delivered hereunder, the Purchased Assets will be free and clear of all liens and encumbrances whatsoever, and the assets oflnterest Holders shall be free and clear of all liens and encumbrances, except for existing debt identified herein which may have a lien on assets, and the conveyance of the Purchased Assets will not trigger a default or be an event of default as to any other business aspect or matter involving Interest Holders.

     

     

    SECTION 2.02 Licensing Matters

    (a)                                                              Interest Holders shall maintain: (i) all licenses issued and administered by any regulatory authority until such time as TPT can change title to Purchased Assets. Interest Holders covenants and agrees to maintain such licenses.

     

    (b)                                                               On the Closing Date, all licensing shall be in good standing, and, to Interest Holders' knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of Interest Holders after Closing.

     

     

    ARTICLE III

    CLOSING

     

    SECTION 3.01 Closing

     

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the "Closing") shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extended hereunder, at the offices of Interest Holders, located at _ _ _ _ _ __ _ _ on or before 10:00 a.m. local time on . , or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date") at which time the Purchased Assets and the consideration identified herein shall be delivered.

     

    ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TPTG

     

    Except as set forth in the applicable section of any disclosure schedule delivered by TPTG to Interest Holders prior to the execution of this Agreement (the "TPTG" Disclosure Schedule"), TPTG represents and warrants to Interest Holders as follows:

    3  
     

    SECTION 4.01 Organization of TPTG; Authority

     

    TPTG is an entity duly organized, validly existing, and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"), to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties, and to conduct its business. The execution, delivery, and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including, without limitation, the approval of the board of directors ofTPTG. The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation ofTPTG, enforceable against TPTG in accordance with their terms. TPTG has heretofore delivered or made available to Interest Holders complete and correct copies of the certificate of incorporation and by- laws of TPTG, as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational documents.

     

    SECTION 4.02 No Violation; Consents and Approvals

     

    The execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and TPTG's compliance and performance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets of TPTG, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets ofTPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of this Agreement or the consummation by TPTG of the transactions contemplated hereby.

     

    SECTION 4.03 Litigation; Compliance with Laws

     

    (a)                                                               There are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of TPTG, threatened against, relating to or affecting TPTG, its business or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation of its business after Closing. TPTG is not in default under any order, license, regulation or demand of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

     

    (b)                                                               TPTG has complied with, and is in compliance in all material respects with , all federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to TPTG, the operation of its business, and its assets (individually, a "Law" and collectively, "Laws"). TPTG has received no notice from any federal, state, or local court, agency, organization, or political subdivision (each, a "Governmental Entity") or other person of any violation of any Law. TPTG has obtained and holds all required permits, licenses, certificates of

    4  
     

    authority, orders, and approvals (collectively, "Licenses") of, and has made all filings, applications and registrations with, federal, state, local, or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business. All such Licenses are in full force and effect and current. To the knowledge of TPTG, no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of "TPTG", threatened to revoke or limit any such License.

     

    SECTION 4.04 Capitalization of TPTG; Common Stock

     

    (a)                                                             As of date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, of which approximately 136,000,000 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated as Series A Preferred Shares and are issued and outstanding, and 3,000,000 preferred shares have been designated as Series B Preferred Shares of which 2,588,693 are currently issued and outstanding.

     

    (b)                                                            If and when issued in accordance with the provisions hereof, all of the shares of underlying common stock to be issued to Interest Holders will be duly authorized and validly issued shares ofTPTG, and will be fully paid and non-assessable. None of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws.

     

    SECTION 4 . 05 No Brokers or Finders

     

    Neither TPTG nor any of its officers, directors, employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, consulting fees, commissions or finder's fees, and no broker or finder has acted directly or indirectly for TPTG, in connection with this Agreement or the transactions contemplated hereby, in each case, whose fees TPTG would be required to pay.

     

    ARTICLE V

    REPRESENTATIONS AND WARRANTIES OF INTEREST HOLDERS

     

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by Interest Holders to TPTG prior to the Closing of this Agreement (the "Interest Holders Disclosure Schedule"), Interest Holders represents and warrants to TPTG as follows:

     

    SECTION 5.01 Organization of Interest Holders; Authority

     

    Not Applicable

     

    SECTION 5.02 No Violation; Consents and Approvals

     

    The execution and delivery by Interest Holders of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with

    5  
     

    the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions of any agreements under which Interest Holders operate, or (b) any Laws applicable to Interest Holders or the business of Interest Holders.

     

    SECTION 5.03 Litigation; Compliance with Laws

     

    (a)                                                              There are: (i) no claims, actions, suits, investigations or proceedings pending or, to the knowledge of Interest Holders, threatened against, relating to or affecting Interest Holders, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of Interest Holders, and (ii) no orders of any Governmental Entity or arbitrator are outstanding against Interest Holders, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of Interest Holders in Interest Holders capacities as such, or that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby.

     

    (b)                                                             Interest Holders have complied and are in compliance in all material respects with all Laws applicable to Interest Holders, its business or its assets. Interest Holders have not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business or its assets.

     

    SECTION 5.04 Capital of Interest Holders and Ownership Thereof

     

    Not Applicable.

     

    SECTION 5.05 No Implied Warranties and Representations

     

    (a) Excluding the representations set forth herein, TPTG acknowledges that Interest Holders are not making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents, or communications (including any projections or forecasts relating to the business of Interest Holders relating to the Purchased Assets that may be made or provided, or have been made or provided, may be relied upon by TPTG, and no such statement, document, or communication shall be deemed to be a representation or warranty of Interest Holders for any purpose.

     

    ARTICLE VI

    ADDITIONAL AGREEMENTS

     

    SECTION 6.01 Access to Information

     

    From the date hereof until the Closing Date or the earlier termination of this Agreement, each party shall give the other party and its respective counsel, accountants, representatives and agents such reasonable information related to this Agreement and performance hereunder. With respect to Interest Holders, Interest Holders shall provide to TPTG full access, upon reasonable notice and during normal business hours, to information on the business related the Purchased Assets of Interest Holders. TPTG shall provide Interest Holders with full access, upon reasonable notice and during normal business hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business, finances, and properties of such party and its subsidiaries and that Interest Holders and her counsel, accountants,

    6  
     

    representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representatives desire to conduct at Interest Holders' facility shall only be done at such times as TPTG and Interest Holders may mutually agree. No investigation pursuant to this Section 6.01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations of the parties to consummate the Acquisition, it being understood that the investigation will be made for the purposes, among others, of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party; provided, however, that in the course of performing its investigations, if a party discovers information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. In the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof ( except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.

     

    SECTION 6 . 02 Legal Conditions to Transaction; Reasonable Efforts

     

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

     

    SECTION 6.03 Certain Filings

     

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents, approvals, permits or authorizations required in connection with the transaction.

    SECTION 6 . 04 Public Announcements and Filings

     

    Prior to any release, each party shall give the other a reasonable opportunity to comment upon, and, unless disclosure is required, in the opinion of counsel, by applicable Law, approve

    7  
     

    (which approval shall not be unreasonably withheld), all press releases or other public communications of any sort relating to this Agreement or the transactions contemplated hereby.

     

    SECTION 6.05 Tax Matters

     

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

     

    SECTION 6.06 Supplements to Schedules

     

    Prior to the Closing, Interest Holders will supplement or amend the Interest Holders disclosure schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule, if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 6.06 shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

     

    SECTION 6.07 No Contact of Third Parties

     

    Neither TPTG, nor any of its officers, directors, employees, contractors, agents, representatives, or attorneys shall contact any supplier, vendor, customer, client, or employee of Interest Holders without Interest Holders ' prior written consent and then, only to the extent and in the manner agreed to by Interest Holders.

     

    ARTICLE VII

    CONDITIONS OF THE CLOSING

     

    SECTION 7 .01 Conditions to Each Party's Obligation to Effect the Transaction

     

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule , regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided , however, that the parties shall use reasonable commercial efforts to cause any such decree , judgment, injunction or other order to be vacated or lifted.

     

    SECTION 7. 02 Additional Conditions of Obligations of Interest Holders

     

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

     

    (a)                                                                Representations and Warranties . The representations and warranties of Interest Holders set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and

    8  
     

    as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

     

    (b)                                                              Performance of Obligations of Interest Holders. Interest Holders shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date.

     

    (c)                                                              No Material Adverse Change. From the date hereof, through and including the Closing, no event shall have occurred which would have a Material Adverse Effect on the Purchased Assets of Interest Holders. For purposes hereof, "Material Adverse Effect" means a change, effect, condition or circumstances that, in the reasonable judgment of TPTG, is, or could reasonably be expected to be, material and adverse to the business, operations, assets, liabilities , financial condition, value, ability to deliver services, operating results, cash flow, net worth or customer or provider relations of Interest Holders, or otherwise materially adversely affecting the ability of Interest Holders to consummate the Transactions except for any such changes or effects resulting, directly or indirectly, from (i) the public announcement or, or performance of the Transactions (including any action or inaction by Interest Holders' customers, suppliers, employees or competitors), (ii) changes in GAAP or any applicable Law, (iii) changes in the industry in which Interest Holders operates, (iv) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity, (v) material adverse changes in general economic conditions or the financial or securities markets generally, or (vi) any adverse change or effect that is cured by Interest Holders and/or Interest Holders prior to the Closing, but only to the extent any such change described in clauses (ii) through (v) is not specifically related to or disproportionately impacts Interest Holders.

     

    (d)                                                             Third Party Consents . Interest Holders shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

     

    (e)                                                              Deliveries. At the Closing, Interest Holders shall have delivered to TPTG true, correct and complete copies of resolutions duly and validly adopted by the Board of Directors of Interest Holders evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, in each case, accompanied by a certificate of the Secretary of Interest Holders, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date.

     

    (f) Not Used.

     

    (g)                                                              The Purchased Assets. Interest Holders shall assign and convey the Purchased Assets free and clear of all liens and encumbrances, at Closing.

    9  
     

    SECTION 7. 03 Additional Conditions of Obligations of Interest Holders

     

    The obligation oflnterest Holders to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by "Interest Holders":

     

    (a)                                                           Representations and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

     

    (b)                                                           Performance of Obligations of TPTG. TPTG shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

     

    (c)                                                           Deliveries. At the Closing, TPTG shall have delivered to Interest Holders: (i) duly issued and authorized Common Shares to the Interest Holders identified herein.

     

    ARTICLE VIII

    TERMINATION

     

     

    SECTION 8.01 Termination

    This Agreement may be terminated at any time prior to closing, by TPTG or Interest Holders as set forth below:

     

    (a)                                                            by mutual consent of the board of directors of TPTG and Interest Holders; or

     

    (b)                                                            by TPTG upon written notice to Interest Holders, if any condition to the obligation of TPTG to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the "End Date") (unless such failure is the result of TPTG's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

     

    (c)                                                            by Interest Holders upon written notice to TPTG, if any condition to the obligation of Interest Holders to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result oflnterest Holders' breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of her duties and obligations hereunder); or

     

    (d)                                                            by TPTG or by Interest Holders if the board of directors or special committee of TPTG or Interest Holders acting with authority granted by said company's bylaws or board of directors determines, in good faith, based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG or Interest Holders board of directors or special committee to the TPTG stockholders or Interest Holders under applicable Law; or

    10  
     

    (e)                                                             by TPTG or Interest Holders, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and non- appealable.

     

    SECTION 8.02 Effects of Termination

     

    In the event of any termination of this Agreement as provided in Section 8.01 of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

     

    SECTION 8.03 Fees, Costs and Expenses

     

    Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost and expense.

     

    ARTICLE IX

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; POST-CLOSING CONDITIONS AND COVENANTS

     

    SECTION 9.01 Survival of Representations and Warranties

     

    All of the covenants, agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing.

     

    SECTION 9.02 Indemnifications

     

    (a)                                                             TPTG shall indemnify Interest Holders against and save and hold Interest Holders and her heirs, estates, legatees, devisees, legal and personal representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless from any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by TPTG as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against an Indemnified Party, as a result of or arising out of or by virtue of:

     

    (i)                                                                                                              TPTG's operation of Interest Holders or its use of the Purchased Assets (including the licenses) of Interest Holders after the Closing Date;

    11  
     
    (ii) Any breach of any representation or warranty made by TPTG to Interest Holders herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith; and

     

    (iii)                                                                                                         The failure of TPTG to comply with, or the breach by TPTG of, any of the covenants of this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by TPTG (including, without limitation, this Section 9.02(a).

     

    The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy, pay and discharge any and all of an Indemnified Party's above- described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against an Indemnified Party by a 3rd party, or any type of quasi-judicial, administrative or other type of proceeding against an Indemnified Party by a 3rd party, the Indemnified Party shall give TPTG written notice of said matter within ten (10) days of discovery thereof. TPTG may and, upon the Indemnified Party's request, shall at TPTG's expense, resist and defend such matter by counsel selected by TPTG and reasonably approved by the Indemnified Party. The appearance of an Indemnified Party in any such defense shall not constitute a waiver of its right to require TPTG to fulfill its obligations under this indemnity. An Indemnified Party shall provide such information and cooperation as TPTG shall reasonably request, and TPTG shall satisfy, pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions.

     

    (b)                                                             Interest Holders shall defend and indemnify TPTG, its officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Indemnified Parties"), and save and hold the Indemnified Parties forever harmless from and against any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by Interest Holders as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against TPTG, and/or its officers, directors, Interest Holders, employees, agents, successors or assigns, as a result of or arising out of or by virtue of:

     

    (i) The operation of lnterest Holders or use of the Purchased Assets prior to the Closing Date;

     

    (ii) Any breach of any representation or warranty made by Interest Holders to TPTG herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith;

     

    (iii) The failure of Interest Holders to comply with, or the breach by Interest Holders of, any of the covenants and agreements set forth in this Agreement or in
    12  
     

    any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by Interest Holders (including, without limitation, this Section 9.02(b)).

     

    TPTG shall give Interest Holders written notice of any matter hereby indemnified against, and Interest Holders shall satisfy, pay and discharge any and all ofTPTG's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against TPTG by a 3rd party, or any type of quasi-judicial, administrative or other type of proceeding against TPTG by a 3rd party, TPTG shall give Interest Holders written notice of said matter within ten (10) days of discovery thereof. Interest Holders may and, upon TPTG's request, shall at Member's expense, resist and defend such matter by counsel selected by Interest Holders and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to require Interest Holders to fulfill her obligations under this indemnity. TPTG shall provide such information and cooperation as Interest Holders shall reasonably request, and Interest Holders shall jointly and severally satisfy, pay and discharge any and all judgments and fines that may be recovered against TPTG in any such action or actions.

     

    ARTICLE X

    MISCELLANEOUS

     

    SECTION 10.01 Notices

     

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

     

    if to TPTG to:

    TPT Global Tech, Inc.

    501 W. Broadway Suite 800

    San Diego, CA 92101

     

    with a copy to:

    Michael Littman

    7609 Ralston Road

    Arvada, Colorado 80002

    Fax (303) 431-1567

     

    if to Interest Holders:

     

     

    with a copy to:

     

     

     

     

     

    Notices shall be served personally, by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid. If sent

    13  
     

    personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service , notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class , certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address , t hen the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

     

    SECTION 10.02 Amendment ; Waiver

     

    This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

     

    SECTION 10.03 Successors and Assigns

     

    T his Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates , legal and personal representatives, successors and assigns; provided , that no party shall assign, delegate , or otherwise transfe r any of its rights or obligations under this Agreement without the written consent of the other party hereto.

     

    SECTION 10.04 Governing Law

     

    T his Agreement shall be construed in accordance with and governed by the law of the State of Colorado without regard to principles of conflict of laws .

     

    SECTION 10.05 Mediation I Arbitration

     

    (a)                                                             In the event that a dispute should arise under this Agreement, the dispute shall be submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted in the State of California). Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer , including an indication of the answering party's willingness to move forward with mediation. In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below. All costs of mediation shall be equally borne by the parties hereto.

     

    (b)                                                             In the event that one or both parties d e termine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in San Diego, California in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association , modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's arbitrator within fourteen (14) days after receipt of the initial notice of arbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow , and within a schedule set forth to both parties not less than

    14  
     

    30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing. Any decision rendered in any arbitration shall be accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have no authority to make any ruling, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

     

    SECTION 10.06 Consent to Jurisdiction

     

    Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of California or any federal court sitting in California for purposes of any suit, action, or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any process, summons, notice or document pursuant to the laws of the State of California and on the parties designated in Section 10.1 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

    SECTION I 0.07 Counterparts; Effectiveness

    (a)                                                           This Agreement may be signed and transmitted by facsimile machine or by electronic mail. The signature of any person on a facsimile/electronically transmitted copy hereof shall be considered an original signature, and a facsimile/electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile/electronic copy of this Agreement shall be re-executed in original form. No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

     

    (b)                                                          The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail i n "portable document format" (".pdf') form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

     

    (c)                                                           This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

    15  
     

    SECTION 10.08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership

     

    Except as expressly provided herein, this Agreement (including the Exhibits, documents, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder. The parties hereby acknowledge that TPTG shall not be deemed to have acquired the Purchased Assets until Closing of the transactions described herein.

     

    SECTION 10.09 Headings

     

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     

    SEC/TON 10.10 No Strict Construction

     

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     

    SECTION 10.11 Severability

     

    If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

     

    SECTION 10.12 Attorneys Fees

     

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys' fees from the non-prevailing party.

     

    SECTION 10.13 Confidentiality

     

    Each party to this Agreement will hold, and will cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively,

    16  
     

    " Confidential Information ") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain without disclosure by such party in breach of this Agreement, or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

     

    SECTION 10.14 Arbitration

     

    Any dispute arising under this Agreement ("Arbitrable Dispute") shall be referred to and resolved by binding arbitration in San Diego, California, to be administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations, by one party ("Claimant") giving written notice to the other party ("Respondent") and to the California Regional Office of the American Arbitration Association ("AAA"), that the Claimant elects to refer the Arbitrable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (10) years' experience in the applicable industry, and must have a formal financial/accounting, engineering or lega l education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the arbitral award shall be made as promptly as possible. The interpretation, construction and effect of this Agreement shall be governed by the Laws of California, and to the maximum extent allowed by law, in all arbitration proceedings the Laws of California shall be applied, without regard to any conflicts of laws principles. All statutes of limitation and of repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority to grant or award indirect or consequential damages, punitive damages or exemplary damages.

     

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]

    17  
     

     

     

     

     

     

     

    IN WITNESS WHEREOF, the parties hereto have caused this Asset Acquisition Agreement to be duly executed as of the day and year first above written.

     

    TPT GLOBAL TECH, INC.

    A FLORIDA CORPORATION

     

    By: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President

     

    Interest Holders:

     

    By: /s/ Linda Kelly

    Name: Linda Kelly

    Ownership Interest: 47.6%

     

    By: / s/ Duane Jackson

    Name: Duane Jackson

    Ownership Interest: 23.8%

     

    By: /s/ Quyntwan, Henry

    Name: Quyntwan, Henry

    Ownership Interest 4.8%

     

    By: /s/ Enoch Brande

    Name: Enoch Brande

    Ownership Interest: 23.8%

     

     

     

     

     

     

    18  
     

     

     

     

     

     

     

    Exhibit A

     

    Interest Holders Interest Holders

     

     

     

     

     

    Interest Holders  
    Linda Kelly 47.6 %
    Duane Jackson   23.8 %
    Quyntwan Henry 4.8 %
    Enoch Brande   23.8 %
        100%

     

    There are no other interest holders.

     

     

    19  
     

     

     

     

     

     

     

     

     

     

    Exhibit B

     

    Intellectual Property and Technology of Interest Holders

     

     

     

     

    Intellectual property, patents, trademarks, source bode , and technology related to the Lion Phone, i nc l uding any pending patent filed or intended to be filed with appropriate authorities or governmental or other agencies .

     

    Patent Off i ce Document Office Number #62501937

    EXHIBIT 10.12

     

     

     

     

     

     

     

     

     

     

    ACQUISITION AND PURCHASE AGREEMENT

    DATED AS OF

    OCTOBER 31, 2017

    BY AND BETWEEN

     

    TPT GLOBAL TECH, INC. AND

    MATRIXSITES, INC. AND ITS OWNERS

    1  
     

    ACQUISITION AND PURCHASE AGREEMENT

     

    This AGREEMENT, dated as of October 31, 2017 (the "Agreement"), is by and between TPT Global Tech, Inc. ("TPTG"), a Florida Corporation, ("Purchaser"), as its Owners of TPT Global Tech Inc. and Matrixsites, Inc., a Nevada C Corp ("Seller") and its owners (“Owners”), together referred to as (“Parties”).

     

    WHEREAS, the Board of Directors of TPTG and the Owners of the assets of Seller related to Viewme Live have each approved the acquisition of the assets related to Viewme Live including all intellectual property and backend code and technology for Mobile TV Broadcast Network and Social Media Platform of Seller (“the Assets”) by TPTG (the "Acquisition");

    WHEREAS, those persons listed on Exhibit A are the Owners of the Assets (“Ownership Interests”); and

     

    WHEREAS, this Agreement is intended to set forth the terms upon which the Assets, including all intellectual property and backend code and technology for Mobile TV Broadcast Network and Social Media Platform of Viewme Live will be acquired by TPTG from the Seller and Owners.

     

    NOW, THEREFORE, in consideration of the foregoing and to document the respective intentions, representations, warranties, covenants and agreements by and between the undersigned, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

     

    ARTICLE I

    THE CONSIDERATION

     

    SECTION 1.01 Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to the Seller and Owners is as follows: In consideration for all the Assets as listed on Exhibit B , collectively,

     

    a) The Purchaser shall be issue to the owners of Seller 4,000,000 shares of restricted Common Stock of TPTG with the rights and privileges equal to the common stock of TPTG;

     

    b) Owners of Seller will receive a promissory note in the amount of $4,000,000 USD payable at the closing, or as agreed by Parties;

     

    c) Steve Cauble, principal owner of the Seller and the Assets, will receive an employment agreement whereas he will receive $10,000 per month in salary for five years and will be entitled to salary increases periodically over the term of the employment agreement as agreed to between him and TPTG among other customary terms of an employment agreement.

     

    d) Any previous code that has been sourced to others by the Seller or Steve Caudle will not be included or a part of this acquisition agreement.

     

    2  
     

    SECTION 1.02 Effective Date of the Acquisition

     

    The Acquisition shall become effective upon the delivery of the bills of sale, assignments of patents, trademarks, source code, and technology to TPTG simultaneously with the delivery of the consideration specified in paragraphs 1.01(a), (b) and (C) by TPTG to the Owners of Seller.

     

    ARTICLE II

    TITLE AND LICENSING MATTERS

     

    SECTION 2.01 Title

     

    Owners warrant and represent that when delivered hereunder, the Assets will be free and clear of all liens and encumbrances whatsoever, and will not trigger a default or be an event of default as to any other business aspect or matter involving Seller.

    SECTION 2.02 Licensing Matters

     

    (a)     Seller shall maintain: (i) all Licenses issued and administered by any regulatory authority related to the Assets. Seller covenants and agrees to maintain such license, where it exists and is necessary.

     

    (b)     On the Closing Date, all licensing shall be in good standing, and, to Seller's knowledge, this transaction shall not jeopardize the licenses of the Assets, if any, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license, if any, of the Assets after Closing.

     

    ARTICLE III CLOSING

     

    SECTION 3.01 Closing

     

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the "Closing") shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extended hereunder, at the offices of Seller, located at on or before 10:00 a.m. local time on , or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date") at which time the Ownership Interests and the consideration identified in Section 1.01 shall be delivered. Upon payment of the consideration set forth in Section 1.01 above, Owners shall cause all officers and directors of Seller to resign their positions, where necessary, with Seller, at which time TPTG shall elect new directors, where necessary, who shall thereafter appoint new officers over the Assets.

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    ARTICLE IV

    REPRESENTATIONS AND WARRANTIES OF TPTG

     

    Except as set forth in the applicable section of any disclosure schedule delivered by "TPTG" to Owners prior to the execution of this Agreement (the "TPTG" Disclosure Schedule"), TPTG represents and warrants to Owners as follows:

     

    SECTION 4.01 Organization of TPTG; Authority

     

    TPTG is an entity duly organized, validly existing, and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"), to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties, and to conduct its business. The execution, delivery, and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including, without limitation, the approval of the board of directors of TPTG. The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of TPTG, enforceable against TPTG in accordance with their terms. TPTG has heretofore delivered or made available to Owners complete and correct copies of the certificate of incorporation and by-laws of TPTG, as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational documents.

     

    SECTION 4.02 No Violation; Consents and Approvals

     

    The execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and TPTG's compliance and performance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets of TPTG, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets of TPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of this Agreement or the consummation by TPTG of the transactions contemplated hereby.

     

    SECTION 4.03 Litigation; Compliance with Laws

     

    (a)     There are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of TPTG, threatened against, relating to or affecting TPTG, its business or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation of its business after Closing. TPTG is not in default under any order, license, regulation or demand of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

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    (b)     TPTG has complied with, and is in compliance in all material respects with, all federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to TPTG, the operation of its business, and its assets (individually, a "Law" and collectively, "Laws"). TPTG has received no notice from any federal, state, or local court, agency, organization, or political subdivision (each, a "Governmental Entity") or other person of any violation of any Law. TPTG has obtained and holds all required permits, licenses, certificates of authority, orders, and approvals (collectively, "Licenses") of, and has made all filings, applications and registrations with, federal, state, local, or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business. All such Licenses are in full force and effect and current. To the knowledge of TPTG, no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of "TPTG", threatened to revoke or limit any such License.

     

    SECTION 4.04 Capitalization of TPTG; Common Stock

     

    (a)     As of date hereof, the authorized capital stock of TPTG consists of 1,000,000,000 shares of common stock, of which 136,953,904 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof a total of 1,000,000 Series A Preferred Shares are deemed issued and outstanding, and 2,588,693 Series B Preferred Shares are deemed issued and outstanding.

     

    (b)     If and when issued in accordance with the provisions hereof, all of the shares of common stock to be issued to Owners will be duly authorized and validly issued shares of TPTG, and will be fully paid and nonassessable. If and when issued to Owners in accordance with the provisions of the Note, none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue-sky laws. At all times while any principal balance of the Note is unpaid, TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Note.

     

    SECTION 4.05 No Brokers or Finders

     

    Neither TPTG nor any of its officers, directors, employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, consulting fees, commissions or finder's fees, and no broker or finder has acted directly or indirectly for TPTG, in connection with this Agreement or the transactions contemplated hereby, in each case, whose fees TPTG would be required to pay.

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    ARTICLE V

    REPRESENTATIONS AND WARRANTIES OF OWNERS AND SELLER

     

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by Seller to TPTG prior to the Closing of this Agreement (the "Seller Disclosure Schedule"), Seller represents and warrants to TPTG as follows:

     

    SECTION 5.01 Organization of Seller; Authority

     

    Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. Seller has full legal authority to own, operate, and conduct its business in Nevada. The execution, delivery, and performance by Seller of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively, the "Transaction Documents") and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate actions on the part of Seller. The Transaction Documents have been duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid and binding obligation of Seller enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations, of Seller, taken as a whole. Seller has herewith delivered or made available to TPTG complete and correct copies of the articles of incorporation in effect as of the date of this Agreement. Seller is not in violation of its organizational documents.

     

    SECTION 5.02 No Violation; Consents and Approvals

     

    The execution and delivery by Owners and Seller of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the articles of incorporation or by-laws of Seller, or (b) any Laws applicable to Seller or the business of Seller.

     

    SECTION 5.03 Litigation; Compliance with Laws

     

    (a)     There are: (i) no claims, actions, suits, investigations or proceedings pending or, to the knowledge of Seller, threatened against, relating to or affecting Seller, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of Seller, and

    (ii) no orders of any Governmental Entity or arbitrator are outstanding against Seller, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of

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    Seller in Seller capacities as such, or that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby.

     

    (b)     Seller has complied and is in compliance in all material respects with all Laws applicable to Seller, its business or its assets. Seller has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business or its assets.

     

    SECTION 5.04 Not Used.

     

    Not used.

     

    SECTION 5.05 No Implied Warranties and Representations

     

    (a)     Excluding the representations set forth in (b) below, TPTG acknowledges that Sellers are not making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents, or communications (including any projections or forecasts relating to the business of Seller) that may be made or provided, or have been made or provided, may be relied upon by TPTG, and no such statement, document, or communication shall be deemed to be a representation or warranty of Owners or Seller for any purpose.

     

    (b)     Sellers warrant and represent that, to the best of their knowledge and belief, the financial books, records, contracts, bank statements, and payroll records necessary to conduct an audit, where necessary, of the Assets are true and accurate in all material respects. Sellers covenant and agree that they will execute such representation letters as the auditor may reasonably require to complete an audit of the Assets, where necessary, by TPTG in accordance with PCAOB standards and SEC Rules and Regulations, after the closing for the Assets to allow SEC financial statement compliance by TPTG.

     

    ARTICLE VI ADDITIONAL AGREEMENTS

     

    SECTION 6.01 Access to Information

     

    From the date hereof until the Closing Date or the earlier termination of this Agreement, each party shall give the other party and its respective counsel, accountants, representatives and agents such reasonable information related to this Agreement and performance hereunder. With respect to Seller, Owners shall provide to TPTG full access, upon reasonable notice and during normal business hours, to information on the business of Seller's assets. TPTG shall provide Owners with full access, upon reasonable notice and during normal business hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business, finances, and properties of such party and its subsidiaries and that Owners and her counsel, accountants, representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representatives desire to conduct at Seller's facility shall only be done at such times as TPTG and Owners may mutually agree. No investigation pursuant to this Section 6.01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations of the parties to consummate the

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    Acquisition, it being understood that the investigation will be made for the purposes, among others, of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party; provided, however, that in the course of performing its investigations, if a party discovers information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. In the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.

     

    SECTION 6.02 Legal Conditions to Transaction; Reasonable Efforts

     

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

     

    SECTION 6.03 Certain Filings

     

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents, approvals, permits or authorizations required in connection with the transaction.

     

    SECTION 6.04 Public Announcements and Filings

     

    Prior to any release, each party shall give the other a reasonable opportunity to comment upon, and, unless disclosure is required, in the opinion of counsel, by applicable Law, approve (which approval shall not be unreasonably withheld), all press releases or other public communications of any sort relating to this Agreement or the transactions contemplated hereby.

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    SECTION 6.05 Tax Matters

     

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

     

    SECTION 6.06 Supplements to Schedules

     

    Prior to the Closing, Owners will supplement or amend the Seller disclosure schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule, if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section

    6.6              shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

     

    SECTION 6.07 No Contact of Third Parties

     

    Neither TPTG, nor any of its officers, directors, employees, contractors, agents, representatives, or attorneys shall contact any supplier, vendor, customer, client, or employee of Seller without Seller's prior written consent and then, only to the extent and in the manner agreed to by Seller.

     

    ARTICLE VII

    CONDITIONS OF THE CLOSING

     

    SECTION 7.01 Conditions to Each Party's Obligation to Effect the Transaction

     

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

     

    SECTION 7.02 Additional Conditions of Obligations of TPTG

     

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

     

    (a)     Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

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    (b)     Performance of Obligations of Owners. Owners shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date.

     

    (c)     No Material Adverse Change. From the date hereof through and including the Closing, no event shall have occurred which would have a Material Adverse Effect on the Assets. For purposes hereof, "Material Adverse Effect" means a change, effect, condition or circumstances that, in the reasonable judgment of TPTG, is, or could reasonably be expected to be, material and adverse to the Assets.

     

    (d)     Third Party Consents. Owners and Seller shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

     

    (e)     Deliveries . At the Closing, Seller shall have delivered to TPTG true, correct and complete copies of appropriate resolutions duly and validly adopted by the Owners of Seller evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, in each case, accompanied by a certificate of the Secretary of Seller, dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date.

     

    (f)     Seller's Indebtedness . All outstanding indebtedness or liens relating to the Assets shall have been fully paid at or prior to Closing. Equipment leases are not included in this definition but are trade payables. The parties acknowledge and agree that any current liabilities or trade payables of Seller shall not be considered "interest-bearing indebtedness."

     

    (g)     The Ownership Interests. Owners shall assign and convey the Ownership Interests free and clear of all liens and encumbrances, at Closing.

     

    (h)     Due Diligence and financial information. Seller shall have provided all due diligence materials and such financial books and records as necessary to determine that a PCAOB audit under GAAP and SEC Rules for the preceding two (2) years, where necessary, can be completed for Seller as requested by TPTG, and TPTG shall have been satisfied with such due diligence in TPTG's sole discretion on or before within a reasonable time.

     

    SECTION 7.03 Additional Conditions of Obligations of Owners

     

    The obligation of Owners to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by "Owners":

     

    (a)     Representations and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

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    (b)     Performance of Obligations of TPTG . TPTG shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

     

    (c)     Deliveries . At the Closing, TPTG shall have delivered to Owners: (i) duly issued and authorized common shares to the persons in the denominations set forth on Exhibit 1.01(d) hereto, and (ii) the Convertible provisions for the Promissory Note, as specified in Exhibit 1.01(c).

     

     

    ARTICLE VIII

    TERMINATION

     

    SECTION 8.01 Termination

     

    This Agreement may be terminated at any time prior to closing, by TPTG or Owners as set forth below:

     

    (a)                 by mutual consent of the board of directors of TPTG and Seller; or

     

    (b)                 by TPTG upon written notice to Owners, if any condition to the obligation of TPTG to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the "End Date") (unless such failure is the result of TPTG's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

     

    (c)                 by Owners upon written notice to TPTG, if any condition to the obligation of Owners to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result of Owners' or Seller's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of her duties and obligations hereunder); or

     

    (d)                 by TPTG or by Seller if the board of directors or special committee of TPTG or Seller acting with authority granted by said company's bylaws or board of directors determines, in good faith, based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG or Seller board of directors or special committee to the TPTG stockholders or Seller stockholder under applicable Law; or

     

    (e)                 by TPTG or Owners, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and non-appealable.

     

    SECTION 8.02 Effects of Termination

     

    In the event of any termination of this Agreement as provided in Section 8.01 of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect);

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    provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

     

    SECTION 8.03 Fees, Costs and Expenses

     

    Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost and expense.

     

    ARTICLE IX

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; POST-CLOSING CONDITIONS AND COVENANTS

     

    SECTION 9.01 Survival of Representations and Warranties

     

    None of the covenants, agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing.

     

    SECTION 9.02 Indemnifications

     

    (a)     TPTG shall indemnify Owners against and save and hold Owners and her heirs, estates, legatees, devisees, legal and personal representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless from any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by TPTG as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against an Indemnified Party, as a result of or arising out of or by virtue of:

     

    (i)                  TPTG's operation of Seller or its use of the assets (including the licenses) of Seller after the Closing Date;

     

    (ii)                Any breach of any representation or warranty made by TPTG to Owners herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith; and

     

    (iii)              The failure of TPTG to comply with, or the breach by TPTG of, any of the covenants of this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by TPTG (including, without limitation, this Section 9.02(a).

     

    The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy, pay and discharge any and all of an Indemnified Party's above-

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    described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against an Indemnified Party by a 3 rd party, or any type of quasi- judicial, administrative or other type of proceeding against an Indemnified Party by a 3 rd party, the Indemnified Party shall give TPTG written notice of said matter within ten (10) days of discovery thereof. TPTG may and, upon the Indemnified Party's request, shall at TPTG's expense, resist and defend such matter by counsel selected by TPTG and reasonably approved by the Indemnified Party. The appearance of an Indemnified Party in any such defense shall not constitute a waiver of its right to require TPTG to fulfill its obligations under this indemnity. An Indemnified Party shall provide such information and cooperation as TPTG shall reasonably

    request, and TPTG shall satisfy, pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions.

     

    (b)     Owners shall defend and indemnify TPTG, its officers, directors, Owners, employees, agents, representatives, successors and assigns (collectively, the "Indemnified Parties"), and save and hold the Indemnified Parties forever harmless from and against any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by Owners as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against TPTG, and/or its officers, directors, Owners, employees, agents, successors or assigns, as a result of or arising out of or by virtue of:

     

    (i)                  The operation of Seller or use of the Assets prior to the Closing Date;

     

    (ii)                Any breach of any representation or warranty made by Owners to TPTG herein or in any agreement, document, or instrument executed and delivered pursuant hereto or in connection herewith;

     

    (iii)              The failure of Owners to comply with, or the breach by Owners of, any of the covenants and agreements set forth in this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by Owners (including, without limitation, this Section 9.02(b)).

     

    TPTG shall give Owners written notice of any matter hereby indemnified against, and Owners shall satisfy, pay and discharge any and all of TPTG's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against TPTG by a 3 rd party, or any type of quasi-judicial, administrative or other type of proceeding against TPTG by a 3 rd party, TPTG shall give Owners written notice of said matter within ten (10) days of discovery thereof. Owners may and, upon TPTG's request, shall at

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    Owners' expense, resist and defend such matter by counsel selected by Owners and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to require Owners to fulfill her obligations under this indemnity. TPTG shall provide such information and cooperation as Owners shall reasonably request, and Owners shall jointly and severally satisfy, pay and discharge any and all judgments and fines that may be recovered against TPTG in any such action or actions.

     

    ARTICLE X MISCELLANEOUS

     

    SECTION 10.01 Notices

     

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

     

    if to TPTG to:

     

    TPT Global Tech, Inc.

    501 W Broadway Suite 800

    San Diego CA 92101

    619-402 4200 

     

    with a copy to:

     

    Michael Littman

    7609 Ralston Road

    Arvada, Colorado 80002

    Fax (303) 431-1567

     

    if to Owners and

    Seller to:

     

    Steve Caudle 

     

    with a copy to:

     

    Notices shall be served personally, by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid. If sent personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service, notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

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    SECTION 10.02 Amendment; Waiver

     

    This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

     

    SECTION 10.03 Successors and Assigns

     

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal representatives, successors and assigns; provided, that no party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

     

    SECTION 10.04 Governing Law

     

    This Agreement shall be construed in accordance with and governed by the law of the State of Colorado without regard to principles of conflict of laws.

     

    SECTION 10.05 Mediation / Arbitration

    (a)     In the event that a dispute should arise under this Agreement, the dispute shall be submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted in the State of Nevada. Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including an indication of the answering party's willingness to move forward with mediation. In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below. All costs of mediation shall be equally borne by the parties hereto.

     

    (b)     In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in San Diego, California in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's arbitrator within fourteen (14) days after receipt of the initial notice of arbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow, and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing. Any decision rendered in any arbitration shall be accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have no authority to make any ruling, finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

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    SECTION 10.06 Consent to Jurisdiction

     

    Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of California or any federal court sitting in Nevada for purposes of any suit, action, or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any process, summons, notice or document pursuant to the laws of the State of California and on the parties designated in Section 10.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

     

    SECTION 10.07 Counterparts; Effectiveness

     

    (a)     This Agreement may be signed and transmitted by facsimile machine or by electronic mail. The signature of any person on a facsimile/electronically transmitted copy hereof shall be considered an original signature, and a facsimile/electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile/electronic copy of this Agreement shall be re- executed in original form. No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

     

    (b)     The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

     

    (c)     This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     

    SECTION 10.08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership

     

    Except as expressly provided herein, this Agreement (including the Exhibits, documents, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder. The parties hereby acknowledge that TPTG shall not be deemed to have acquired the Ownership Interests until Closing of the transactions described herein.

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    SECTION 10.09 Headings

     

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     

    SECITON 10.10 No Strict Construction

     

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     

    SECTION 10.11 Severability

     

    If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

     

    SECTION 10.12 Attorneys Fees

     

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys' fees from the non-prevailing party.

     

    SECTION 10.13 Confidentiality

     

    Each party to this Agreement will hold, and will cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, " Confidential Information ") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain without disclosure by such party in breach of this Agreement, or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

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    SECTION 10.14 Arbitration

     

    Any dispute arising under this Agreement ("Arbitrable Dispute") shall be referred to and resolved by binding arbitration in San Diego, California, to be administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations, by one party ("Claimant") giving written notice to the other party ("Respondent") and to the California Regional Office of the American Arbitration Association ("AAA"), that the Claimant elects to refer the Arbitrable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (10) years experience in the telecommunications industry, and must have a formal financial/accounting, engineering or legal education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the arbitral award shall be made as promptly as possible. The interpretation, construction and effect of this Agreement shall be governed by the Laws of California, and to the maximum extent allowed by law, in all arbitration proceedings the Laws of California shall be applied, without regard to any conflicts of laws principles. All statutes of limitation and of repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority to grant or award indirect or consequential damages, punitive damages or exemplary damages.

     

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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    IN WITNESS WHEREOF, the parties hereto have caused this Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.

     

    TPT G LOBAL T ECH , I NC .

    A F LORIDA C ORPORATION

     

     

    By:

    /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President and CEO

     

    Matrixsites, Inc.

    A N EVADA C C ORP

     

     

    By:

    /s/ Steve Caudle

    Name: Steve Caudle

    Title: President

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    SCHEDULE OF EXHIBITS

     

     

    Exhibit Document

     

    A Owners of Matrixsites, Inc. and the Assets

     

    B Summary of the Assets Being Acquired

    EXHIBIT 10.13

     

     

     

     

     

    ACQUISITION AND PURCHASE AGREEMENT DATED AS OF

    NOVEMBER 1 , 20 1 7 BY AND BETWEEN

     

    TPT GLOBAL TECH, INC. AND

    HOLLYWOOD RIVIERA LLC HRS MOBILE LLC

     

    AND THEIR MEMBERS

     

     

     

     

     

     

     

     

     

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    ACQUISITION AND PURCHASE AGREEMENT

     

    This AGREEMENT, dated as of No v ember 1, 2017 (the "Agreement" ; the "E ffective Date " ) , is by and between TPT Global Tech, Inc. ("TPTG" or "P urchaser "), a Florida Corporation, and the members of Hollywood Riviera Studio LLC and HRS Mobile LLC ("Members") and Hollywood Riviera Studios , LLC, a California Limited Liability Company ("HRS"), HRS Mobile LLC, a California Limited Liabili ty Company ( " HRS Mobile"), (Members, HRS and HRS Mobile together are referred to as " Sellers " ).

     

    WHEREAS , the Board of Directors of TPTG and the Manager of HRS and Managing Member of HRS Mobile have each approved the acquisition of 100% of the outstanding ownership interests of HRS and HRS Mobile (Purchased Interests) (the "Acquisition") ;

     

    WHEREAS, those persons listed on E xhib it A are the Members of HRS and HRS Mobile and owners of the Purchased Interests ; and

     

    WHEREAS, this Agreement is intended to set forth the terms upon which the Purchased Interests will be acquired by TPTG.

     

    NOW, THEREFORE , in consideration of the foregoing and to document the respective intentions , representations , warranties, covenants and agreements by and between the undersigned, and for other good and valuable consideration , the receipt and adequacy of which are hereby acknowledged , and intending to be legally bound hereby, the parties do hereby agree as follows:

     

    ARTICLE I

    T HE CONSIDERATION

     

    SECTION 1.01 Pu rc hase and Sale of Purchased Interests . On the terms and subject to the conditions se t forth in this Agreement, the Sellers agree to sell, transfer , assign and deliver to Purchaser , and Purchaser agrees to purchase, all of the Purchased Interests as further specified in Exhibit A .

     

    SECTION 1.02 Consideration for Acquisition. The consideration deliverable at or before the Closing (as herein defined) by TPTG to the Sellers in consideration for all the Purchased Interests is as follows:

     

    a)                                                                         Stock. The Purcha s er shall issue an aggregate of 3 , 265 , 000 shares of restricted Common Stock of TPTG in the amounts and to the persons specified in Exhibit 1.02 (a) with the rights and privileges equal to the Common Stock of TPTG , and will be included in TPT's Form S - 1 expected to be filed with the Securities and Exchange Commission in 2017, at no expense to the Sellers. Common Stock to be issued is not and shall not be subject to any restrictions greater than the restrictions on Common Stock owned by any officers or directors of TPTG to be included in the S-1.

     

    b)                                                                         Cash. The Purchaser will pay $3,250,000 USD (Three Million Two Hundred Fifty Thousand Dollars) , to pay down debt and make payments to the Members in partial consideration for the Purchased Interests, as specified on Exhibit 1.02(b) ("Cash Consideration"). Sellers shall be responsible for retiring the referenced debt in full out of the Cash Consideration, with any remaining amount available for distribution to the Members as agreed among themselves.

    c)                      Audit. TPTG will pay for an external two-year audit of HRS and HRS Mobile to be conducted by a mutually agreed upon accounting firm, with such audit to be completed within 60 days of the Effective Date. Once the audits of HRS and HRS Mobile have been timely completed , the Purchaser will have 30 days to complete its financial obligations under Section 1.1           (a) and (b) to close the purchase of HRS and HRS Mobile. The failure of the audit firm to timely complete the audit shall not extend the date for the Closing, which shall take place no more than 90 days from the Effective

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    Date or sooner if the audit is completed in less than 60 days.

    SECTION 1.03 Acquisition

     

    The Acquisition shall become effective at the Closing and upon the delivery to the Purchaser of all Membership Interests certificates (if any) , assignments , and other instruments that may be necessary, desirable, or appropriate to transfer and assign to Purchaser all of the Purchased Interests, all in form and substance reasonably satisfactory to Purchaser, simultaneously with the delivery of the consideration and / or evidence of payment specified in paragraphs 1.0l(a), and (b) by TPTG to Sellers together with any other instruments that may be necessary, desirable , or appropriate to effectuate the terms of this Agreement.

     

    ARTICLE II

    TITLE AND LICENSING MATTERS

     

    SECTION 2.01 Title

     

    Each of the Sellers warrant and represent that to the best of their knowledge , except as otherwise disclosed, when delivered hereunder , their respective Purchased Interests will be free and clear of all liens and encumbrances whatsoever, and HRS and HRS Mobile each represent to the best of the knowledge of their respective Managers that, except as otherwise disclosed , the respective assets of HRS and HRS Mobile shall be free and clear of all liens and encumbrances , except for existing debt identified on Exhibit 1.02(b) which is to be retired pursuant to this Agreement and which otherwise may have a lien on assets , and the conveyance of the Purchased Interests will not trigger a default or be an event of default as to any other business aspect or matter involving HRS and HRS Mobile.

     

    SECTION 2.02 Licensing Matters

    (a)                    HRS and HRS Mobile shall maintain: (i) all licenses issued and administered by any regulatory authority. HRS and HRS Mobile covenant and agree to maintain such licenses through Closing.

     

    (b)                   On the Closing Date, all licensing shall be in good standing, and , to the respective knowledge HRS and HRS Mobile's respective Managers, this transaction shall not jeopardize the licenses of acquiree, nor its material contracts with any vendors or customers. TPTG shall obtain

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    and maintain any approvals necessary for the operations and license of HRS and HRS Mobile after Closing.

     

    ARTICLE III

    CLOSING

     

    SECTION 3.01 Closing

     

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article IX , and subject to the satisfaction or waiver of the conditions set forth in Article VIII, the closing of the Acquisition (the "Closing") shall take place at the offices of HRS and HRS Mobile, located at 2740 California Street, Torrance CA 90503, as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VIII are satisfied , with an estimated closing on or before February 1 , 2018 , or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date") at which time the Purchased Interests and the remaining consideration identified in Section 1.01 shall be delivered and exchanged ("Closing Date").

     

    SECTION 3 . 02 Extension of Date for Closing

     

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article IX, in the event TPTG is unable to satisfy its obligation to timely provide the cash and other consideration on or before the Closing Date, the Sellers shall in their sole discretion have the option to extend the Closing Date by up to 60 days to provide TPTG additional time to satisfy such obligations.

     

    ARTICLE IV

    REPRESENTATIONS AND WARRANTIES OF TPTG

     

    Except as set forth in the applicable section of any disclosure schedule delivered by TPTG to Sellers prior to the execution of this Agreement (the "TPTG" Disclosure Schedule"), TPTG ( on behalf of itself and each of its subsidiaries) represents and warrants to Sellers as follows:

     

    SECTION 4.01 Organization ofTPTG; Authority

     

    TPTG is an entity duly organized, validly existing , and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"), to consummate the transactions contemplated hereby and thereby, to own , lease and operate its properties, and to conduct its business. The execution , delivery, and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including , without limitation , the approval of the board of directors of TPTG . The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of TPTG , enforceable against TPTG in accordance with their terms. TPTG has heretofore

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    delivered or made available to Sellers c omplet e and correct copies of the certificate of incorporation and by-laws of TPTG , as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational documents.

     

    SECTION 4.02 No Violation; Consents a nd Approvals

    The execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and TPTG's compliance and performance with the terms hereof and thereof will not , conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both , would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by - laws of TPTG (b) any law applicable to TPTG or the property or assets of TPTG, or (c) give rise to any right of termination, cancellation or acceleration under , or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets of TPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of this Agreement or the consummation by TPTG of the transactions contemplated hereby.

     

    SECTION 4.03 Litigation; Compliance with Laws

    (a)                                                                       There are no claims, actions, suits, investigations or proceedings ( " Proceedings") p e nding or , to the knowledge of TPTG , threatened against: (i) relating to or affecting TPTG , its business or its assets; or (ii) that could prevent or enjoin , or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation of its business after Closing.

     

    (b)                                                                       No such Proceeding has been threatened and, to the knowledge of Seller, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

    (c)                                                                       TPTG is not in default under any order, license , regulation or demand of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

    (d)                                                                       TPTG has complied with , and is in compliance in all material respects with, all federal, state , and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to TPTG, the operation of its business , and its assets , and all stock-based transactions, and fundraising activities (individually , a "Law" and collectively , "Laws" ) . TPTG has received no notice from any federal, state, or local court , agency , organization , or political subdivision (each , a "Governmental Entity") or other person of any violation of any Law. TPTG has obtained and holds all required permits, licenses, certificates of authority, orders, and approvals (collectively , "Licenses") of, and has made all filings, applications and registrations with, federal , state, local , or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business. All such Licenses are in full force and effect and current. To the knowledge of TPTG, no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of "TPTG", threatened to revoke or limit any such License.

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    SECTION 4.04 Capitalization of TPTG; Common Stock

    (a)                                                                      As of date hereof: the authorized capital stock of TPTG consists of l , 000,000,000 shares of common stock , of which 136 , 953,904 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and non - assessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated as Series A Preferred Shares and are issued and outstanding, and 3 , 000 , 000 preferred shares have been designated as Series B Preferred Shares of which 2 , 588,693 are currently issued and outstanding.

    (b)                                                                      If and when issued in accordance with the provisions hereof, all of the shares of underlying common stock to be issued to Members will be duly authorized and validly issued shares of TPTG , and will be fully paid and non-assessable . None of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to conversion features for any Preferred Stock.

    (c)                                                                      Except for the conversion privileges of the issued and outstanding Series A and Series B Preferred , there are no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements , or offers from the Company for such agreement , for the purchase or acquisition from the Company of any shares of its capital stock.

    SECTION 4.05 Financial Statements & Books and Records of TPTG

    (a)                                                                       TPTG has delivered to Sellers copies of its Financial Statements. The Financial Statements fairly present the financial condition and the results of operations of TPTG at the respective dates of and for the periods referred to in such financial statements. " Financial S tatements " means: the audited balance sheet of Purchaser as of the most recent year-end and unaudited balance sheet as of the most recent quarter-end , and the related audited and unaudited statements of income and cash flows for the periods then ended (including the notes thereto).

     

    (b)                                                                      Except as set forth in the Financial Statement or on the Schedule of Exceptions, Seller has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for current liabilities incurred in the ordinary course of business since the respective dates thereof.

     

    (c)                                                                       The books of account, minute books, stock record books and other records of Purchaser , all of which have been made available to Sellers, are complete and correct and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

    SECTION 4 . 06 Condition and Sufficiency of TPTG Assets and Intellectual Property.

    The assets of TPTG are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are

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    not material in nature or cost. The assets are sufficient for the continued conduct of Purchaser's business after the Closing in substantially the same manner as conducted prior to the Closing. TPTG has sufficient title to and ownership of, or other rights to use, all intellectual property for its business as now conducted and, to the best of its knowledge as presently planned to be conducted ("Intellectual Property Assets") , without any material conflict with or infringement of the rights of others, except where such failures or conflicts would not reasonably be expected to have a material adverse effect on its business.

     

    SECTION 4.0 7 Taxes.

    TPTG has filed or caused to be filed on a timely basis, all tax returns relating to its business that are or were required to be filed by it pursuant to applicable legal requirements, except for the Federal and applicable State income tax returns for 2015 and 2016 which are in the process of being prepared currently and will be filed within 60 days. TPTG has paid, or made provision for the payment of , all taxes that have or may become due pursuant to those tax returns or otherwise , or pursuant to any assessment received by TPTG. The tax returns of TPTG have not been examined (nor are they currently in the process of being examined) by the IRS or any other tax authority for any of the past five (5) years, and such tax returns constitute a complete and accurate representation of the tax liabilities of TPTG , and any combined, consolidated or unitary group of which TPTG is or was a member. The charges, accruals and reserves with respect to taxes on the books of TPTG are adequate and are at least equal to TPTG's liability for such taxes. There exists no proposed tax assessment against TPTG except as disclosed in the Financial Statements . No consent to the application of Section 341(£)(2) of the JRC has been filed with respect to any property or assets held, acquired or to be acquired by TPTG. All Taxes that TPTG is or was required by l egal requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper governmental body or other person. All tax returns filed by TPTG are true, correct and complete . There are no liens for taxes (other than for current taxes not yet due and payable) or any of the Assets. There is no tax sharing agreement that will require any payment by TPTG after the date of this Agreement.

     

    SECTION 4.08 No Material Adverse Change

    (a)                                                                         Since the date of the Financial Statements, there has not been any material adverse change in TPTG ' s business, operations, properties, prospects, or assets , and no event has occurred or circumstance exists that may result in such a material adverse change .

    (b) Since the date of the Financial Statements, TPTG has conducted its business only in the ordinary course of business and there has not been any: (iii) damage to or destruction or loss of any of the Assets, whether or not covered by insurance; (iv) entry into, termination of or receipt of notice of termination of any license, distributorship , dealer, sales representative, joint venture, credit or similar agreement or any contract or transaction involving a total remaining commitment by or to TPTG of at least $10,000; (v) sale (other than sales of inventory in the ordinary course of business), lease or other disposition of any material asset or property of TPTG or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of TPTG, including the sale, lease or other disposition of any of the Intellectual Property Assets (defined above in Section 4 . 05); (vi) cancellation or waiver of any claims or

     

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    rights with a value in excess of $10,000; (viii) agreement, whether oral or written, by TPTG to do any of the foregoing.

    SECTION 4.09 No Defaults in Material Contract s

    Except as disclosed in the Schedule of Exceptions or disclosed in the financial statements, each material contract to which TPTG is a party to is a valid and binding agreement of TPTG and is in full force and effect, and neither TPTG nor any other party thereto is in default in any material respect thereunder.

     

    SECTION 4.10 Relationships With Related Persons

     

    No Related Person of TPTG has had any interest in any property (whether real, personal or mixed and whether tangible or intangible) , used in or pertaining to the business and operation of TPTG. No Related Person of TPTG has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in , a person that has (i) had business dealings or a material financial interest in any transaction with TPTG other than business dealings or transactions conducted in the Ordinary course of business with TPTG at substantially prevailing market prices and on substantially prevailing market terms or (ii) engaged in competition with TPTG with respect to any line of the products or services of TPTG (a " Competing Business ") in any market presently served by TPTG except for less than one percent (1%) of the outstanding capital stock of any competing business that is publicly-traded on any recognized exchange or in the over -th e - counter market. No Related Person of TPTG or any Shareholder is a party to any contract with, or has any claim or right against , TPTG including but not limited to any indebtedness to or from TPTG in an amount greater than $5,000, except as disclosed in the financial statements. The term "Related Person" includes any employee, contractor, shareholder, officer or director of the Company or member of his or her immediate family .

     

    SECTION 4.11 Sophisticated Purchaser; Restricted Securities

    TPTG is an informed and sophisticated buyer and has engaged expert advisors, experienced in the evaluation and purchase of businesses such as the business of Sellers. TPTG has undertaken such investigations and has been provided with and has evaluated such documents and information as it has deemed necessary to enable TPTG to make an informed decision with respect to the execution, delivery and performance of this Agreement. TPTG acknowledges that Sellers have made no representation or wan-anty as to the prospects, financial or otherw ise , of Sellers ' business. Purchaser agrees to accept Sellers' business as it exists on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or wan-anties of any nature made by or on behalf of or imputed to Sellers , except as expressly made in this Agreement. TPTG also understand that the Membership Interests being acquired are characterized as "restricted securities" under the federal and state securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under only in certain limited circumstances. In the absence of an effective registration statement covering the securities or an available exemption from registration under the Act, these securities must be held indefinitely.

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    SECTION 4.12 No Brokers or Finders

     

    Neither TPTG nor any of its officers, directors , employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees , brokerage fees, consulting fees , commissions or finder' s fees , and no broker or finder has acted directly or indirectly for TPTG , in connection with this Agreement or the transactions contemplated hereby, in each case , whose fees TPTG would be required to pay .

     

    ARTICLE V

    REPRESEN T ATIONS AND WARRANTIES OF HRS

     

    Except as set forth in the applicable section of the disclosure schedule , if any, delivered by HRS to TPTG prior to the Closing o f this Agreement (the "HRS D i sclosure Schedule") , HRS repres e nts and warrants to TPTG , based on the actual knowledge and belief of its Manager after reasonable inquiry, as follows:

     

    SEC TIO N 5 . 0 I Organization of HRS; Authority

     

    HRS is an LLC duly organi z ed , validly existing , and in good standing under the laws of the State of C alifornia and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. HRS has full legal authority to own , operate, and conduct their business in California. The execution , delivery , and performance by HRS of the Transaction Documents and the consummation of the transactions contemplated hereby shall have been duly authori z ed by all necessary member actions on the part of HRS. The Transaction Documents have been dul y executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation o f TPTG , they shall also constitute a valid and binding obligation of HRS enforceable against it in accordance with its terms , except as may be limited by applicable bankruptcy, insolvency , reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies. HRS is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets , financial condition , prospects or results of operations, of HRS , taken as a whole. HRS has herewith delivered or made available to TPTG complete and correct copies of the articles of organization in effect as of the date of this Agreement. HRS is not in violation of its organi z ational document s .

     

    SECTION 5.02 No Violation; Consents and Approvals

     

    The execution and delivery by HRS of the Transaction Documents does not , and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with , or result in any violation of or default (or an event which , with notice or lapse of time or both , would constitute a default) under , (a) the terms and conditions or provisions of the articles of organization of HRS, or (b) any Laws applicable to HRS or the business of HRS.

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    HRS warrants and represents that, to the best of its knowledge and belief, the financial books, records , contracts , bank statements, and payroll records provided to TPTG and to be provided in connection with this transaction were prepared in the ordinary course of business and are true and accurate in all material respects.

     

    SECTION 5.03 Litigation ; Compliance with Laws

     

    (a)                                                                         There are: (i) no claims , actions, suits, investigations or proceedings pending or, to the knowledge of HRS, threatened against , relating to or affecting HRS , its business , its assets, or any employee , officer , director , stockholder , or independent contractor of HRS in their capacities as such, and (ii) no orders of any Governmental Entity or arbitrator are outstanding against HRS, its business , its assets, or any employee, officer, director , stockholder , or independent contractor of HRS in their capacities as such , or that could prevent or enjoin, or delay in an y respect , consummation of the transactions contemplated hereby.

     

    (b)                                                                        HRS has complied and is in compliance in all material respects with all Laws applicable to HRS , its business or its assets. HRS has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business or its assets.

     

    SECTION 5 . 04 Capital of HRS and Ownership Ther e of

     

    The total issued and outstanding ownership interests of HRS consist of ownership interests as shown on Exhibit A hereto , of which each person listed on such exhibit is the sole owner, free and clear of all liens and encumbrances whatsoever of the interests thereupon shown, other than liens which will be extinguished through the retirement of debt at or before Closing , and that such Members have unrestricted authority to sell and convey the HRS interests.

     

    SECTIO N 5.05 N o Implied Warranties and Representations

     

    (a)                                                                       E x cluding the representations set forth in (b) below, TPTG acknowledges that HRS is not making any representations or warranties , written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents , or communications (including any projections or forecasts relating to the business of HRS that may be made or provided , or have been made or provided) , may be relied upon by TPTG, and no such statement, document, o r communication shall be deemed to be a representation or warranty of HRS for any purpose. Without limiting the foregoing, HRS is making no representations as to the future performance or prospects the of either company , and is making no representations or warranties of any kind , express or impli e d, either oral or written , with respect to the physical condition or value of either Company ' s assets including without limitation warranties of merchantability or fitness for a particular purpose of such assets or with respect to the condition thereof. Further, the business conducted by HRS is by its nature subject to substantial fluctuations and HRS reserves the right between the Effective Date and the Closing to alter , change or consolidate its current operations , staffing and asset mix in response to fluctuation s in its business including its customer base, level of bookings and associated projections.

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    (b)                                                                        HRS warrants and represents that, to the best of its knowledge and belief, the financial books, records, contracts, bank statements, and payroll records provided to TPTG and to be provided in connection with this transaction were prepared in the ordinary course of business and are true and accurate in all material respects. HRS covenants and agrees that it will execute such representation letters as the auditor may reasonably require to complete an audit of HRS, to facilitate SEC financial statement compliance by TPTG after the closing of the acquisition of HRS.

     

    ARTICLE VI

    REPRESENTATIONS AND WARRANTIES OF HRS MOBILE

     

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by HRS Mobile to TPTG prior to the Closing of this Agreement (the "HRS Mobile Disclosure Schedule") , HRS Mobile represents and warrants to TPTG, based on the actual knowledge and belief of the Manager of its Managing Member after reasonable inquiry, as follows:

     

    SECTION 6 . 01 Organization of HRS Mobile; Authority

     

    HRS Mobile is an LLC duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. HRS Mobile has full legal authority to own, operate, and conduct their business in California. The execution, delivery, and performance by HRS Mobile of the Transaction Documents and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary member actions on the part of HRS Mobile. The Transaction Documents have been duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid and binding obligation of HRS Mobile enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies. HRS Mobile is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations, of HRS Mobile, taken as a whole. HRS Mobile has herewith delivered or made available to TPTG complete and correct copies of the ai1icles of organization in effect as of the date of this Agreement. HRS Mobile is not in violation of its organizational documents.

     

    SECTION 6.02 No Violation; Consents and Approvals

     

    The execution and delivery by HRS Mobile of the Transaction Documents does not , and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the articles of organization of HRS Mobile, or (b) any Laws applicable to HRS Mobile or the business of HRS Mobile.

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    HRS Mobile warrants and represents that , to the best of its knowledge and belief, the financial books, records, contracts, bank statements, and payroll records provided to TPTG and to be provided in connection with this transaction were prepared in the ordinary course of business and are true and accurate in all material respects.

     

    SECTION 6.03 Litigation; Compliance with Laws

    (a)                                                                      There are: (i) no claims, actions, suits , investigations or proceedings pending or , to the knowledge of HRS Mobile, threatened against , r e lating to or affecting HRS Mobile, its business , its assets, or any employee , officer , director , stockholder, or independent contractor of HRS Mobile in their capacities as such, and (ii) no orders of any Governmental Entity or arbitrator are outstanding against HRS Mobile , its business, its assets , or any employee, officer, director , stockholder , or independent contractor of HRS Mobile in their capacities as such, or that could prevent or enjoin, or delay in any respect , consummation of the transactions contemplated hereby.

    (b)                                                                      HRS Mobile has complied and is in compliance in all material respects with all Laws applicable to HRS Mobile , its business or its assets . HRS Mobile has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it , its business or its assets.

     

    SECTION 6.04 Capital of HRS Mobile and Ownership Thereof

    The total issued and outstanding ownership interests of HRS Mobile consist of ownership interests as shown on Exhibit 5.04 hereto , of which each person listed on such exhibit is the sole owner , free and clear of all liens and encumbrances whatsoever of the interests thereupon shown , other than liens which will be extinguished through the retirement of debt at or before Closing , and that such Members have unrestricted authority to sell and convey the HRS Mobile interests.

     

    SECTION 6.05 No Implied Warranties and Representations

    (a)                                                                      Excluding the representations set forth in (b) below, TPTG acknowledges that HRS Mobile is not making any representations or warranties, written or oral or express or implied , of any nature whatsoever except as specifically set forth in Article VI and no other statements, documents, or communications (including any projections or forecasts relating to the business of HRS Mobile that may be made or provided, or have been made or provided) , may be relied upon by TPTG, and no such statement, document , or communication shall be deemed to be a representation or warranty of HRS Mobile for any purpose. Without limiting the foregoing, HRS Mobile is making no representations as to the future performance or prospects the of either company , and is making no representations or warranties of any kind, express or implied , either oral or written, with respect to the physical condition or value of either Company's assets including without limitation warranties of merchantability or fitness for a particular purpose of such assets or with respect to the condition thereof. Further, the business conducted by HRS Mobile is by its nature subject to substantial fluctuations and HRS Mobile reserves the right between the Effective Date and the Closing to alter , change or consolidate its current operations, staffing and asset mix in response to fluctuations in its business including its customer base, level of bookings and associated projections .

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    (b)                                                                        HRS Mobile warrants and represents that , to the best of its knowledge and belief : the financial books , records , contracts, bank statements, and payroll records provided to TPTG and to be provided in connection with this transaction were prepared in the ordinary course of business and are true and accurate in all material respects. HRS Mobile covenants and agrees that it will execute such representation letters as the auditor may reasonably require to complete an audit of HRS Mobile , to facilitate S E C financial statement compliance by TPTG after the Closing of the acquisition of HRS Mobile.

     

    ARTICLE VII

    ADDITIONAL AGREEMENTS

     

    SECTION 7.01 Access to Information

     

    From the date hereof until the Closing Date or the earlier termination of this Agreement , each party shall give the other party and its respective counsel, accountants , representatives and agents such reasonable information related to this Agreement and performance hereunder. HRS and HRS Mobile shall provide to TPTG full access , upon reasonable notice and during normal business hours , to information on the business of HRS and HRS Mobile and their respective assets and liabilities. TPTG shall provide Sellers with full access , upon reasonable notice and during normal business hours , to information on the business of TPTG and all relevant documents , records and other information concerning the business , finances , and properties of such party and its subsidiaries and that HRS and HRS Mobile and their counsel , accountants , representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representatives desire to conduct at HRS and HRS Mobile's facility shall only be done at such times as TPTG and Sellers may mutually agree. TPTG shall not contact any employees , contractors , customers or vendors of Seller without Seller's approval , which it shall not unreasonabl y withhold or delay . Seller shall have the right to have a representative present at any meeting with employees , contractors , customers or vendors . Seller shall not be required to grant access that is prohibited by law . No investigation pursuant to this Section 7.01 shall affect or be deemed to modify any o f the representations or warranties hereunder or the condition to the obligations of the parties to consummate the Acquisition , it being understood that the investigation will be made for the purposes, among others, of the board of directors (or Manager) of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party ; provided, however , that in the course of performing its investigations , if a party discovers information which renders a representation or warranty inaccurate , such party shall inform the other party of such discovery. In the event of the termination of this Agreement , each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby , whether so obtained before or after the execution of this Agreement , and any copies thereof ( except for copies of documents publicly available) which may have been made , and will cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.

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    SECTION 7.02 Legal Conditions to Transaction; Reasonable Efforts

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent , authorization, order or approval of, or any exemption by , any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

     

    SECTION 7. 03 Certain Filings

     

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings , (b) determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents , approvals, permits or authorizations required in connection with the transaction.

     

    SECTION 7. 04 Public Announcements and Filings

    Seller and Purchaser shall consult with each other and must agree as to the timing, content, and form before issuing any press release or other public disclosure related to this Agreement or the transaction contemplated by this Agreement. However, this does not prohibit either of them from making a public disclosure if such disclosure is required, in the opinion of counsel, by applicable Law, provided prior notice is given to the other party.

     

    SECTION 7. 05 Tax Matters

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

    SECTION 7. 06 Supplements to Schedules

    Prior to the Closing, all parties will supplement or amend any exhibit , schedule, or disclosure schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement , would have been required to be set forth or described in such exhibit , disclosure schedule , if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 7.06 shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

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    Without limiting the foregoing, each party shall give detailed written notice to the other party within five (5) business days of learning of the occurrence of any events that would (i) render any information contained in the representations and warranties of such party herein or any of the Schedules hereto to be incomplete or incorrect because of an event occurring after the date of delivery of this Agreement or the Schedules, or (ii) cause or constitute a material breach by such party, or would have caused a material breach by such party had such event occurred or been known to such party prior to the date hereof, of any of the representations or warranties of such party contained in this Agreement or in any of the Schedules.

    SECTION 7.07 No Contact of Third Parties

     

    Neither party, nor any of its officers, directors, employees, contractors , agents, representatives , or attorneys shall contact any supplier, vendor, customer, client, or employee of the other party without prior written consent and then, only to the extent and in the manner mutually agreed to by the parties.

     

    ARTICLE VIII

    CONDITIONS OF THE CLOSING

    SECTION8.01 Conditions to Each Party's Obligation to Effect the Transaction

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted , issued, promulgated , enforced or entered any statute, rule , regulation , execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment , injunction or other order to be vacated or lifted.

    SECTION 8.02 Additional Conditions of Obligations of TPTG

     

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

     

    (a)                                                                  Representations and Warranties. The representations and warranties of Sellers set forth in this Agreement shall be true and correct in all material respects, except for those representations and warranties otherwise qualified , as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date , except as otherwise contemplated by this Agreement. None of the representations or warranties omits to state a material fact

    necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made.

     

    (b)                                                                  Performance of Obligations of Sellers. Sellers shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by them under this Agreement at or prior to the Closing Date.

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    (c)                                                                       No Mat er ial Adverse Change. From the date hereof through and including the Closing , no event shall have occurred which would have a Material Adverse Effect on the assets and / or financial condition of HRS and HRS Mobile. For purposes hereof, "Material Adverse Effect" means a change, effect, condition or circumstances that , in the reasonable judgment of TPTG , is , or could reasonably be expected to be , material and adverse to the business, operations , assets, liabilities, financial condition , value , ability to deliver serv i ces, operating results , cash flow, net worth or customer or provider relations of HRS and HRS Mobile, or otherwise materially adversely affecting the ability of Sellers to consummate the Transactions except for any such changes or effects resulting , directly or indirectly, from (i) the public announcement of, or performance of the Transactions (including any action or inaction by HRS and HRS Mobile's customers , suppliers , employees or competitors) , (ii) changes in GAAP or any applicable Law, (iii) changes in the industry in which HRS and HRS Mobile operates, (iv) any attack on , or by , outbreak or escalation of hostilities or acts of terrorism involving , the United States, any declaration of war by Congress or any other national or international calamity , (v) material adverse changes in general economic conditions or the financial or securities markets generall y, (vi) material adverse changes in the business , assets and/or financial condition of HRS and HRS Mobile based on fluctuations in their respective customer bases , levels of bookings and / or associated projections and / or any associated a l teration , change or consolidation of current operations , staffing and/or asset mix in response to such fluctuations, or (vii) any adverse change or effect that is cured by Members and / or HRS and HRS Mobile prior to the Closing.

    (d)                                                                      Third Party Consents. Sellers shall have obtained all consents and approvals , required to be obtained prior to or at the Closing Date , from third parties or Governmental Authorities in connection with the execution , delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

     

    (e)                                                                       Deliveries. At the Closing, Sellers shall have delivered to TPTG true , correct and complete copies of resolutions duly and validly adopted by the Manager / Managing Member and each of the Members of HRS and HRS Mobile evidencing both the agreement of each of the Members and the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, in each case , accompanied by a certificate of the Manager dated as of the Closing Date , stating that no amendments have been made thereto from the date thereof through the Closing Date.

     

    (f)                                                                       Other C e rtificates and Evidence . Sellers shall have delivered to TPTG certificates certifying and other reasonable proof of: (i) the good standing of HRS and HRS Mobile, dated not more than ten (10) days prior to the Closing Date; (ii) tJ.ue and complete copies of the Organizational Documents of HRS and HRS Mobile as of the Closing Date; (iii) the representations and warranties of the Sellers contained in Article V shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date; and (iv) that all conditions specified in this this Agreement above have been fulfilled and certifying that Seller has obtained all required third - party consents.

     

    (g)                                                                      The Purchased Interests. Members shall assign and convey the Purchased Interests free and clear of all liens and encum b rances, at Clos i ng.

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    (h)                                                                      Due Diligence and finan c ial information. HRS and HRS Mobile shall have provided all due diligence materials and such financial books and records as reasonably requested by TPTG in connection with this Agreement and the associated Transaction including TPTG ' s obligation to pay for an audit for the preceding two (2) years , and TPTG shall have been satisfied with such due diligence in TPTG's sole discretion on or before 60 days after the Effective Date .

    (i) Legal Opinion . HRS and HRS Mobile shall have delivered to TPTG a legal opinion from the Law Offices of James J. Hevener, PC , counsel to HRS and HRS Mobile, containing an opinion reasonably satisfactory to T PTG.

     

    (i) Performance. All of the covenants and obligations that Sellers and each of the Members are required to perform or to comply with pursuant to this Agreement at or prior to the Closing , considered collectively , and each of these covenants and obligations, considered individua lly , must have been duly perfom1ed and complied with in all material respects. Each item required to be delivered by Seller and each Member must have been delivered , and each of the other covenan t s and obligations must have been performed and complied with in all respects.

     

    SECTION 8.03 Additional Conditions of Obligations of Sellers

    The obligation of the Sellers to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by the Sellers:

    (a)                                                                       R e presentations and Warranties. The repre s entations and warranties of TPTG set forth in this Agreement shall be true and correct in all material respects, except for those representations and warranties otherwise qualified , as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date , except as otherwise contemplated by this Agreement. None of the representations or warranties omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which t hey were made.

    (b)                                                                       Performance of Obligation s of TPTG. TPTG shall have performed in all material respects all conditions , covenants, agreements and obligations required to be performed by it under thi s Agreement at or prior to the Closing Date.

     

    (c)                                                                       No Material Adverse Change. From the date hereof through and including the Closing , no event shall ha v e occurred which would have a Material Adverse Effect on the assets and/or financial condition of TPTG. For purposes hereof , "Material Adverse Effect " means a change, effect , condition or circumstances that , in the reasonable judgment of the Sellers , is , or could reasonably be expected to be, material and adverse to the business , operations , assets , liabilities, financial condition, value , ability to deliver services , operating results, cash flow, net worth or customer or provider relations of TPTG, or otherwise materially adversely affecting the ability of TPTG to consummate the Transactions except for any such changes or effects resulting , directly or indirectly, from (i) the public announcement of , or performance of the Transactions (including any action or inaction by TPTG's customers , suppliers , employees or

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    competitors), (ii) changes in GAAP or any applicable Law , (iii) changes in the industry in which TPTG operates , (iv) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity, (v) material adverse changes in general economic conditions or the financial or securities markets generally , or (vi) any adverse change or effect that is cured by TPTG prior to the Closing, but only to the extent any such change described in clauses (ii) through (v) is not specifically related to or disproportionately impacts TPTG.

     

    (d)                                                                       Third Party Consents. TPTG shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution , delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

     

    (e)                                                                       Deliveries. At the Closing, TPTG shall have delivered to Sellers: (i) duly issued and authorized Series B Preferred Shares to the persons in the denominations set forth on Exhibit A hereto.

    (f)                                                                        Due Diligence and financial information . TPTG shall have provided all due diligence materials and such financial books and records as reasonably requested by the Sellers, and the Sellers shall have been satisfied with such due diligence in the Sellers' sole discretion on or before the Closing Date.

    (g)                                                                       Audit. The Sellers shall have completed within 60 Days of the Effective Date, at TPTG's expense, the external two-year audit of HRS and HRS Mobile to be conducted by a mutually agreed upon accounting firm.

    (h) Financing Commitment Letters. TPTG shall have provide to the Sellers , within

    60 days of the Effective Date, financing commitment letters or other evidence reasonably satisfactory to the Sellers in their sole discretion, of the ability of TPTG to close the Transaction, including making the Cash Consideration payments specified in Section 1.02(b) on or before the Closing Date.

    (i)                                                                         OTC Requirements. Within 30 days of the Effective Date and at all times thereafter through Closing, TPTG shall make the required disclosures necessary for TPTG to meet and maintain at least the " OTC Pink Current" designation or better of the "Pink Open Market" of the OTC Markets Group consistent with its "Pink Basic Disclosure Guidelines."

     

    (k)                                                                         Nichols Employment Agreement. Contemporaneous with Closing, TPTG shall have entered into an employment agreement, executed and delivered by Rolando Nichols ( " Nichols " ) , containing the terms and conditions set forth in Exhibit 8.03(k) hereto (the " Nichols Employment Agreement")

    (1)                                                                            Other Certificates and Evidence. TPTG shall have delivered to Sellers certificates certifying and other reasonable proof of: (i) the good standing of TPTG, dated not more than ten (10) days prior to the Closing Date; (ii) true and complete copies of the Organizational Documents of TPTG as of the Closing Date; (iii) the representations and warranties of the TPTG contained in Article VI shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing Date; and (iv) that all conditions specified in this this Agreement above have been fulfilled and certifying that TPTG has obtained all required third- party consents.

     

    (m) Legal Opinion. TPTG shall have delivered to Sellers a legal opinion from _______________, counsel to TPTG, containing an opinion reasonably satisfactory to Sellers.

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    (n) Performance. All of the covenants and obligations that TPTG is required to perform or to comply with pursuant to this Agreement at or prior to the Closing , considered collectively , and each of these covenants and obligations, considered individually, must have been duly performed and complied with in all material respects. Each item required to be delivered by TPTG must have been delivered, and each of the other covenants and obligations of TPTG must have been performed and complied with in all respects.

     

    ARTICLE IX

    TERMINATION

     

    SECTION 9.01 Termination

     

    This Agreement may be terminated at any time prior to closing, by TPTG or Sellers as set forth below:

     

    (a)                                                                         by mutual consent of the board of directors of TPTG and the Manager of HRS and Managing Member of HRS Mobile; or

     

    (b)                                                                         by TPTG upon written notice to Sellers, if any condition to the obligation of TPTG to close contained in Article VIII hereof or otherwise has not been timely satisfied (unless such failure is the result of TPTG's breach of any of its representations , warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

     

    (c)                                                                         b y Sellers upon written notice to TPTG , if any condition to the obligation of Sellers to close contained in Article VIII hereof or otherwise has not been timely satisfied (unless such failure is the result of Sellers' breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of their duties and obligations hereunder); or

     

    (d)                                                                        by TPTG or Sellers, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree , or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and non - appealable.

     

    SECTION 9.02 Effects of Termination

     

    In the event of any termination of this Agreement as provided in Section 9 . 01 of this Agreement , this Agreement shall forthwith become wholly void and of no further force and effect (other than as expressly or by their nature provided , including applicable sections of

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    Article X and Article XI, which shall remain in full force and effect) ; provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

     

    SECTIO N 9.03 F e es , Costs and Expenses

    Whether or not the Transaction is consummated , all legal , due-diligence , audit and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost and expense. Notwithstanding the above , the deposit provided by TPTG not refundable if this Agreement is terminated by either party prior to Closing (unless s uch termination is the result of Sellers ' breach of any of its representations , warranties , covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duti es and obligations hereunder) .

     

    ARTICLE X

    SURVIVA L OF REPRESENTATIONS AND WARRANTIES ;

    POST-CLOSING CONDITIONS AND COVENANTS

    SECTIO N 10.01 Survival of Represen t ations and Warranties

     

    All of the covenants, agreements , and obligations of the parties shall by their terms surv i ve the Closing, and the representations and warranties of the parties set forth in this Agreement shall survive the Closing for a period of twelve months except for fundamental representations including capitalization, lack of broker involvement , good standing , enforceability and authorit y to transact business which shall survive for the duration of the applicable statutes of limitation.

     

    SECTION 10.02 Indemnifications

     

    (a)                                                                       TPTG Indemn i ty Obligations. TPTG shall indemnify Sellers against and save and hold Sellers and their heirs , estates, legatees, devisees , legal and personal representatives , successors and assigns (collectively the "HRS Indemnified Parties") forever harmless from any and all accounts , actions, assessments , causes of action, claims , contracts, controversies , costs , covenants , damages , debts , demands, disbursements , expenses, interest , liabilities , losses, judgments , penalties , promises and suits whatsoever (including without limitation punitive and consequential damages) , including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of , preparation for , or defense of , any pending or threatened claim , action or proceeding , whether or not resulting in any liability and whether or not such Indemnified Party is a party , which fees and expenses shall be paid or reimbursed by TPTG as they are incurred by the Indemnified Party) , imposed upon , incurred or sustained by, or asserted against an Indemnified Party , as a result of or arising out of or by virtue of:

     

    (i)                                                                         TPTG's operation of HRS and HRS Mobile or its use of the assets (including the licenses)

     

    (ii) Any breach of any representation or warranty made by TPTG to Sellers herein or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith; and

      

    (iii)                                                                   The failure of TPTG to comply with, or the breach by TPTG of, any of the covenants of this Agreement or in any agreement , document or instrument executed and delivered pursuant hereto or in connection herewith , to be performed by TPTG (including , without limitation, this Section 9.02(a).

     

    The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against , and TPTG shall satisfy , pay and discharge any and all of an Indemnified Part y 's above- described claims , demands , damages, costs , expenses , etc . under thi s indemnity within ten (10 days of th e sending of said notice. In the event that the matter indemnified hereunder in v olves a n actio n a t la w or i n equit y agains t a n Indemnified Part y by a Y d part y , or an y typ e of quasi- judicial, administrative or other type of proceeding against an Indemnifi e d Party by a 3 r d party , the Indemnified Party shall promptly give TPTG written notice of said matter. TPTG may and , upon the Indemnified Party's request, shall at TPTG's expense, resist and defend such matter by counsel selected by TPTG and reasonably

    20  
     

    approved by the Indemnified Party. The appearance of an Indemnified Party in any such defense shall not constitute a waiver of its right to require TPTG to fulfill its obligations under this indemnity. An Indemnified Party shall pro v ide such information and cooperation as TPTG shall reasonably request, and TPTG shall satisfy , pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions.

     

    (b)                                                                     HRS Indemnity Obligations . HRS Members shall defend and indemnify TPTG , its officer s, directors, Members , employ e es , agents , representati v es , successors and as s igns (collectively, the "TPTG Indemnified Parties") , and save and hold the Indemnified Parties forever harmless from and against any and all accounts , actions , assessments, causes of action, claims , contracts , controversies , costs , c ovenants , damages, debts , d e mand s, disburs e ments , expenses , interest , liabilities, losses, judgments , penalties, promises and suits whatsoever (including without limitation punitive and consequential damages) , including all reasonable attorneys' fees and expenses of counsel , and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for , or defense of, any pending or threatened claim , action or proceeding , whether or not resulting in any liability and whether or not such Indemnified Party is a party , which fees and expenses shall be paid or reimbur s ed by HRS Members as they are incurred by the Indemnified Part y ) , imposed upon , incurred or s ustained by , or asserted against TPTG, and/or its officers , director s, Members , employees, agents , successors or assigns , as a result of or arising out of or by virtue of:

     

    (i)                                                                      The operation of HRS or use of its assets prior to the Closing Date;

     

    (ii)                                                                    Any breach of any representation or warranty made by HRS to TPTG herein or in any agreement , document , or instrument executed and delivered pursuant hereto or in conn e ction herewith;

     

    (iii) The failure of HRS to comply with , or the breach by HRS of , any of t he co v en a nts and agreements set forth in thi s Agreement or in an y agreement, document or ins t rument
    21  
     

     

     

    executed and delivered pursuant hereto or in connection herewith, to be performed by HRS (including , without limitation, this Section 10 . 02(b)).

     

    TPTG shall give HRS Members written notice of any matter hereby indemnified against , and HRS Members shall satisfy , pay and discharge any and all of TPTG's above-described claims, demands, damages , costs , expenses, etc. under th i s indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against TPTG by a 3 rd patty , or any type of quasi - judicial , administrative or other type of proceeding against TPTG by a 3 rd party, TPTG shall promptly give HRS Members written notice of said matter. HRS Members may and , upon TPTG's request , shall at HRS

    Member's expense , resist and defend such matter by counsel selected by HRS Members and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to require HRS Members to fulfill their obligations under this indemnity. TPTG shall provide such information and cooperation as HRS Members shall reasonably request, and HRS Members shall jointly and severally satisfy , pay and discharge any and all judgments and fines that may be recovered against TPTG in any such action or actions.

     

    (c)                                                                          HRS Mobile Indemnity Obligations. HRS Mobile Members shall defend and indemnify TPTG , its officers, directors, Members, employees , agents, representatives , successors and assigns (collec t ively , the "TPTG Indemnified Parties") , and save and hold the Indemnified Parties forever harmless from and against any and all accounts, actions, assessments, causes of action, claims , contracts , controversies , costs , covenants , damages, debts , demands, disbursements , expenses, interest , liabilities , losses , judgments, penalties , promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel , and other reasonable expenses incurred by an Indemnified Party in connection with the inves t igation of , preparation for , or defense of, any pending or threatened claim, action or proceeding , whether or not resu l ting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by Sellers as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by , or asserted against TPTG, and/or its officers , directors , Members, employees , agents, successors or assigns , as a result of or arising out of or by virtue of:

     

    (i)                                                                           The operation of HRS Mobile or use of its assets prior to the Closing Date;

     

    (ii)                                                                         Any breach of any representation or warranty made by HRS Mobile to TPTG herein or in any agreement , document , or instrument executed and delivered pursuant hereto or in connection herewith;

    (iii)                                                                       The failure of HRS Mobile to comply with , or the breach by HRS Mobile of , any of the covenants and agreements set forth in this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by HRS Mobile (including , without limitation, this Section10.02(c)) .

     

    TPTG shall give HRS Mobile Members written notice of any matter hereby indemnified agains t, and HRS Mobile Members shall satisfy, pay and discharge any and all of TPTG's above - described claims , demands , damages , costs , expenses, etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves

     

    22  
     

     

     

    an action at law or in equity against TPTG by a 3 rd party, or any type of quasi-judicial, administrative or other type of proceeding against TPTG by a 3 rd party, TPTG shall promptly give HRS Mobile Members written notice of said matter. HRS Mobile Members may and, upon TPTG's request , shall at HRS Mobile Members' expense, resist and defend such matter by counsel selected by HRS Mobile Members and reasonably approved by TPTG. The appearance of TPTG in any such defense s hall not constitute a wai v er of it s right to require HRS Mobile Members to fulfill their obligations under this indemnity. TPTG shall provide such information and cooperation as HRS Mobile Members shall reasonably request , and HRS Mobile Members shall jointl y and severally satisfy , pay and discharge any and all judgments and fines that may be recovered against TPTG in any such action or actions.

     

    (d)                                                                          The indemnity obligation of each of the HRS Members and HRS Mobile Members , individually , shall be capped at the amount of cash consideration provided to each Member by TPTG pursuant to Section 1.0l(c) and as specified in Exhibit 1.02(c) , shall be allocated on a pro rata basis , shall only be triggered if the aggregate amount claimed exceeds Twenty Five Thousand Dollars ($25,000) in which case only the excess shall be indemnified, and shall exclude claims resulting from the negligent , willful or wrongful conduct of the TPTG Indemnified Parties. The foregoing indemnity obligations set forth the exclusive rights and remedies of the TPTG Indemnified Parties and the exclusive obligations of the HRS Members and the HRS Mobile Members, individually and collectively , with respect to any claims , matters of indemnification, or other matters arising out of or related to this Agreement regardless of any otherwise applicable cumulative remedies provisions .

     

    SECTION 10.03 HRS and HRS Mobile As Division of TPTG

     

    HRS and HRS Mobile shall be operated as a separate divi s ion of TPTG for a minimum of two years after the Closing.

     

     

     

    23  
     

     

    ARTICLE XI

    MISCELLANEOUS

     

    SECTION 11.01 Notices

     

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

     

    if to TPTG to:

     

    TPT Global Tech , Inc.

    501 W. Broadway Suite 800

    San Diego , CA 92101

     

     

    with a copy to:

    Michael Littman

    7609 Ralston Road

    Arvada , Colorado 80002

    Fax (303)431-1567

     

    if to Sellers to:

    HRS and HRS Mobile care of:

     

     

     

     

    24  
     

     

     

     

    Rolando Nichols

    2740 California St.

    Torrance Ca. 90503

     

    with a copy to:

    Law Office of James J. Hevener , PC

    3520 Coolheights Drive

    Rancho Palos Verdes , CA 90275

    jjh @ hevenerlaw . com

     

    Notices shall be served personally , by overnight express mail service by a nationally recognized courier , or by first-class, certified mail , return receipt requested, postage pre-paid. If sent personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service, notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class , certified mail, return receipt requested , notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt , a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice - receipt is returned stating that the same was undeliverable at such address. Any party may gi v e notification to the other party in any manner described above for change of address for the sending of notices.

     

    SECTION 11.02 Amendment; Waiver

    This Agreement may be amended, modified or supplemented , and waivers or consents to departures from the provisions hereof may be given , provided that the same are in writing and signed by or on behalf of all of the parties hereto.

     

    SECTION 11.03 Successors and Assigns

     

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal representatives, successors and assigns ; provided , that no party shall assign, delegate , or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

     

    SECTION I 1.04 Governing Law

    This Agreement shall be construed in accordance with and governed by the law of the State of California without regard to principles of conflict of laws.

     

    SECTION 11.05

     

    [reserved]

     

    SECTION 11.06 Consent to Jurisdiction

     

    (a)                                                            Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the County of Los Angeles, State of California or any federal court sitting in the County

    of Los Angeles, State of California for purposes of any suit , action, or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to

    25  
     

     

      

    commence any action, suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any process, summons , notice or document pursuant to the laws of the State of California and on the parties designated in Section 11.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

     

    (b)                                                                     Except for matters where either party seeks provisional/injunctive relief, neither party will seek a judicial resolution of a dispute between them without first requesting in writing a meeting with the other party , and shall provide a minimum of one week notice for the meeting to take place.

     

    SECTION 11.07 Counterparts; Effectiveness

     

    (a)                                                                      This Agreement may be signed and transmitted by facsimile machine or by electronic mail. The signature of any person on a facsimile / electronically transmitted copy hereof shall be considered an original signature , and a facsimile / electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document. At the request of any party hereto , any facsimile / electronic copy of this Agreement shall be re- executed in original form. No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

     

    (b)                                                                      The exchange of copies of this Agreement and of signature pages by facsimile transm1ss10n (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf") form , or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means , shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

     

    (c)                                                                       This Agreement may be signed in any number of counterparts , each of which shall be an original , with the same effect as if the signatures thereto and hereto were upon the same instrument.

     

    SECTION 11 . 08 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership

     

    Except as expressly provided herein, this Agreement (including the Exhibits, documents , and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein , this Agreement is not intended to confer upon any person , other than the parties hereto, any rights or remedies hereunder. The parties hereby acknowledge that TPTG shall not be deemed to have acquired the Purchased Interests until Closing of the transactions described herein.

    26  
     

     

     

     

    SECTION 11.09 Headings

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     

    SECTION 11.10 No Strict Construction

     

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     

    SECTION 11.11 Severability

     

    If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

     

    SECTION 11 . 12 Attorneys Fees

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys' fees from the non - prevailing party .

     

    SECTION 11.13 Confidentiality

     

    Each party to this Agreement will hold, and will cause its respective directors, officers , employees, agents, consultants, and advisors to hold , in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior w1itten notice of such permitted disclosure), all nonpublic records , books , contracts, instruments, computer data and other data and information (collectively , " Confidential Information") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non - confidential basis, (b) in the public domain without disclosure by such party in breach of this Agreement, or

    (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys , financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and , to the extent permitted above, to bank regulatory authorities.

    27  
     

     

      

    Seller and Purchaser agree that any breach of the prohibition against the disclosure of Confidential Information will cause irreparable injury and that any remedy at law for the breach will be inadequate . Therefore , the parties agree that in the event of any breach of this provision , the other party shall be entitled to obtain preliminary and permanent injunctive relief without having to prove that actual damages resulted from the breach. This injunctive relief is in addition to all other legal and equitable remedies to which such party may be entitled.

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]

    28  
     

     

     

    IN WITNESS WHEREOF, the parties hereto have caused this Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.

     

    TPT GLOBAL TECH, INC.

    A FLORIDA CORPORATION

     

    By: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President and CEO 

     

     

    Hollywood Riviera Studios LLC

    A California Limited Liability Company

     

    By: /s/ Rolando Nichols

    Name: Rolando Nichols

    Title: Managing Member

     

    HRS Mobile LLC

    A California Limited Liability Company

     

     

    By: /s/ Rolando Nichols

    Name: Rolando Nichols

    Title: Manager of Managing Member

     

    29  
     

     

     

     

      

    SCHEDULE OF EXHIBITS & SCHEDULES

     

     

    Ex hibit Document
       
    A HRS and HRS Mobile Members
       
    1.02 (a) Persons Receiving Common Shares
    1.02 (b) Allocation of Cash Consideration to be Paid by TPTG
    8.03 (k) Terms of Nichols Employment Agreement

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    30  
     

     

     

      

     

    Exhibit A

     

    HRS and HRS Mobile Members

     

     

     

     

    Hollywood Riviera Studios LLC

     

    Rolando Nichols - 63.50%

    Investors - 36.50%

     

    100%

     

     

    There is no other capital ownership of Hollywood Riviera Studios

     

     

     

     

     

    HRS Mobile LLC

     

    Hollywood Riviera Studios LLC - 42.0%

    L2 Companies Inc. - 39.0%

    Don Carruth as Trustee of

    The Don Russell Carruth Trust - 19.0%

     

    100.0%

     

     

    There is no other capital ownership of HRS Mobile LLC

    31  
     

     

     

     

     

     

     

     

    Exhibit 1.02(a)

     

    Persons Receiving Common Stock of TPTG

     

    Members Total Stock Mailing Address

     

    Rolando N i chols

     

    1,729,224

     

    21609 Marjorie Ave., Torrance, CA 90503

    Ofe l ia de la Torre 197,480 4716 W. 149th St. L awndal e , CA 90260
    Maria Dolores Nicho l s 151,907 4326 Flagship Ct. Las Vegas, NV 89121
    Ramses Acosta 151,907 Ave Othon A l amada 242, COL Balderrama, Hermosillo, Sonora MX
    Miguel Medina 151,90 7 2403 Ma r shalfield LN, Redondo Beach, CA 90278
    Kar l o and Fayad Palos 151,907 7019 3/4 W. Manchester Ave. Apt A, L os Angeles, CA 90045
    Louie Saenz 75,954 8937 Fleetwing Ave. Los Angeles, CA 90045
    Erik Verduzco 75,954 P.O. Box 16376, Long Beach, CA 90806
    Gabriela Barbarena 75,954 6001 Friends Ave. Whitt i er , CA 90601
    Paul Julien 75,954 15243 N. 11th. St r eet. Phoenix  Az . 85022
    Jaime Hernandez 100,000 565 E. Arrow Hwy . Pomona Ca. 91767
    Sue Berry 50,000 2633 Lincoln Blvd. #430 Santa Mon i ca Ca. 90405
    Chad Eumura 50,000 15515 Manhattan Place. Gardena Ca . 90249

    Don Russell Carruth

    Trust

     

    77,968

     

    11362 Kelly Lane, Los Alamitos, CA 90720

    L2 Companies 148,884 2780 Skypark Drive, Suite 410, Torrance, 90505

     

    Total:

    3,265,000  
    32  
     

     

     

     

     

    Exhibit 1.02(b)

     

    Allocation of Cash Consideration

     

     

    Hollywood Riviera Studios LLC

     

    SBA Loan

     

    C ash Consideration to Members

    Other Debt

     

     

    Studio Total $1 , 965,000

     

     

    HRS Mobile LLC

     

    SBA Loan

     

    Cash Consideration to Members

    Cargo Truck

    Other Debt

     

    HRS Mobile Total $1 , 360 , 000

     

     

    GRAND TOTAL $3,250,000**

     

    (THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS)

     

     

     

    ** Final allocation to be made by Sellers based on loan balances etc. at Closing .

    33  
     

     

     

     

     

     

     

     

    Exhibit 8.03(k)

     

    Terms of Nichols Employment Agr e ement

     

    Nichols Employment -- 2 year guaranteed employment contract as Manager (or equivalent title ) of HRS and HRS Mobile with a base salary of $200 , 000 for year 1 and $220,000 for year 2, plu s bonuses based on performance. Standard benefits apply , including retirement, insurance , paid vacation, and severance. Travel and other expenses will be reimbursed. Nichols will operate HRS and HRS Mobile a s a separate division of TPTG , and will have primary authority and responsibility for the operational budget and employment matters including retention of key individuals after the C losing, subject to the r e asonable approval of the CEO and Board of TPTG.

     

    EXHIBIT 10.14

     

     

     

     

    ACQUISITION AND PURCHASE AGREEMENT DATED AS OF

    NOVEMBER 3 2017 BY AND BETWEEN

     

    TPT GLOBAL TECH, INC. AND

    BLUE COLLAR PRODUCTIONS, INC. AND ITS

    SHAREHOLDERS

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    1  
     

    ACQUISITION AND PURCHASE AGREEMENT

     

    This AGREEMENT , dated as of November 3 , 2017 (the "Agreement"), is by and between TPT Global Tech, Inc., a Florida Corporation, ("TPTG"), as it's shareholders of TPT Global Tech Inc. and Blue Collar Productions , Inc. , a California Corporation ("Seller") , together referred to as ("Parties").

     

    WHEREAS, the Board of Directors of TPTG and the shareholders of Seller have each approved the acquisition of all of the assets of Seller by TPTG (the "Acquisition") ;

     

    WHEREAS, those persons listed on Exhibit A are the shareholders of Seller of the common and preferred stock of Seller; and

     

    WHEREAS , this Agreement is intended to set forth the terms upon which all of the assets of Seller will be acquired by TPTG from Seller .

     

    NOW, THEREFORE , in consideration of the foregoing and to document the respective intentions, representations, warranties , covenants and agreements by and between the undersigned , and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged , and intending to be legally bound hereby , the parties do hereby agree as follows:

     

    ARTICLE I

    THE CONSIDERATION

     

    SECTION I.0I Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Seller is as follows: In consideration for all assets of Seller. as specifically listed and identified on Exhibit B, collectively,

     

    a) The Purchaser shall issue to Seller 6,500,000 shares of restricted Common Stock of TPTG with the rights and privileges equal to the common stock of TPTG;

     

    b) Seller will receive a promissory note in the amount of one million six hundred thousand dollars ($1,600,000). Said promissory note must be fully funded by a cash deposit into a bank account as prescribed by Seller within eighteen (18) months of signing this agreement. In addition , TPTG agrees that the use of proceeds from any public offering after the current Form S-1 filing, which is intended to be in the next twelve months , will include the payoff of the promissory note.

     

    c) Seller will be entitled to a reversion of 100% of the ownership of Blue Collar Productions if after twelve (12) months of signature of this document TPTG declares bankruptcy; or the TPTG stock has not become fully eligible to be traded on a listed US stock market. In the event of a reversion, Seller shall take possession of 100% of the stock ownership of Blue Collar Productions at no cost.

     

     

     

     

     

    2  
     

     

    SECTION 1.02

     

    Effective Date of the Acquisition

    The Acquisition shall become effective upon the delivery of the bills of sale, assignments of patents, trademarks, source code, and technology, if any, to TPTG simultaneously with the delivery of the consideration and fulfillment of all of the terms specified in paragraphs 1.01(a), (b) and (c) by TPTG to Seller, including specifically once the promissory note is fully funded by a cash deposit into a bank account as prescribed by Seller. Failure to fulfill any of the terms specified in paragraphs 1.01(a), (b) and (c) by TPTG within twelve months (12 months) of signature of this document is grounds for termination. For clarity, Seller has right to terminate without penalty if any of terms of paragraphs 1.01(a), (b) and (c) are not met twelve months (12 months) after signing.

     

     

    ARTICLE II

    TITLE AND LICENSING MATTERS

     

    SECTION 2 . 01 Title

     

    Seller warrants and represents that when delivered hereunder, the Purchased Shares will be free and clear of all liens and encumbrances whatsoever, and the assets of Seller shall be free and clear of all liens.

    SECTION 2.02 Licensing Matters

    (a)               Seller shall maintain: (i) all Licenses issued and administered by any regulatory authority, as applicable.

     

    (b)               On the Closing Date, all licensing shall be in good standing, and, to Seller's knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of Seller after Closing.

     

    ARTICLE III

    CLOSING

     

    SECTION 3.01 Closing

     

    Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the "Closing") shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extended hereunder, at the offices of Seller, located at 1041 North Formosa Avenue, Los Angeles, CA 90046 at such time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date") at which time the Purchased Shares and the consideration identified in Section 1.01 shall be delivered. Upon payment in cash to Seller of the consideration set forth in Section 1.01 above, Seller and TPTG shall mutually agree upon the terms for Seller to cause all officers and directors of Seller to

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    resign their positions with Seller, at which time TPTG shall elect new directors, who shall thereafter appoint new officers of Seller.

    ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TPTG

     

    Except as set forth in the applicable section of any disclosure schedule delivered by "TPTG" to Seller prior to the execution of this Agreement (the "TPTG" Disclosure Schedule"), TPTG represents and warrants to Seller as follows:

     

    SECTION 4 . 01 Organization of TPTG; Authority

    TPTG is an entity duly organized, validly existing, and in good standing under the laws of the State of Florida. TPTG has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"), to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties, and to conduct its business. The execution, delivery, and performance by TPTG of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including, without limitation, the approval of the board of directors of TPTG. The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of TPTG, enforceable against TPTG in accordance with their terms. TPTG has heretofore delivered or made available to Seller complete and correct copies of the certificate of incorporation and by-laws of TPTG , as in effect as of the date of this Agreement, and TPTG is not in violation of its organizational documents.

     

    SECTION 4.02 No Violation ; Consents and Approvals

    The execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and TPTG's compliance and performance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets of TPTG, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets of TPTG may be bound. No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery of this Agreement or the consummation by TPTG of the transactions contemplated hereby.

     

    SECTION 4.03 Litigation; Compliance with Laws

     

    (a)                There are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of TPTG, threatened against, relating to or affecting TPTG, its business or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation of its business after Closing. TPTG is not in default under any order, license, regulation or demand of any federal, state, or local court or other

    4  
     

    governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

    (b)               TPTG has complied with , and is in compliance in all material respects with , all federal , state, and local statutes , laws , regulations , ordinances , rules, judgments , orders or decrees applicable to TPTG , the operation of its business , and its assets (individually , a "Law" and collectively , "Laws"). TPTG has received no notice from any federal, state, or local court , agency , organization , or political subdivision (each , a "Governmental Entity") or other person of an y violation of any Law. TPTG has obtained and holds all required permits , licenses , certificates of authority, orders , and approvals (collectively , "Licenses") of, and has made all filings , applications and registrations with , federal , state, local , or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business . All such Licenses are in full force and effect and current. To the knowledge of TPTG , no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License , and no proceeding is pending , or, to the knowledge of "TPTG" , threatened to re v oke or limit any such License.

     

    SECTIO N 4.04 Capitali z ation of TPTG; Common Stock

     

    (a)               As of date hereof, the authorized capital stock of TPTG consists of 1 , 000,000,000 shares of common stock, of which 136,953,904 shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly issued and are fully paid and nonassessable. As . of the date hereof a total of 1 , 000 , 000 Series A Preferred Shares are deemed issued and outstanding , and 2 , 588 , 693 Series B Preferred Shares are deemed issued and outstanding.

     

    (b)               If and when issued in accordance with the provisions hereof, all of the shares of common stock to be issued to Seller will be duly authorized and validly issued shares of TPTG , and will be fully paid and nonassessable. If and when issued to Seller in accordance with the provisions of the Note , none of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws. At all times while any principal balance of the Note is unpaid , TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Note.

     

    SECTION 4.05 N o Brokers or Finder s

     

    Neither TPTG nor any of its officers , directors, employees , or agents has employed an y broker or finder or incurred any liability for any financial advisory fees , brokerage fees , consulting fees , commissions or finder's fees, and no broker or finder has acted directly or indirectly for TPTG , in connection with this Agreement or the transactions contemplated hereby , in each case, whose fees TPTG would be required to pay.

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    ARTICLE V

    REPRESENTATIONS AND WARRANTIES OF SELLER

     

    Except as set forth in the applicable section of the disclosure schedule, if any, delivered by Seller to TPTG prior to the Closing of this Agreement (the "Seller Disclosure Schedule") , Seller represents and warrants to TPTG as follows:

    SECTION 5 . 01 Organization of Seller ; Authority

    Seller is a corporation duly organized, validly existing , and in good standing under the laws of the State of California and has all requisite power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. Seller has full legal authority to own , operate , and conduct its business in California . The execution , delivery, and performance by Seller of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively, the "Transaction Documents") and the consummation of the transactions contemplated hereby shall have been duly authorized by all necessary corporate actions on the part of Seller. The Transaction Documents have been duly executed and delivered , and , assuming that the Transaction Documents constitute a valid and binding obligation of TPTG , they shall also constitute a valid and binding obligation of Seller enforceable against it in accordance with its terms , except as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations , of Seller, taken as a whole. Seller has herewith delivered or made available to TPTG complete and correct copies of the articles of incorporation in effect as of the date of this Agreement. Seller is not in violation of its organizational documents.

    SECTIO N 5 . 02 No Violation ; Consents and Approvals

    The execution and delivery by Seller of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the articles of incorporation or by-laws of Seller, or (b) any Laws applicable to Seller or the business of Seller.

    SECTION 5 . 03 Litigation ; Compliance with Laws

     

    (a)               There are: (i) no claims, actions, suits, investigations or proceedings pending or, to the knowledge of Seller, threatened against, relating to or affecting Seller , its business , its assets , or any employee , officer, director , stockholder, or independent contractor of Seller, and

    (ii) no orders of any Governmental Entity or arbitrator are outstanding against Seller, its business, its assets , or any employee, officer, director, stockholder, or independent contractor of

    6  
     

    Seller in Seller capacities as such, or that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby.

    (b)               Seller has complied and is in compliance in all material respects with all Laws applicable to Seller, its business or its assets. Seller has not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business or its assets.

    SECTION 5 . 04 Share Capital of Seller and Ownership Thereof

    The total issued and outstanding share capital of Seller consists of shares as shown on Exhibit A hereto, of which each person listed on such exhibit is the sole owner, free and clear of all liens and encumbrances whatsoever of the shares thereupon shown, and that such shareholders have unrestricted authority to sell and convey the Seller shares.

     

    SECTION 5.05 No Implied Warranties and Representations

    (a)               Excluding the representations set forth in (b) below, TPTG acknowledges that Sellers are not making any representations or warranties, written or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements, documents, or communications (including any projections or forecasts relating to the business of Seller) that may be made or provided, or have been made or provided, may be relied upon by TPTG, and no such statement, document, or communication shall be deemed to be a representation or warranty of Seller for any purpose.

    (b)               Sellers warrant and represent that, to the best of their knowledge and belief, the financial books, records, contracts, bank statements, and payroll records necessary to conduct an audit of 3 Form Media are true and accurate in all material respects. Sellers covenant and agree that they will execute such representation letters as the auditor may reasonably require to complete an audit of Seller by TPTG in accordance with PCAOB standards and SEC Rules and Regulations, after the closing for 3 Form Media to allow SEC financial statement compliance by TPTC .

     

    ARTICLE VI ADDITIONAL AGREEMENTS

     

    SECTION 6.01 Access to Information

     

    From the date hereof until the Closing Date or the earlier termination of this Agreement, each party shall give the other party and its respective counsel, accountants, representatives and agents such reasonable information related to this Agreement and performance hereunder. With respect to Seller, Seller shall provide to TPTG full access, upon reasonable notice and during normal business hours , to information on the business of Seller's assets. TPTG shall provide Seller with full access, upon reasonable notice and during normal business hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business, finances, and properties of such party and its subsidiaries and that Seller and his counsel, accountants, representatives and agents, may reasonably request. Any due diligence which TPTG or its agents and representatives desires to conduct at Seller's facility shall only be

    7  
     

    done at such times as TPTG and Seller may mutually agree. No investigation pursuant to this Section 6 . 01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations of the parties to consummate the Acquisition, it being understood that the investigation will be made for the purposes, among others, of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations and warranties of the other party; provided, however, that in the course of performing its investigations , if a party discovers information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. TPTG has expressed an understanding of the estimated financial status of Seller and has expressed that the outcome of the audit is not a material term of the sale, but rather the inclusion of Seller in the overall portfolio is of the utmost value. In the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have made

     

    SECTION 6.02 Legal Conditions to Transaction, · Reasonable Efforts

    The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction. The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

    SECTION 6.03 Certain Filings

    Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents, approvals, permits or authorizations required in connection with the transaction.

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    SECTION 6.04 Public Announcements and Filings

     

    Prior to any release, each party shall give the other a reasonable opportunity to comment upon, and, unless disclosure is required, in the opinion of counsel, by applicable Law, approve (which approval shall not be unreasonably withheld), all press releases or other public communications of any sort relating to this Agreement or the transactions contemplated hereby.

     

    SECTION 6.05 Tax Matters

     

    No representation is made with regard to the tax implications of the agreement for any entity or investor.

     

    SECTION 6 . 06 Supplements to Schedules

     

    Prior to the Closing, Seller will supplement or amend the Seller disclosure schedule with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule , if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 6.6 shall be deemed to cure any breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.

     

     

    SECTION 6.0 7 No Contact of Third Parties

     

    Neither TPTG, nor any of its officers, directors, employees, contractors, agents, representatives, or attorneys shall contact any supplier, vendor, customer, client, or employee of Seller without Seller's prior written consent and then, only to the extent and in the manner agreed to by Seller.

     

    ARTICLE VII

    CONDITIONS OF THE CLOSING

     

    SECTION 7.01 Conditions to Each Party's Obligation to Effect the Transaction

     

    The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, by mutual written consent, in whole or in part to the extent permitted by applicable Law. No Governmental Authority of competent jurisdiction shall have enacted, issued , promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

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    SECTION 7. 02 Additional Conditions of Obligations ofTPTG

    The obligation of TPTG to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by TPTG:

     

    (a)    Representations and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date , except as otherwise contemplated by this Agreement.

    (b)    Performance of Obligations of Shareholders. TPTG shall have performed in all material respects all conditions , covenants , agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date .

     

    (c)    No Material Adverse Change . From the date hereof through and including the Closing , no event shall have occurred which would have a Material Adverse Effect on the assets of TPTG. For purposes hereof , "Material Adverse Effect" means a change , effect , condition or circumstances that, in the reasonable judgment of Seller, is, or could reasonably be expected to be, material and adverse to the business, operations, assets, liabilities , financial condition , value , ability to deliver services , operating results , cash flow, net worth or customer or provider relations of TPTG, or otherwise materially adversely affecting the ability of TPTG to consummate the Transactions except for any such changes or effects resulting, directly or indirectly , from (i) the public announcement or , or performance of the Transactions (including any action or inaction by TPTG's customers , suppliers , employees or competitors) , (ii) changes in GAAP or any applicable Law, (iii) any attack on, or by , outbreak or escalation of hostilities or acts of terrorism involving , the United States , any declaration of war by Congress or any other national or international calamity, (iv) material adverse changes in general economic conditions or the financial or securities markets generally, or (v) any adverse change or effect that is cured by Shareholders and/or Seller prior to the Closing, but only to the extent any such change described in clauses (ii) through (iv) is not specifically related to or disproportionately impacts TPTG .

     

    (d)    Third Party Consents . TPTG shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby .

    (e)    Deliveries . At the Closing, TPTG shall have delivered to Seller true, correct and complete copies of resolutions duly and validly adopted by the Board of Directors of TPTG evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereb y and thereby , in each case , accompanied by a certificate of the Secretary of Seller , dated as of the Closing Date, stating that no amendments have been made thereto from the date thereof through the Closing Date.

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    (c) Deliveries. At the Closing, TPTG shall have delivered to Seller: (i) duly issued and authorized common shares to the persons in the denominations set forth in 1.0l(a) hereto, and (ii) the Convertible provisions for the Promissory Note, as specified in Exhibit 1.0l(b).

     

    SECTION 7.03 Additional Conditions of Obligations of Seller

     

    The obligation of Seller to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by "Seller" and "TPTG":

    (a)               Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

     

    (b)               Performance of Obligations of Seller. Seller shall have performed in all material respects all conditions, covenants , agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

     

    (f)              Seller's Indebtedness . All outstanding interest-bearing indebtedness of Seller shall have been fully paid once promissory note has been funded. Equipment leases are not included in this definition but are trade payables. The parties acknowledge and agree that any current liabilities or trade payables of Seller shall not be considered "interest-bearing indebtedness."

     

    (g)               The Purchased Shares. Shareholders shall assign and convey the Purchased Shares free and clear of all liens and encumbrances, at Closing.

     

    (h)               Due Diligence and financial information. Seller shall have provided all due diligence materials and such financial books and records as necessary to determine that a PCAOB audit under GAAP and SEC Rules for the preceding two (2) years can be completed for Seller as requested by TPTG, the outcome of which will have no bearing on the acquisition, but will be for the purposes of accuracy only.

     

     

    SECTION 8 . 01 Termination

    ARTICLE VIII

    TERMINATION

     

    This Agreement may be terminated, at any time, by TPTG or Seller, as set forth below:

     

    (a)               by mutual consent of the board of directors of TPTG and Seller; or

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    (b)              by TPTG upon written notice to Seller, if any condition to the obligation of TPTG to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the "End Date") (unless such failure is the result of TPTG's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder) at which time all shares and assets of Seller return to seller at no cost or burden to seller; or

    (c)               by Seller upon written notice to TPTG, for any reason , at any time before the promissory note in 1.01 (b) has been fully funded by a cash deposit into Seller's prescribed bank account; or

    (d)              if any condition to the obligation of Seller to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result of Seller or Seller's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of her duties and obligations hereunder); or

     

    (e)              by TPTG or by Seller if the board of directors or special committee of TPTG or Seller acting with authority granted by said company's bylaws or board of directors determines, in good faith, based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG or Seller board of directors or special committee to the TPTG stockholders or Seller stockholder under applicable Law; or

     

    (f)            by TPTG or Seller, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree, or injunction or taken any other action restraining , enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree , injunction or other action shall have become final and non-appealable.

     

    SECTION 8 . 02 Effects of Termination

     

    In the event of any termination of this Agreement as provided in Section 8.01 of this Agreement , this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

     

    SECTION 8.03 Fees, Costs and Expenses

     

    Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and shall be paid by the party incurring such cost and expense. Seller shall retain all issued stock in its possession and all assets and ownership of Blue Collar Productions , Inc. shall revert to Seller at no cost to Seller.

    ARTICLE IX

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; POST-CLOSING CONDITIONS AND COVENANTS

     

    SECTION 9 . 01 Survival of Representations and Warranties

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    None of the covenants , agreements, obligations , representations and warranties of the parties set forth in this Agreement shall survive the Closing.

     

    SECTION 9 . 02 Indemnifications

    (a)               TPTG shall indemnify Seller against and save and hold Seller and Shareholders of Seller and their heirs , estates , legatees , devisees , legal and personal representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless from any and all accounts , actions , assessments, causes of action, claims, contracts, controversies , costs, covenants, damages , debts , demands , disbursements, expenses, interest , liabilities , losses , judgments , penalties, promises and suits whatsoe v er (including without limitation punitive and consequential damages) , including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of , preparation for , or defense of, any pending or threatened claim , action or proceeding , whether or not resulting in any liability and whether or not such Indemnified Party is a party , which fees and expenses shall be paid or reimbursed by TPTG as they are incurred b y the Indemnified Party) , imposed upon , incurred or sustained by , or asserted against an Indemnified Party , as a result of or arising out of or by virtue of:

     

    (i) TPTG's operation of Seller or its use of the assets (including the licenses) of Seller after the Closing Date;

    (ii)              Any breach of any representation or warranty made by TPTG to Seller herein or in any agreement , document , or instrument executed and delivered pursuant hereto or in connection herewith; and

     

    (iii) The failure of TPTG to comply with , or the breach by TPTG of, any of the covenants of this Agreement or in any agreement , document or instrument executed and delivered pursuant hereto or in connection herewith , to be performed by TPTG (including, without limitation , this Section 9.02(a).

    The Indemnified Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy , pay and discharge any and all of an Indemnified Party's above- described claims , demands , damages , costs, expenses , etc. under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against an Indemnified Party by a 3rd party, or any type of quasi- judicial, administrative or other type of proceeding against an Indemnified Party by a 3rd party, the Indemnified Party shall give TPTG written notice of said matter within ten (10) days of disco v ery thereof. TPTG may and , upon the Indemnified Party's request , shall at TPTG's expense , resist and defend such matter by counsel selected by TPTG and reasonably approved by the Indemnified Party. The appearance of an Indemnified Party in any such defense shall not constitute a waiver of its right to require TPTG to fulfill its obligations under this indemnity. An Indemnified Party shall provide such information and cooperation as TPTG shall reasonably request, and TPTG shall satisfy , pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions.

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    ARTICLE X MISCELLANEOUS

     

    SECTION 10.01 Notices

    Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

    if to TPTG to:

    TPT Global Tech, Inc.

    501 W Broadway Suite 800 San Diego CA 92101

    619-402 4200

     

     

    with a copy to:

     

    Michael Littman

    7609 Ralston Road

    Arvada, Colorado 80002

    Fax (303) 431-1567

     

    if to Seller to:

     

     

     

     

    with a copy to:

    Mark Rowen

    Blue Collar Productions, Inc.

    1041 North Formosa Avenue

    Los Angeles, CA 90046

     

    Anne Jordan

    anne @, j ordanla wgroup.com

     

    Notices shall be served personally, by email, overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid. If sent personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service, notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

     

    SECTION 10.02 Amendment; Waiver

     

    This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

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    SECTION 10.03 Successors and Assigns

    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates , legal and personal representatives, successors and assigns; provided, that no party shall assign , delegate, or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto .

     

    SECTION 10 . 04 Governing Law

     

    This Agreement shall be construed in accordance with and governed by the law of the State of California without regard to principles of conflict of laws .

     

    SECTION 10 . 05 Mediation I Arbitration

    (a)    In the event that a dispute should arise under this Agreement , the dispute shall be submitted to mediation under the Uniform Mediation Act Upon written notice by one party to the other of a dispute for mediation , seven (7) days shall be provided for the answer , including an indication of the answering party's willingness to move forward with mediation. In the e v ent said answering party is NOT willing to mediate the identified dispute , the matter shall be moved forward to arbitration as set forth below . All costs of mediation shall be equally borne by the parties hereto.

     

    (b)    In the event that one or both parties determine that Mediation of an identified dispute is unacceptable , the dispute shall be settled by binding arbitration conducted in Los Angeles, California in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association , modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator. The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's arbitrator within fourteen (14) days after receipt of the initial notice of arbitration. The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow , and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing. Any decision rendered in any arbitration shall be accepted by the parties as final and binding , and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1 , et seq. A ny judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have no authority to make any ruling , finding or award that does not conform to applicable law. The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

    SECTIO N 10 . 06 Cons e nt to Juri s diction

     

    E ach of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of California or any federal court sitting in California for purposes of any suit , action , or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto exc e pt in such courts) . Each of the parties agrees that service of any process ,

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    summons, notice or document pursuant to the laws of the State of California and on the parties designated in Section 10.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

     

    SECTION 10.07 Counterparts; Effectiveness

     

    (a)               This Agreement may be signed and transmitted by facsimile machine or by electronic mail. The signature of any person on a facsimile/electronically transmitted copy hereof shall be considered an original signature, and a facsimile/electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile / electronic copy of this Agreement shall be re- executed in original form. No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

     

    (b)               The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf') form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

     

    (c)               This Agreement may be signed in any number of counterparts, each of which shall be an original , with the same effect as if the signatures thereto and hereto were upon the same instrument.

     

    SECTION 10.08 Entire Agreement; No Third Party Beneficiaries,· Rights of Ownership

     

    Except as expressly provided herein, this Agreement (including the Exhibits, documents, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as expressly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder. The parties hereby acknowledge that TPTG shall not be deemed to have acquired the Purchased Shares until Closing of the transactions described herein.

     

    SECTION 10 . 09 Headings

     

    The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

     

    SECITON 10.10 No Strict Construction

     

    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any

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    provision of this Agreement , this Agreement shall be construed as if drafted jointly by the parties thereto , and no presumption or burden of proof shall arise favoring or disfavoring any party by v irtue of the authorship of any of the provisions of this Agreement.

     

    S ECTION 10 . 11 Sev e rability

    If any term or other provision of this Agreement is invalid , illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

     

    SECTIO N 10 . 1 2 Attorneys Fee s

    In the event it becomes necessary for any party to employ legal counsel or to bring an action at law , in equity or other proceedings to enforce any of the terms of this Agreement , the prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorne y s' fees from the non-prevailing party.

     

    SECTIO N 10 . 13 Confidentiality

    Each party to this Agreement will hold , and will cause its respective directors , officers , emplo y ees , agents , consultants , and ad v isors to hold , in strict confidence, unless , based on the advice of outside counsel , disclosure to a Governmental Entity is necessary or appropriate in connection with an y necessary regulatory approval, or request for information or similar process , or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable , pro v ide the other party with prior written notice of such permitted disclosure) , all nonpublic records, books , contracts , instruments , computer data and other data and information ( collecti v ely , " Confidential Information ") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-confidential basis , (b) in the public domain without disclosure by such party in breach of this Agreement , or (c) later lawfully acquired from other sources b y the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person , except its auditors , attorneys , financial advisors , other consultants , and advisors with the express understanding that such parties will maintain the confidentiality of the Information and , to the extent permitted above, to bank regulatory authorities.

     

    SECTIO N 10.14 Arbitration

     

    Any dispute arising under this Agreement ("Arbitrable Dispute") shall be referred to and resolved by binding arbitration in San Diego, California , to be administered b y and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given , within the time period allowed by the applicable statute of limit ations , b y one party ("Claimant") giving written notice to the other party ("Respondent") and to the California Regional O f fice of the American Arbitration Association ("AAA"), that the

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    Claimant elects to refer the Arbitrable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (10) years experience in the telecommunications industry, and must have a formal financial/accounting, engineering or legal education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the arbitral award shall be made as promptly as possible. The interpretation, construction and effect of this Agreement shall be governed by the Laws of California, and to the maximum extent allowed by law, in all arbitration proceedings the Laws of California shall be applied, without regard to any conflicts of laws principles. All statutes of limitation and of repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority to grant or award indirect or consequential damages , punitive damages or exemplary damages.

     

     

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

    SIGNATURE PAGE IMMEDIATELY FOLLOWS]

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    IN WITNESS WHEREOF , the parties hereto have caused this Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.

     

    TPT GLOBAL TECH, INC.

    A FLORIDA CORPORATION

     

    By: /s/ Stephen J. Thomas III

    Name: Stephen J. Thomas III

    Title: President and CEO

     

    Blue Collar Productions, Inc.

    A CALIFORNIA CORPORATION

     

    By: /s/ Mark Rowen

    Name: Mark Rowen

    Title: President 

     

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    SCHEDULE OF EXHIBITS

     

     

     

    Exhibit Document
       
    A Shareholders of Seller
       
    B Assets of Seller

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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    EXHIBIT A

    Shareholders of Seller

     

     

    Mark Rowen - 100%

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    EXHIBIT B

    Assets Of Seller

     

    Editorial Equipment and Computers Tape Library Assets

    Office Furniture Monetary Assets

     

     

     

     

    EXHIBIT 21

     

    LIST OF SUBSIDIARIES

     

     

     

    Copperhead Digital Holdings, Inc. – an Arizona limited liability company

    Trucom, LLC – an Arizona limited liability company

    CityNet Arizona, LLC – a Delaware limited liability company

     

    San Diego Media, Inc. – a California corporation

     

    K Telecom and Wireless, LLC – a Washington limited liability company

     

    Blue Collar, Inc. – a California corporation

     

    Hollywood Riviera Studio, LLC – a California limited liability company

    HRS Mobile, LLC – a California limited liability company

    EXHIBIT 23.2

     

     

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

     

     

     
     

     

     

     

     

     

     

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

     

     

    We consent to the inclusion in this Registration Statement of TPT Global Tech, Inc. (the “Company”) on Form S-1 of our report dated August 25, 2017, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of TPT Global Tech, Inc. as of December 31, 2016 and 2015 and for the years then ended. We also consent to the reference of our Firm under the caption “Experts” in such Registration Statement.

     

     

     

    /s/ Sadler, Gibb & Associates, LLC

     

    Salt Lake City, UT

    December 15, 2017

     

    EXHIBIT 99.1

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    EXHIBIT 99.2