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




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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 1.01Consideration
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.



 







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SECTION 1.02Effective 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 2.01Title


 


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 2.02Licensing 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 3.01Closing


 


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
aton 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 4.01Organization 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 4.02No 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 4.03Litigation; 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 4.04Capitalization 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 4.05No 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 5.01Organization 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 5.02No 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 5.03Litigation; 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 5.04Not Used.


 


Not used.


 


SECTION 5.05No 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 6.01Access 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 6.02Legal 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 6.03Certain 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 6.04Public 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 6.05Tax Matters


 


No representation
is made with regard to the tax implications of the agreement for any entity or investor.


 


SECTION 6.06Supplements 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 6.07No 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 7.01Conditions 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 7.02Additional 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 7.03Additional 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 8.01Termination





 


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 8.02Effects 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 8.03Fees, 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 9.01Survival 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 9.02Indemnifications


 


(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 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)   
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 3rd party, or any type of quasi-judicial, administrative or other type
of proceeding against TPTG by a 3rd 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




    	13 



    	 



    

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 10.02Amendment; 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 10.03Successors 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 10.04Governing 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 10.05Mediation / 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 10.06Consent 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 10.07Counterparts; 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 10.08Entire
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.




    	17 



    	 



    

SECTION 10.14Arbitration


 


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 GLOBAL
TECH, INC.


A FLORIDA
CORPORATION


 


 


		By:	/s/ Stephen J. Thomas III

                                                                                Name: Stephen J. Thomas III

                                                                                Title: President and CEO







 


Matrixsites, Inc.


A
NEVADA C
CORP


 


 


		By:	/s/ Steve Caudle

                                                                                Name: Steve Caudle

                                                                                Title: President









    	19 



    	 



    

SCHEDULE OF EXHIBITS


 


 


ExhibitDocument


 


		A	Owners of Matrixsites, Inc. and the Assets



 


		B	Summary of the Assets Being Acquired