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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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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.



 


 


 


 


 




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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
2.01Title


 


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
2.02Licensing 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
3.01Closing


 


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 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
4.01Organization
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 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
4.02No 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




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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
4.04Capitalization
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 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
4.05No
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 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 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.


SECTION
5.02No
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
5.03Litigation;
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
5.04Share
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
5.05No 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 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
6.01Access 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, 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




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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
6.02Legal 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
6.03 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
6.04Public 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.


 


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, 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
6.07No
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, 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
7.02Additional
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 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.




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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
7.03Additional 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
8.01Termination


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
8.02Effects
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); 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 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
9.01Survival
of Representations and Warranties




    	12 



    	 



    

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 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
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 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 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.




    	13 



    	 



    

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@,jordanla
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.




    	14 



    	 



    

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 California without regard to principles
of conflict of laws.


 


SECTION
10.05Mediation
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 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 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. 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
10.06Consent
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 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,




    	15 



    	 



    

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
10.08Entire 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 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




    	16 



    	 



    

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 (collecti vely, "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
10.14Arbitration


 


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




    	17 



    	 



    

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]




    	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:
/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 


 




    	19 



    	 



    

SCHEDULE
OF EXHIBITS


 


 


 





	Exhibit	Document
	 	 
	A	Shareholders of Seller
	 	 
	B	Assets of Seller






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	20 



    	 



    

EXHIBIT
A


Shareholders
of Seller


 


 


Mark
Rowen - 100%




    	21 



    	 



    

EXHIBIT
B


Assets
Of Seller


 


Editorial
Equipment and Computers Tape Library Assets


Office
Furniture Monetary Assets