EXHIBIT 10.9


 


 


 


 


 


 


 


ACQUISITION
AND PURCHASE AGREEMENT


DATED
AS OF


SEPTEMBER
30, 2016


BY AND
BETWEEN


 


TPT GLOBAL TECH, INC.


 


AND


 


SAN DIEGO MEDIA INC. 


 


AND ITS


 


SHAREHOLDERS




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ACQUISITION AND PURCHASE AGREEMENT 


 


This AGREEMENT,
dated as of September 29, 2016 (the "Agreement"), is by and between TPT Global Tech, Inc. ("TPTG or Purchaser"),
a Florida Corporation and the shareholders of San Diego Media Inc. (“Shareholders”) and San Diego Media Inc., a California
Corporation(“SDM”), (Shareholders and SDM combined referred to as “Sellers").


WHEREAS, the Board of Directors
of TPTG and the Shareholders and the Board of Directors of SDM have each approved the acquisition of 100% of the outstanding common
stock of SDM (Purchased Shares) and all of the assets, liabilities, intellectual property, and technology of SDM by TPTG (the "Acquisition");


 


WHEREAS, those persons
listed on Exhibit A are the Shareholders of the Purchased Shares; and


WHEREAS, this Agreement
is intended to set forth the terms upon which the Purchased Shares and all of the assets, intellectual property, and technology
of SDM will be acquired by TPTG.


NOW, THEREFORE,
in consideration of the foregoing and to document the respective intentions, representations, warranties, covenants and agreements
by and between the undersigned, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
and intending to be legally bound hereby, the parties do hereby agree as follows:


ARTICLE I

THE CONSIDERATION


SECTION 1.01Consideration
for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Shareholders is as follows: In consideration
for the Purchased Shares as well as assets, liabilities, intellectual property, and technology of SDM as listed on Exhibit B,
collectively,


a)     
the Purchaser shall issue 750,0000 shares of restricted Series B Convertible Preferred Stock of TPTG with the Designation
of Rights and Privileges as set forth on Exhibit 1.01(a)-i, to those persons or entities in the amounts set forth on Exhibit 1.01(a)-ii,
to common at $1.00 per share.


b)     
The common shares received by Shareholders from the conversion of Series B Convertible Preferred Stock of TPTG will be included
in Purchaser’s intended Form S-1 or similar Registration Statement.


c)     
The common shares received by Shareholders upon conversion of the Series B Convertible Preferred Stock will be restricted
in proportion with other TPTG senior management.


d)     
The Purchaser will provide operational capital to SDM in the amount of $200,000 from a TPT capital raise expected to be
shortly after the Closing and an additional $250,000 within 120 days of providing the $200,000. Of the $200,000, $25,000 will




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be paid to SDM general management
as a bonus and the remainder will be used to pay off current liabilities (excluding accrued liabilities) of SDM and for general
working capital purposes.


e)     
TPTG shall provide to Brian and Karen Kent a convertible promissory note in the amount of $250,000 USD.


f)      
SDM benefit plan or program will remain in place after acquisition. 


SECTION 1.02Effective 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), and (b) by TPTG to Shareholders,
the delivery of the document described in 1.01(c), by TPTG, but accounted for as of September 30, 2016 for accounting purposes.


SECTION 1.03Continuing Operations


TPTG acknowledges
that all of SDM’s current operations, including, but not limited to, staffing, officing, and general management, shall remain
in place. Further, all ongoing management decisions will continue to be made by SDM’s general management, each of whom shall
receive an appropriate and reasonable Employment Agreement for a minimum of three (3) years. SDM going forward shall pay all current
liability and credit card balances in full within the appropriate billing period.


ARTICLE II


TITLE
and licensing MATTERS


SECTION 2.01Title


Shareholders warrant
and represent that when delivered hereunder, the Purchased Shares will be free and clear of all liens and encumbrances whatsoever,
and the assets of SDM shall be free and clear of all liens and encumbrances and the conveyance of the Purchased Shares will not
trigger a default or be an event of default as to any other business aspect or matter involving SDM.


 


SECTION 2.02Licensing
Matters


(a)       SDM
shall maintain: (i) all Licenses issued and administered by any regulatory authority ____________and covenants and agrees to maintain
such license.


 


(b)       On
the Closing Date, all licensing shall be in good standing, and, to SDM's knowledge, this transaction shall not jeopardize the licenses
of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations
and license of SDM after Closing.




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ARTICLE III


CLOSING


SECTION 3.01Closing


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 SDM, located
at 9820 Willow Creek Road, Suite 450 San Diego CA92131 on or before 10:00 a.m. local time on _________________, or at such other
time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing
Date") at which time the Purchased Shares and the consideration identified in Section 1.01 shall be delivered.


 


article
iv

REPRESENTATIONS AND WARRANTIES OF TPTG


Except as set forth
in the applicable section of any disclosure schedule delivered by "TPTG" to Shareholders prior to the execution of this
Agreement (the "TPTG" Disclosure Schedule"), TPTG represents and warrants to Shareholders as follows:


SECTION 4.01Organization
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
Shareholders complete and correct copies of the certificate of incorporation and by-laws of TPTG, as in effect as of the date of
this Agreement, and TPTG is not in violation of its organizational documents.


SECTION 4.02No 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)




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under, (a) the terms and conditions
or provisions of the certificate of incorporation or by-laws of TPTG (b) any Law applicable to TPTG or the property or assets of
TPTG, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon
any of the properties of TPTG under any contract to which TPTG is a party or by which TPTG or any assets of TPTG may be bound.
No governmental approval is required to be obtained or made by or with respect to TPTG in connection with the execution and delivery
of this Agreement or the consummation by TPTG of the transactions contemplated hereby.


SECTION 4.03Litigation; 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.


(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 approximately 136,000,000
shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly
issued and are fully paid and non-assessable. As of the date hereof a total of 100,000,000 preferred shares have been authorized
of which 1,000,000 preferred shares have been designated Series A Preferred Shares and is currently issued and outstanding, and
3,000,000 preferred shares have been designated as Series B Preferred Shares of which 2,588,693 are currently issued and outstanding.


(b)       If
and when issued in accordance with the provisions hereof, all of the underlying shares of common stock into which the Series B
Preferred Stock would be converted, will be duly authorized and validly issued shares of TPTG, and will be fully paid and non-assessable.
If and when issued to Shareholders in accordance with the provisions of the Convertible Promissory Note, none of the shares of
common stock will be issued in violation of the preemptive or




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preferential rights of any holder of
TPTG's capital stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities
or blue sky laws. At all times while any principal balance of the Convertible Promissory Note is unpaid, TPTG will have reserved
a sufficient number of shares of common stock for the purpose of issuance pursuant to the provisions of the Convertible Promissory
Note.


SECTION 4.05No
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.


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF Shareholders AND SDM


Except as set forth
in the applicable section of the disclosure schedule, if any, delivered by SDM to TPTG prior to the Closing of this Agreement (the
"SDM Disclosure Schedule"), SDM represents and warrants to TPTG as follows:


SECTION 5.01Organization
of SDM; Authority


SDM is a corporation
duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite power and
authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby
and thereby. SDM has full legal authority to own, operate, and conduct its business in California. The execution, delivery, and
performance by SDM of this Agreement and any agreement executed and delivered in connection with this Agreement (collectively,
the "Transaction Documents") and the consummation of the transactions contemplated hereby shall have been duly authorized
by all necessary corporate actions on the part of SDM. The Transaction Documents have been duly executed and delivered, and, assuming
that the Transaction Documents constitute a valid and binding obligation of TPTG, they shall also constitute a valid and binding
obligation of SDM enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization or moratorium or other similar laws or equitable principles affecting creditors' rights generally and subject to
general equitable principles which may limit the enforcement of certain remedies.. SDM is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the business is conducted except where the failure to obtain such qualification
would not have a material adverse effect on the business, operations, assets, financial condition, prospects or results of operations,
of SDM, taken as a whole. SDM has herewith delivered or made available to TPTG complete and correct copies of the articles of incorporation
in effect as of the date of this Agreement. SDM is not in violation of its organizational documents.


SECTION 5.02No Violation;
Consents and Approvals


The execution and
delivery by Shareholders and SDM of the Transaction Documents does not, and the consummation of the transactions contemplated hereby
and thereby and compliance




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with the terms hereof and thereof will
not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (a) the terms and conditions or provisions of the articles of incorporation or by-laws of SDM, or
(b) any Laws applicable to SDM or the business of SDM.


SECTION 5.03Litigation; Compliance
with Laws


(a)       There
are: (i) no claims, actions, suits, investigations or proceedings pending or, to the knowledge of SDM, threatened against, relating
to or affecting SDM, its business, its assets, or any employee, officer, director, stockholder, or independent contractor of SDM,
and (ii) no orders of any Governmental Entity or arbitrator are outstanding against SDM, its business, its assets, or any employee,
officer, director, stockholder, or independent contractor of SDM in SDM’ capacities as such, or that could prevent or enjoin,
or delay in any respect, consummation of the transactions contemplated hereby.


(b)       SDM
has complied and is in compliance in all material respects with all Laws applicable to SDM, its business or its assets. SDM has
not received notice from any Governmental Entity or other Person of any material violation of Law applicable to it, its business
or its assets.


SECTION 5.04Share
Capital of SDM and Ownership Thereof


The total issued
and outstanding share capital of SDM consists of shares as shown on Exhibit 5.04 hereto and identified as Purchased Shares, of
which each person listed on such exhibit is the sole owner, free and clear of all liens and encumbrances whatsoever of the Purchased
Shares thereupon shown, and that such shareholders have unrestricted authority to sell and convey the Purchased Shares.


SECTION 5.05No
Implied Warranties and Representations


(a)       Excluding
the representations set forth in (b) below, TPTG acknowledges that SDM is not making any representations or warranties, written
or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements,
documents, or communications (including any projections or forecasts relating to the business of SDM) that may be made or provided,
or have been made or provided, may be relied upon by TPTG, and no such statement, document, or communication shall be deemed to
be a representation or warranty of Shareholders or SDM for any purpose.


(b)       SDM
warrants and represents that, to the best of their knowledge and belief, the financial books, records, contracts, bank statements,
and payroll records necessary to conduct an audit of SDM are true and accurate in all material respects. SDM covenants and agrees
that they will execute such representation letters as the auditor may reasonably require to complete an audit of SDM by TPTG in
accordance with PCAOB standards and SEC Rules and Regulations, after the closing for San Diego Media Inc. to allow SEC financial
statement compliance by TPTC.




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ARTICLE
VI

ADDITIONAL AGREEMENTS


SECTION 6.01Access 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 SDM, Shareholders shall provide to TPTG full access, upon reasonable notice and during normal business hours, to information
on the business of SDM's assets. TPTG shall provide Shareholders with full access, upon reasonable notice and during normal business
hours, to information on the business of TPTG and all relevant documents, records and other information concerning the business,
finances, and properties of such party and its subsidiaries and that Shareholders and her counsel, accountants, representatives
and agents, may reasonably request. Any due diligence which TPTG or its agents and representative’s desires to conduct at
SDM's facility shall only be done at such times as TPTG and Shareholders may mutually agree. No investigation pursuant to this
Section 6.01 shall affect or be deemed to modify any of the representations or warranties hereunder or the condition to the obligations
of the parties to consummate the Acquisition, it being understood that the investigation will be made for the purposes, among others,
of the board of directors of each party determining in its good faith reasonable business judgment the accuracy of the representations
and warranties of the other party; provided, however, that in the course of performing its investigations, if a party discovers
information which renders a representation or warranty inaccurate, such party shall inform the other party of such discovery. In
the event of the termination of this Agreement, each party will return or destroy promptly every document furnished to it by or
on behalf of the other party in connection with the transactions contemplated hereby, whether so obtained before or after the execution
of this Agreement, and any copies thereof (except for copies of documents publicly available) which may have been made, and will
use reasonable efforts to cause its representatives and any representatives of financial institutions and investors and others
to whom such documents were furnished promptly to return or destroy such documents and any copies thereof any of them may have
made.


SECTION 6.02Legal 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




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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.


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,
Shareholders will supplement or amend the SDM disclosure schedule with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set forth or described in such disclosure schedule,
if any. No supplement to or amendment of the disclosure schedule made pursuant to this Section 6.06 shall be deemed to cure any
breach of any representation or warranty made in this Agreement unless the other parties hereto specifically agree thereto in writing.


SECTION 6.07No 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 SDM without SDM's prior written consent and then, only to the extent and in the manner agreed to by SDM.


 


ARTICLE
VII

CONDITIONS OF THE CLOSING


SECTION 7.01Conditions 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




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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 SDM set forth in this Agreement shall be true and correct in all material
respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of
the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.


(b)       Performance
of Obligations of Shareholders. Shareholders shall have performed in all material respects all conditions, covenants, agreements
and obligations required to be performed by her under this Agreement at or prior to the Closing Date.


(c)       No
Material Adverse Change. From the date hereof through and including the Closing, no event shall have occurred which would have
a Material Adverse Effect on the assets of SDM. For purposes hereof, "Material Adverse Effect" means a change, effect,
condition or circumstances that, in the reasonable judgment of TPTG, is, or could reasonably be expected to be, material and adverse
to the business, operations, assets, liabilities, financial condition, value, ability to deliver services, operating results, cash
flow, net worth or customer or provider relations of SDM, or otherwise materially adversely affecting the ability of Shareholders
or SDM to consummate the Transactions except for any such changes or effects resulting, directly or indirectly, from (i) the public
announcement or, or performance of the Transactions (including any action or inaction by SDM's customers, suppliers, employees
or competitors), (ii) changes in GAAP or any applicable Law, (iii) changes in the industry in which SDM operates, (iv) any attack
on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by Congress
or any other national or international calamity, (v) material adverse changes in general economic conditions or the financial or
securities markets generally, or (vi) any adverse change or effect that is cured by Shareholders and/or SDM prior to the Closing,
but only to the extent any such change described in clauses (ii) through (v) is not specifically related to or disproportionately
impacts SDM. SDM has notified the Purchaser of the loss of the client CRKT.


(d)       Third
Party Consents. Shareholders and SDM shall have obtained all consents and approvals, required to be obtained prior to or at
the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of
this Agreement and the consummation of the transaction contemplated hereby.


(e)       Deliveries.
At the Closing, SDM shall have delivered to TPTG true, correct and complete copies of resolutions duly and validly adopted by the
Board of Directors of SDM evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents
to which it is a party and the consummation of the transactions contemplated hereby




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and thereby, in each case, accompanied
by a certificate of the Secretary of SDM, dated as of the Closing Date, stating that no amendments have been made thereto from
the date thereof through the Closing Date.


(f)       SDM's
Indebtedness. All outstanding interest-bearing indebtedness of SDM, if any, shall be paid from proceeds received herein. Equipment
leases are not included in this definition but are trade payables. The parties acknowledge and agree that any current liabilities
or trade payables of SDM shall not be considered "interest-bearing indebtedness."


(g)       The
Purchased Shares. Shareholders shall assign and convey the Purchased Shares free and clear of all liens and encumbrances, at
Closing.


(h)       Due
Diligence and financial information. SDM shall have provided all due diligence materials and such financial books and records
as necessary to determine that a PCAOB audit under GAAP and SEC Rules for the preceding two (2) years can be completed for SDM
as requested by TPTG, and TPTG shall have been satisfied with such due diligence in TPTG's sole discretion on or before _________________.


SECTION 7.03Additional Conditions
of Obligations of Shareholders


The obligation of
Shareholders to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional
conditions unless waived in writing by "Shareholders":


(a)       Representations
and Warranties. The representations and warranties of TPTG set forth in this Agreement shall be true and correct in all material
respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of
the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.


(b)       Performance
of Obligations of TPTG. TPTG shall have performed in all material respects all conditions, covenants, agreements and obligations
required to be performed by it under this Agreement at or prior to the Closing Date.


(c)       Deliveries.
At the Closing, TPTG shall have delivered to Shareholders: (i) duly issued and authorized common shares to the persons in the denominations
set forth on Exhibit 1.01(d) hereto, and (ii) the Convertible provisions for the Promissory Note, as specified in Exhibit 1.01(c).


ARTICLE
VIII

TERMINATION


SECTION 8.01Termination


This Agreement may
be terminated at any time prior to closing, by TPTG or Shareholders as set forth below:


(a)       by
mutual consent of the board of directors of TPTG and SDM; or




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(b)       by
TPTG upon written notice to Shareholders, if any condition to the obligation of TPTG to close contained in Article VII hereof has
not been satisfied by ninety (90) days after date hereof (the "End Date") (unless such failure is the result of TPTG's
breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and
fulfill any of its duties and obligations hereunder); or


(c)       by
Shareholders upon written notice to TPTG, if any condition to the obligation of Shareholders to close contained in Article VII
hereof has not been satisfied by the End Date (unless such failure is the result of Shareholders' or SDM's breach of any of its
representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of her duties
and obligations hereunder); or


(d)       by
TPTG or by SDM if the board of directors or special committee of TPTG or SDM acting with authority granted by said company's bylaws
or board of directors determines, in good faith, based upon the written opinion of its outside legal counsel, that the failure
to terminate this Agreement would constitute a breach of the fiduciary duties of the TPTG or SDM board of directors or special
committee to the TPTG stockholders or SDM stockholder under applicable Law; or


(e)       by
TPTG or Shareholders, upon written notice to the other party, in the event that any Governmental Entity shall have issued any order,
decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by
this Agreement, and such order, decree, injunction or other action shall have become final and non-appealable.


SECTION 8.02Effects 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 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


All of the covenants,
agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing.




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SECTION 9.02Indemnifications


(a)       TPTG
shall indemnify Shareholders against and save and hold Shareholders and her heirs, estates, legatees, devisees, legal and personal
representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless from any and all accounts,
actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements,
expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive
and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred
by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim,
action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees
and expenses shall be paid or reimbursed by TPTG as they are incurred by the Indemnified Party), imposed upon, incurred or sustained
by, or asserted against an Indemnified Party, as a result of or arising out of or by virtue of:


(i)       TPTG's
operation of SDM or its use of the assets (including the licenses) of SDM after the Closing Date;


(ii)       Any
breach of any representation or warranty made by TPTG to Shareholders herein or in any agreement, document, or instrument executed
and delivered pursuant hereto or in connection herewith; and


(iii)       The
failure of TPTG to comply with, or the breach by TPTG of, any of the covenants of this Agreement or in any agreement, document
or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by TPTG (including, without limitation,
this Section 9.02(a).


The Indemnified
Party shall give TPTG written notice of any matter hereby indemnified against, and TPTG shall satisfy, pay and discharge any and
all of an Indemnified Party's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10)
days of the sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against
an Indemnified Party by a 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)       SDM
and Shareholders shall defend and indemnify TPTG, its officers, directors, shareholders, employees, agents, representatives, successors
and assigns (collectively, the "Indemnified Parties"), and save and hold the Indemnified Parties forever harmless from
and against any and all accounts, actions, assessments, causes of action, claims, contracts,




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controversies, costs, covenants, damages,
debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including
without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other
reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any
pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified
Party is a party, which fees and expenses shall be paid or reimbursed by Shareholders as they are incurred by the Indemnified Party),
imposed upon, incurred or sustained by, or asserted against TPTG, and/or its officers, directors, shareholders, employees, agents,
successors or assigns, as a result of or arising out of or by virtue of:


(i)       The
operation of SDM or use of its assets prior to the Closing Date;


(ii)       Any
breach of any representation or warranty made by Shareholders to TPTG herein or in any agreement, document, or instrument executed
and delivered pursuant hereto or in connection herewith;


(iii)       The
failure of Shareholders to comply with, or the breach by Shareholders of, any of the covenants and agreements set forth in this
Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed
by Shareholders (including, without limitation, this Section 9.02(b)).


TPTG shall give
Shareholders written notice of any matter hereby indemnified against, and Shareholders shall satisfy, pay and discharge any and
all of TPTG's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the
sending of said notice. In the event that the matter indemnified hereunder involves an action at law or in equity against TPTG
by a 3rd party, or any type of quasi-judicial, administrative or other type of proceeding against TPTG by a 3rd
party, TPTG shall give Shareholders written notice of said matter within ten (10) days of discovery thereof. Shareholders may and,
upon TPTG's request, shall at Shareholder’s expense, resist and defend such matter by counsel selected by Shareholders and
reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its right to require Shareholders
to fulfill her obligations under this indemnity. TPTG shall provide such information and cooperation as Shareholders shall reasonably
request, and Shareholders shall jointly and severally satisfy, pay and discharge any and all judgments and fines that may be recovered
against TPTG in any such action or actions.


ARTICLE
X

MISCELLANEOUS


SECTION 10.01Notices


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




    	14 



    	 



    

 


 


with a copy to:Michael Littman


7609 Ralston Road


Arvada, Colorado 80002


Fax(303) 431-1567


 


if to Shareholders and


SDM to: 


 


San Diego Media Inc.


9820 Willow Creek Road,
Suite 450


San Diego, CA 92131


 


 


with a copy to:


 


Notices shall be served personally,
by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested,
postage pre-paid. If sent personally, notice shall be deemed delivered upon receipt. If sent by overnight express mail service,
notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier. If sent by first-class,
certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing
or the date on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice
is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt
is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any
manner described above for change of address for the sending of notices.


SECTION 10.02Amendment; 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 California 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




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in the State of California.  Upon
written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including
an indication of the answering party's willingness to move forward with mediation.  In the event said answering party is NOT
willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below.  All costs
of mediation shall be equally borne by the parties hereto.


(b)       In
the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled
by binding arbitration conducted in San Diego, California in accordance with the Expedited Procedures of the Commercial Arbitration
Rules of the American Arbitration Association, modified as follows: The party seeking arbitration shall submit to the other party
a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator.  The responding party
shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's
arbitrator within fourteen (14) days after receipt of the initial notice of arbitration.  The two (2) arbitrators thus nominated
shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances
allow, and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed
in writing by both parties hereto, and shall render a decision in writing.  Any decision rendered in any arbitration shall
be accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1,
et seq. Any judgment awarded may be entered and recorded in any court of competent jurisdiction. The arbitration panel shall have
no authority to make any ruling, finding or award that does not conform to applicable law. The arbitrator shall have authority
to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the
parties.


SECTION 10.06Consent 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, 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.




    	16 



    	 



    

 


(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 10.09Headings


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 10.10No 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 10.11Severability


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 10.12Attorneys
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




    	17 



    	 



    

prevailing party in any such action
or proceeding shall be awarded its costs and reasonable attorneys' fees from the non-prevailing party.


SECTION 10.13Confidentiality


Each party to this
Agreement will hold, and will cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in
strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate
in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose
by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity
(in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable,
provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments,
computer data and other data and information (collectively, "Confidential Information") concerning the other party
hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information
can be shown to have been (a) previously known by such party on a non-confidential basis, (b) in the public domain without disclosure
by such party in breach of this Agreement, or (c) later lawfully acquired from other sources by the party to which it was furnished),
and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial
advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of
the Information and, to the extent permitted above, to bank regulatory authorities.


SECTION 10.14Arbitration


Any dispute arising under this Agreement
("Arbitratable Dispute") shall be referred to and resolved by binding arbitration in San Diego, California, to be administered
by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated
within the applicable time limits set forth in this Agreement and not thereafter or if no time limit is given, within the time
period allowed by the applicable statute of limitations, by one party ("Claimant") giving written notice to the other
party ("Respondent") and to the California Regional Office of the American Arbitration Association ("AAA"),
that the Claimant elects to refer the Arbitratable Dispute to arbitration. All arbitrators must be neutral parties who have never
been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (10) years experience
in the applicable industry, and must have a formal financial/accounting, engineering or legal education. The hearing shall be commenced
within thirty (30) days after the selection of the arbitrator. The parties and the arbitrators shall proceed diligently and in
good faith in order that the arbitral award shall be made as promptly as possible. The interpretation, construction and effect
of this Agreement shall be governed by the Laws of California, and to the maximum extent allowed by law, in all arbitration proceedings
the Laws of California shall be applied, without regard to any conflicts of laws principles. All statutes of limitation and of
repose that would otherwise be applicable shall apply to any arbitration proceeding. The tribunal shall not have the authority
to grant or award indirect or consequential damages, punitive damages or exemplary damages.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE IMMEDIATELY FOLLOWS]


 




    	18 



    	 



    

IN WITNESS WHEREOF, the parties hereto
have caused this Acquisition and Purchase Agreement to be duly executed as of the day and year first above written.


TPT Global
Tech, Inc.


a Florida Corporation


 


 


By:__________________________


Name: Stephen J. Thomas III


Title:
President


 


San Diego Media Inc.


A California
Corporation


 


 


By:_________________________


Name: Brian Kent


Title: CEO &
President


 


 


 


San Diego Media Inc. Shareholders:


 


 


By:________________________________


Name: Brian Kent


Ownership: 1,900,000
SDM shares or 32.09%


 


 


By:________________________________


Name: Karen Kent


Ownership: 1,920,000
SDM shares or 32.43%


 


 


By:________________________________


Name: Pat Grant


Ownership: 436,000
SDM shares or 7.36%


 


 


By:________________________________


Name: Ron Monark


Ownership: 990,000
SDM shares or 16.72%


 


 


 


 




    	19 



    	 



    

By:_______________________________


Name: Chris Copeland


Ownership:
100,000 SDM shares or 1.69%


 


 


By:_______________________________


Name: Kathleen Marrow


Ownership:
200,000 SDM shares or 3.38%


 


 


By:_______________________________


Name: Rob Jenks


Ownership: 300,000
SDM shares or 5.07%


 


 


By:_______________________________


Name: Josh Hitt


Ownership: 75,000
SDM shares or 1.27%




    	20 



    	 



    

 


SCHEDULE OF EXHIBITS


 


 


ExhibitDocument


 


AShareholders of San Diego Media Inc.


 


BAssets and Liabilities of San Diego Media Inc.


 


1.01(b)-1Convertible Promissory Note


 


1.01(b)-2Employment Agreement


 


1.01 (a) – iSeries B Preferred Stock Designation


 


1.01 (a) – iiShareholder Series B Stock


 


5.04San Diego Media Inc. Share Capital


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	21 



    	 



    

Exhibit A


 


Shareholders of San Diego Media Inc.


	 	 	 	 
	 	 	 	 
	Shareholder	Current SDM Shares	% of Outstanding Shares (OS)	TPT Global Tech Shares
	Employees	 	 	 
	Karen Kent	1,920,000	32.43%	243,225
	Brian Kent	1,900,000	32.09%	240,675
	Pat Giant	436,000	7.36%	55,200
	 	 	 	 
	 	 	 	 
	Ron Monark	990,000	16.72%	125,400
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Non-Employees	 	 	 
	Chris Copeland	100,000	1.69%	12,675
	Kathleen Marrow	200,000	3.38%	25,350
	Rob Jenks	300,000	5.07%	38,025
	 	 	 	 
	Josh Hitt	75,000	1.27%	9,525
	Total	5,921,000	100.00%	           750,075 
	Total Authorized Shares (AS):	10,000,000	 	 
	Total Outstanding Shares (OS)	5,921,000	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	22 



    	 



    

 


 


Exhibit B


 


Assets and Liabilities of San Diego Media Inc.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	23 



    	 



    

Exhibit 1.01 (b)-1


 


Convertible Promissory Note


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	24 



    	 



    

Exhibit 1.01 (b)-2


 


Employment Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	25 



    	 



    

 


Exhibit 1.01 (a) – i


 


Series B Preferred Stock Designation


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	26 



    	 



    

 


Exhibit 1.01 (a) – ii


 


Shareholder Series B Stock


 


 


 


 


 


 


 


(This has been outlined on Exhibit A)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	27 



    	 



    

Exhibit 5.04


 


San Diego Media Inc. Share Capital


 


 


 


 


 


 


 


 


(This has been outlined on Exhibit A)


 






    	28