EXHIBIT
10.6


 


ACQUISITION
AND PURCHASE AGREEMENT DATED AS OF


JANUARY
31, 2015


BY AND BETWEEN


 


TPT
GLOBAL TECH, INC. AND


COPPERHEAD
DIGITAL HOLDINGS, INC. AND


ITS


SHAREHOLDERS




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ACQUISITION
AND PURCHASE AGREEMENT


 


This
AGREEMENT, dated as of January
31, 2015 (the "Agreement"),
is by and between TPT Global
Tech, Inc. ("TPTG"),
a Delaware Corporation,
(" Shareholders"),
as the shareholders of Copperhead Digital Holdings,
Inc. and Copperhead Digital
Holdings, Inc. , an
Arizona Corporation ("Acquiree").


 


WHEREAS
, the Board of Directors
of TPTG and the shareholders
of Acquiree have each approved
the acquisition of all of the
outstanding common
and preferred
stock of Acquiree by TPTG (the " Acquisition
");


 


WHEREAS
, those persons listed on
Exhibit A are the shareholders
of Acquiree of the
common and preferred
stock of Acquiree (collectively , the
" Purchased Shares") ;
and


 


WHEREAS,
this Agreement is intended
to set forth the terms upon which
all of the outstanding stock of Acquiree will be
acquired by TPTG from
Shareholders.


 


NOW,
THEREFORE, in consideration
of the foregoing and to document the respective 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 exchange consideration
deliverable at
Closing (as herein defined) by TPTG
to Shareholders
is as
follows:


 


		a)	In consideration for all combined Copperhead
Digital Holdings, Inc. "Preferred Stock" and
"Series B Preferred Stock," together
with any and all accrued interest ,
collectively, the Purchaser shall
issue 1,000,000 shares of restricted
Series B Convertible Preferred Stock of
TPTG with the Designation of Rights
and Privileges as set forth on Exhibit
l.0l(a)-i to those persons or entities in
the amounts set forth on Exhibit 1.01(a)-ii.



 


		b)	In consideration for
the combined "Broadriver Note" and
"FCN Note" together with
any and all accrued interest ,
collectively (an estimated
$I,091,801.48 pre audit,
actual amount to be determined
in audit), Buyer
shall issue 545,000
shares of restricted
Series B Convertible Preferred
Stock of Purchaser.



 


		c)	In consideration
for all of the Common
Shares of Copperhead
Digital Holdings, Inc.,
Purchaser shall issue
440,000 restricted Common Shares in TPT Global
Tech, Inc.
to those persons in the amounts listed
on Exhibit 1.0l(b)-i



 


		d)	$2,500,000 in
the form of assumption of a promissory
note to Bank of Arizona (to which
Bank of Arizona must consent) for which
there shall be added
a privilege for
the principal and interest
to be convertible at or
prior to maturity to one million



 










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(1,000,000)
TPTG common shares @
a 10%
discount to the 10 day average
market closing
price preceding date of
conversion per share,
in the form
attached hereto as
Exhibit 1.01(c)-1,
and by
this reference made a part
hereof, which is
secured by
the cash, cash-equivalents, accounts
receivable, fixtures
, furniture,
equipment, intangible
assets (including
intellectual property),
and inventory of Acquiree
pursuant to the terms and conditions
of the existing
security agreement, by
this reference made
part hereof.


 


		e)	For any monies
invested to bring the accounts payable current by Seller
after November 1, 2014, as described
below, Seller
shall receive a promissory
note convertible at the option
of the holder,
or have the right to
Common Stock at Fifty Cents ($0.50
USD) per share for two  years.



 


SECTION
1.02Effective Date of the
Acquisition


 


The
Acquisition shall become effective upon
the delivery of the Purchased Shares
duly endorsed for transfer
by Shareholders to TPTG simultaneously
with the delivery of the
consideration specified in paragraphs 1.01(a),
and (b) by TPTG to
Shareholders, the
delivery of the document described in l.0l(c), by
TPTG


 


SECTION 
1.03 Conveyance Instrument


 


The
sale and assignment of the
Purchased Shares shall be in
the form of the Stock
Powers duly executed in
the fo1m attached hereto as
Exhibit 1.03(a), with the
certificates attached, together with an
executed Exchange Agreement with Representations, in the form
attached hereto as Exhibit 1.03(b)
and by this reference made
a part hereof.


 


ARTICLE
II


TITLE
AND LICENSING MATTERS


 


SECTION
2.01Title


 


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 Acquiree
shall be free and clear
of all liens and encumbrances,
except for the existing lien
to Bank of Arizona and the conveyance of the shares
of Acquiree will not trigger a default
or be an event of default
as to any other business
aspect or matter involving Acquiree.


SECTION
2.02Licensing Matters


 


(a)
Acquiree shall maintain: (i) a License issued and administered by the State of Arizona. Acquiree covenants and agrees to maintain
such License.


 



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




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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 "C losing") 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 Acquiree, located
at 170 Williams Dillard Dr. Ste. 115, Gilbert, AZ 85233, before 10:00 a.m. local
time  on February 1, 2015 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. Upon payment of
the consideration set forth in Section 1.01 above,
Shareholders shall cause all officers and directors
of Acquiree to resign
their positions with Acquiree, at
which time TPTG shall elect new directors, who shall
thereafter appoint new officers of Acquiree.


 


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 ha
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




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or
default (or an event which, with notice or lapse
of time or both,
would constitute a default) under, (a)
the terms and conditions or provisions
of the certificate
of incorporation or by-laws of TPTG (b) any Law applicable to TPTG
or the property or assets ofTPTG, or (c) give rise to
any right of termination ,
cancellation or acceleration under, or
result in the creation of any lien upon
any of the properties of
TPTG under any contract to
which TPTG 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, lice
nse, 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 suc
h agency.


 


(b)              
TPTG has
complied with, and is in
compliance in all material
respects with, all federal, state, and
local statutes, laws,
regulations, ordinances, rules,
judgments,
orders or decrees applicable to TPTG, the operation of its business, and its assets (individually, a "Law"
and
collectively, "Laws").
TPTG
has received
no notice
from any
federal, state, or local
court,
agency, organization, or political
subdivision
(each, a
"Governmental
Entity")
or other person
of any
violation of any Law. TPTG has
obtained
and holds
all
required permits,
licenses, certificates
of authority, orders, and approvals (collectively, "Licenses")
of,
and has
made all
filings, applications and registrations with, federal, state,
local,
or foreign
governmental or regulatory bodies
that are
required in
order
to permit it
to carry on
its
business as
presently
conducted
and the
absence
of which would have
an adverse
effect on such business.
All
such Licenses are in
full force
and effect and current.
To the
knowledge of TPTG,
no suspension
or cancellation of License is
threatened, no violations
are or have
been recorded in
respect of any such License, and no
proceeding is
pending, or, to
the knowledge of
"TPTG",
threatened
to revoke
or limit
any
such License.


 


SECTION
4.04Capitalization of TPTG; Common Stock


(a)               As of
July 2014, the authorized capital stock of
TPTG consists of 1,000,000,000 shares
of common stock, of which 137,000,000 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 nonassessable.


 


(b)              
If and when issued
in accordance with the provisions
hereof, all of the shares of common stock to be
issued to Shareholders
will be duly authorized and validly issued
shares of
TPTG, and will be fully paid and nonassessable.
If and when issued to Shareholders
in accordance with the provisions of the
Note, none of the shares
of common stock will be issued in violation of the
preemptive or preferential rights
of any holder of TPTG's
capital stock or in violation of the registration provisions
of the Securities Act
of 1933 or applicable
state securities




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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 here by,
in each case, whose
fees TPTG would be required to pay.


 


ARTICLE
V


REPRESENTATIO
NS AND WARRANTIES OF SHAREHOLDERS AND ACQUIREE


 


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


 


SECTION
5.01Organization of Acquiree;
Authority


 


Acquiree
is a corporation duly organized,
validly existing, and
in good standing under
the laws of the State
of Arizona and has all requisite power and authority
to enter into the Transaction Documents to which it
is a party, and to
consummate the transactions contemplated hereby and thereby.
Acquiree has full legal authority to own, operate,
and conduct its business in Arizona. The execution, delivery, and performance by Acquiree of
this Agreement and any 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 Acquiree. The Transaction Documents
have been duly executed and delivered, and,
assuming that the Transaction Documents
constitute a valid and binding obligation of TPTG, they
shall also constitute a
valid and binding obligation of Acquiree enforceable against
it in accordance with
its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization or moratorium
or other similar laws or
equitable principles affecting creditors '
rights generally and subject to
general equitable principles which may limit the enforcement of certain remedies..
Acquiree is duly qualified or licensed to do business and is in good standing in
each jurisdiction in which the business is conducted except
where the failure to
obtain such qualification would not have a
material adverse effect on the business, operations, assets,
financial condition, prospects
or results of operations,
of Acquiree, taken as
a whole. Acquiree
has here,;.\1ith
delivered or made available to TPTG
complete and correct
copies of the articles of incorporation in effect as
of the date of this
Agreement. Acquiree is not in violation of its organizational
documents.


 


SECTION
5.02No Violation; Consents and Approvals


 


The
execution and delivery by Shareholders and Acquiree of the Transaction
Documents does not, and the
consummation of the transactions contemplated hereby and thereby
and compliance with the terms hereof and thereof will not conflict with,
or result in any violation of




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or
default (or an event which,
with notice or lapse
of time or both,
would constitute a default) under,
(a) the terms and conditions
or provisions of the articles
of incorporation or by-laws
of Acquiree, or (b) any Laws applicable to Acquiree
or the business of Acquiree.


 


SECTION 5.03Litigation;
Compliance with Laws


 


(a)              
Except for a Century Link settlement, which Acquiree will continue to
pay in accordance with its terms until closing,
there are: (i) no
claims, actions, suits,
investigations or proceedings pending or, to the knowledge
of Acquiree, threatened against,
relating to or affecting
Acquiree, its business , its
assets, or any employee, officer, director,
stockholder , or independent
contractor of Acquiree, and (ii) no orders
of any Governmental Entity or arbitrator are outstanding against Acquiree, its business ,
its assets , or
any employee, officer, director, stockholder ,
or independent contractor of Acquiree in Acquiree capacities as such, or that
could prevent or enjoin,
or delay in any respect,
consummation of the transactions contemplated
hereby.


 


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


 


SECTION 5.04Share
Capital of Acquiree and Ownership Thereof


 


The
total issued and outstanding
share capital of Acquiree consists of shares as shown on Exhibit 5.04 hereto, of
which each person listed on such exhibit 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 Acquiree shares.


 


SECTION
5.05No Implied Warranties
and Representations


 


(a)              
Excluding the representations
set forth in (b) below,
TPTG acknowledges that neither
Shareholders nor Acquiree is making any representations
or warranties, written or oral or express or implied, of any nature
whatsoever except as specifically set forth in Article
V and no other statements, documents, or communications (including any projections or forecasts relating
to the business of
Acquiree) that may be made or provided,
or have been made or
provided, may be relied upon
by TPTG, and no such statement, document, or
communication shall be deemed to be
a representation or
warranty of Shareholders or Acquiree for any purpose.


 


(b)              
Shareholders warrant and represent that, to
the best of their knowledge
and belief,
the financial books,
records , contracts,
bank statements, and
payroll records necessary to conduct an audit of Acquiree
are true and accurate in
all material respects.
Shareholders covenant and agree that they will execute
such representation letters as the
auditor may reasonably require to
complete an audit of Acquiree by TPTG in
accordance with PCAOB standards
and SEC Rules and Regulations, after the
closing.




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


 


SECT!ON
6.02Legal 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 eachother in obtaining)
any consent, authorization, order or approval of, or
any exemption by, any Governmental Entity or other public or private
third party, required to be obtained
or made by the
parties in connection with the Transaction
or the taking of any action contemplated thereby or by
this Agreement.


 


SECTION 6.03Certain
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




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filing
with, any governmental body, agency ,
official or authority is required, or
any actions, consents, approvals or waivers are required
to be obtained from parties to
any material cont racts,
in connection with the
consummation of the transactions contemplated
by this Agreement and (c) seeking any such actions,
consents, approvals or waivers or making any
such filings , furnishing
information required in connection therewith
and seeking timely to obtain
any such actions, consents ,
approvals or waivers. Each party shall
consult with the other in connection with the foregoing and shall use all reasonable commercial
efforts to take any
steps as may be necessary in order to obtain any consents,
approva ls , permits
or 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 Acquiree disclosure
schedule with respect to any
matter hereafter arising which, if existing or occurring
at the date of this Agreement, would have been
required to be set
forth or described in such disclosure schedule, if
any. No supplement to or
amendment of the disclosure schedule made
pursuant to this Section 6.06 shall be deemed
to cure any breach
of any representation or warranty made in
this Agreement unless the other parties
hereto specifically agree thereto in
writing.


 


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


 


ARTICLE
VII


CONDITIONS OF THE CLOSING


 


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




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temporary,
preliminary or permanent) which
is in effect and which materially
restricts, prevents or prohibits consummation of
the Transaction or any transaction
contemplated by this Agreement; provided, however, that
the parties shall use reasonable
commercial efforts to cause any such decree,
judgment, injunction or other order to
be vacated or lifted.


 


SECTION
7.02Additional
Conditions of Obligations of TPTG


 


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


 


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


 


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


 


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


 


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


 


(e)               
Deliveries. At
the Closing, Acquiree shall have delivered to TPTG
true, correct  and complete
copies of resolutions duly and validly adopted by the Board
of Directors  of




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Acquiree
evidencing the authorization
of the execution and delivery
of this Agreement,
the other Transaction Documents
to which it is a party
and the consummation of
the transactions contemplated hereby and thereby, in each
case, accompanied by
a certificate of the Secretary
of Acquiree, dated as of the Closing Date,
stating that no amendments have
been made thereto from the date thereof through the
Closing Date.


 


(f)           
Acquiree 's
Indebtedness. All
outstanding interes
t-bearing indebtedness of Acquiree shall have been fully
paid at or prior to Closing.
Equipment leases are not
included in this definition but are trade payables. The
parties acknowledge and agree that any
current liabilities or trade payables of Acquiree
shall not be considered
"interest-bearing indebtedness."


 


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


 


(h)
Due Diligence and financial information. Acquiree shall have provided all due diligence materials
and such financial books and
records as necessary
to determine that a PCAOB audit
under GAAP and SEC
Rules for the preceding two (2) years can be completed for Acquiree as requested
by TPTG, and shall have been satisfied
with such due diligence in TPTG’s sole discretion on or before February 15, 2015.


 


SECTION
7.03Additional
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:




    	11 



    	 



    

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


 


(b)               
by TPTG upon written notice to Shareholders, if any condition to the obligation
of TPTG to close contained in Article VII hereof has not been satisfied
by ninety (90) days after  date
hereof (the " 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's or Acquiree'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 hereunde r);
or


 


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


 


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


 


SECTION 8.02Effects
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 pai1y
incurring such cost and expense.









    	12 



    	 



    



 


ARTICLE IX


SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; POST-CLOSING CONDITIONS AND COVENANTS


 


SECTION 9.01Survival
of Representations and Warranties



 


None
of the covenants, agreements, obligations, representations
and warranties of the
parties set forth in this Agreement shall
survive the Closing.


 


SECTION
9.02Indemnifications


 


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


 


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



 


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



 


		(iii)	The failure of TPTG
to comply with, or the breach by TPTG
of, any of the covenants of this Agreement or in
any agreement, document or
instrument executed and
delivered pursuant hereto or in connection herewith, to be perfo1med by TPTG (including, without
limitation, this Section 9.02(a).



 


The
Indemnified Party shall give TPTG written notice of any
matter hereby indemnified against, and TPTG shall satisfy,
pay and discharge any
and all of an Indemnified Party's above-
described claims, demands , damages,
costs, expenses, etc. under this indemnity within
ten ( I 0) days of the sending of
said notice. In the event that the matter indemnified hereunder
involves


an
action at law or in
equity against an Indemnified Party by a
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 (l0)
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 Pai1y in any such defense shall not
constitute a waiver of its right to require TPTG to
fulfill its obligations under this indemnity. An Indemnified Party
shall provide such information and cooperation as
TPTG shall reasonably
request, and TPTG shall satisfy, pay and discharge
any and all judgments and
fines that may be recovered against an Indemnified
Party in any such action or actions.




    	13 



    	 



    

(b)               
Shareholders shall defend and
indemnify TPTG, its
officers, directors, 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,
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 Patty 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 Acquiree 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 inequity
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 Shareholders's expense, resist and
defend such matter by counsel selected by
Shareholders and reasonably approved by
TPTG. The appearance of TPTG in any such defense shall not
constitute a waiver of its right to require
Shareholders to fulfill her obligations under this
indemnity. TPTG shall provide such information and
cooperation as Shareholders shall reasonably request,
and Shareholders shall jointly and severally satisfy, pay and discharge any and all judgments and fines that
may be recovered against TPTG in any
such action or actions.




    	14 



    	 



    

 


 


ARTICLE
X


MISCELLANEOUS


 


 SECTION
10.10Notices


 


Any
notice or communication required
or permitted by this
Agreement shall be given in writing and addressed as follows:


 


if to
TPTG to:


TPT Global Tech Inc.


501 W. Broadway


Suite 800


San Diego, CA 92101


  


with
a copy to:


 


 Michael
Littman


7609 Ralston Road


Arvada
, Colorado 80002


Fax(303)431-1567


 


If to Shareholders and Acquiree
to:


 


Copperhead
Digital Holdings, Inc.


170
S. William Dillard Dr.


Suite
115


Gilbert,
AZ 85233


 


with
a copy to:


 


Charles
J. Slack-Mendez, Esq.


SLACK-MENDEZ
LAW FIRM


2710
South Rural Road


Tempe, Arizona 85282


(480)
829-1166 (office)


(602)
790-2669 (cell)


 


Notices
shall be served personally,
by overnight express
mail service by a nationally
recognized co urier, or
by first-class , certified
mail, return receipt
requested, postage pre-paid. If
sent personally, notice
shall be deemed delivered upon receipt. If sent
by overnight express mail
service, notice shall
be deemed delivered 24 hours after delivery
into the
possess ion and control
of the courier. If
sent by first-class,
certified mail, return
receipt requested, notice shall
be deemed delivered the earlier of seventy-two (72) hours
after mailing or the
date on the return receipt,
a refusal being deemed
a delivery on the
date of refusal. If the party to whom any such
notice is sent has
relocated without leaving a
forwarding address, then the notice shall be deemed delivered
on the date the notice-receipt is returned
stating that the 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.




    	15 



    	 



    

 


 


 


 


 


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 10.04
Governing Law


 


This
Agreement shall be construed in accordance with and
governed by the law of the
State of Arizona without regard to principles of conflict
of laws.


 


SECTION 10.05Mediation/Arbitration


 


(a)               
In the event that a dispute should arise
under this Agreement, the
dispute shall be submitted to mediation under the Uniform
Mediation Act (even if said
Act has not been adopted in the State of Arizona. Upon written notice by one party to the other
of a dispute for mediation, seven
(7) days shall be
provided for the answer, including an indication of the answering party's willingness to
move forward with mediation. In the event said answering
party is NOT willing to mediate the identified dispute, the matter shall
be moved forward to arbitration as set forth
below. All costs of mediation shall
be equally borne by
the parties hereto.


 


(b)              
In the event that
one or both parties determine that Mediation of
an identified dispute is unacceptable, the dispute shall
be settled by binding
arbitration conducted in Phoenix, Arizona in accordance
with the Expedited Procedures
of the Commercial Arbitration Rules of the American Arbitration
Association, modified as follows: The party seeking arbitration shall submit to
the other party a statement of the issues(s) to be arbitrated and shall designate
such  party's nominated arbitrator.
The responding party shall respond
with any additional or counter statement
of the issue(s) to be arbitrated and shall designate
the responding party '
s arbitrator within fourteen
(14) days after receipt of the initial
notice of arbitration. The two (2) arbitrators thus nominated
shall proceed promptly to select
a third arbitrator, who
will conduct the arbitration hearing as promptly as the circumstances allow, and within
a schedule set forth to both parties not less than 30 days
following appointment unless a shorter time is agreed in
writing by both parties hereto, and shall render a decision
in writing. Any decision rendered in any arbitration shall be
accepted by the parties as final and 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.




    	16 



    	 



    

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 Arizona or any federal court sitting
in Arizona for purposes of any suit,
action, or other proceeding
arising out of this Agreement and the Transaction
Documents (and agrees not
to commence any action,
suit or proceedings relating hereto or
thereto except in such courts). Each of the
parties agrees that service of any process, summons,
notice or document
pursuant to the laws of the State of Arizona
and on the parties designated in Section 10.01
shall be effective
service of process for any action,
suit or proceeding brought against
it in any such court.


 


SECTION
10.07Counterparts
; Effectiveness


 


(a)              
This Agreement may be signed
and transmitted by facsimile
machine or by electronic
mail. The signature of any person
on a facsimile/electronically
transmitted copy hereof
shall be considered an original signature ,
and a facsimile/electronically
transmitted copy hereof
shall have
the same binding effect
as an original
signature on an original document. At
the request of any party hereto,
any facsimile /electronic
copy of this Agreement shall
be re- executed in original form.
No party hereto may raise
the use of a facsimile
machine or computer, or the
fact that any signature
was transmitted through the use of a facsimile
machine or electronically as a defense
to the
enforcement of this Agreement or
any amendment or other document executed in
compliance with this paragraph.


 


(b)             
The exchange of copies of
this Agreement and of signature pages by facsimile
transmission (whether directly
from one facsimile device to another
by means of a dial-up
connection or whether mediated
by the worldwide web), by electronic
mail in "portable
document format" (".pdf
') form
, or by any
other electronic means intended to preserve the  original
graphic and pictorial appearance of
a document, or by a
combination of such means,
shall constitute effective execution and
delivery of this Agreement
as to the parties and may be used in lieu of an original
Agreement for all
purposes. Signatures
of the parties transmitted by facsimile shall
be deemed to be their original signatures for all
purposes.


 


(c)              
This Agreement may be signed
in any number of counterparts, each
of which shall be
an original, with
the same effect as if the
signatures thereto and
hereto were upon the
same instrument.


SECTION
10.08Entire Agreement;
No Third Party Beneficiaries; Rights of
Ownership


 


Except
as expressly
provided he rein , 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 express ly
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.




    	17 



    	 



    

SECTION
10.09 Headings


 


The
headings contained in this Agreement are for reference
purposes only and shall not in
any way affect the meaning or interpretation
of this Agreement.


 


SEC/TON
10.10 No
Strict Construction


 


The parties
hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of
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
I 0.12 Attorneys Fees


 


In
the event it becomes necessary for
any party to employ legal
counsel or to bring an
action at law, in equity or other proceedings
to enforce any of the terms of
this Agreement, the
prevailing party in any such action or
proceeding shall be
awarded its costs and
reasonable attorneys'
fees from the non-prevailing party.


 


SECTION
10.13 Confidentiality


 


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




    	18 



    	 



    

SECTION
I0.13Arbitration


 


Any
dispute arising under this Agreement (" Arbitrable
Dispute") shall be referred to and resolved
by binding arbitration in Phoenix, Arizona, to be administered by and in accordance
with the Commercial Arbitration Rules of the
American Arbitration Association. Arbitration shall be
initiated within the applicable time limits set
forth in this Agreement and not
thereafter or if no time limit is given,
within the time period allowed
by the applicable statute of limitations , by one party
("Claimant") giving written
notice to the other party ("Respondent") and to
the Arizona Regional Office
of the American Arbitration Association (" AAA"), that
the Claimant elects to refer the Arbitrable Dispute to arbitration. All
arbitrators must be neutral parties who have
never been officers, directors or
employees of the parties or any
of their Affiliates, must 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 Arizona, and to the maximum extent allowed by
law, in all arbitration proceedings the Laws
of Arizona shall be applied, without regard
to any conflicts of laws
principles. All statutes of limitation and
of repose that would otherwise be applicable
shall apply to any arbitration proceeding. The tribunal shall not
have the authority to grant
or award indirect or consequential
damages , punitive damages or
exemplary damages.


 


 


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




    	19 



    	 



    

 


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


 


COPPERHEAD DIGITAL
HOLDINGS, INC.


AN ARIZONA
CORPORATION


 


by:
/s/ Aaron D. Clark


Name: Aaron D. Clark


Title:
President SHAREHOLDERS


 


____________________________



 


(This
section may be completed by separate pages executedbyindividualshareholders)


 




    	20 



    	 



    

 


 


 


 


SCHEDULE OF EXHIBITS


 


 


	Exhibit	Document
	 	 
	1.01(b)-1	Convertible Promissory Note
	 	 
	1.03	Stock Power



 


 


 




    	21