EXHIBIT 10.13


 


 


 


 


 


ACQUISITION AND PURCHASE
AGREEMENT DATED AS OF


NOVEMBER
1, 2017
BY AND BETWEEN


 


TPT GLOBAL TECH, INC.
AND


HOLLYWOOD RIVIERA
LLC HRS MOBILE LLC


 


AND THEIR MEMBERS


 


 


 


 


 


 


 


 


 




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ACQUISITION
AND PURCHASE AGREEMENT


 


This
AGREEMENT, dated as of November
1, 2017 (the "Agreement" ; the "Effective
Date"), is
by and between TPT Global Tech, Inc. ("TPTG"
or "Purchaser"),
a Florida Corporation,
and the members of Hollywood Riviera Studio LLC and HRS
Mobile LLC ("Members") and Hollywood Riviera
Studios, LLC, a California
Limited Liability Company ("HRS"), HRS
Mobile LLC, a California Limited Liability
Company ("HRS
Mobile"), (Members, HRS and HRS Mobile together are
referred to as "Sellers").


 


WHEREAS,
the Board of Directors of TPTG and the Manager of HRS and Managing Member of HRS
Mobile have each approved
the acquisition of 100%
of the outstanding ownership interests of HRS and HRS Mobile (Purchased Interests) (the "Acquisition");


 


WHEREAS,
those persons listed on Exhibit A are the Members of
HRS and HRS Mobile and owners of the Purchased Interests;
and


 


WHEREAS,
this Agreement is intended to set forth
the terms upon which the Purchased Interests will be acquired
by TPTG.


 


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


 


ARTICLE I


THE
CONSIDERATION


 


SECTION
1.01Purchase
and Sale of
Purchased Interests.
On the terms and subject
to the conditions set forth in this Agreement, the Sellers
agree to sell, transfer,
assign and deliver to Purchaser,
and Purchaser agrees to purchase,
all of the Purchased Interests as further specified in Exhibit A.


 


SECTION
1.02Consideration for
Acquisition. The consideration deliverable at or before the Closing
(as herein defined) by TPTG to the Sellers in consideration for all the Purchased Interests
is as follows:


 


a)                                                                       
Stock. The
Purchaser shall issue an aggregate of 3,265,000
shares of restricted Common Stock
of TPTG in the amounts and to the persons specified in Exhibit 1.02 (a) with the rights and privileges equal to the
Common Stock of TPTG, and will
be included in TPT's Form S-1
expected to be filed with the Securities and Exchange Commission in 2017, at no expense to
the Sellers. Common Stock to be issued is not and shall
not be subject to any restrictions greater than the restrictions on Common Stock owned by
any officers or directors of TPTG to be included in the S-1.


 


b)                                                                       
Cash. The
Purchaser will pay $3,250,000 USD (Three
Million Two Hundred Fifty Thousand
Dollars), to pay down debt and make payments to the Members
in partial consideration for the Purchased Interests, as specified on Exhibit 1.02(b)
("Cash Consideration"). Sellers
shall be responsible for retiring the referenced debt in full out of the Cash Consideration, with any remaining amount available
for distribution to the Members as agreed among themselves.


c)                     Audit. TPTG
will pay for an external two-year audit of HRS and HRS Mobile to be conducted by a mutually agreed upon accounting firm, with
such audit to be completed within 60 days of the Effective Date. Once the audits of HRS and HRS Mobile have been timely
completed, the Purchaser will have 30 days to
complete its financial obligations under Section 1.1          (a)
and (b) to close the purchase of HRS and HRS Mobile. The failure of the audit firm to timely complete the audit shall not
extend the date for the Closing, which shall take place no more than 90 days from the Effective




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Date or sooner if the
audit is completed in less than 60 days.


SECTION 1.03Acquisition


 


The
Acquisition shall become effective at the Closing and upon the delivery to the Purchaser of all Membership Interests certificates
(if any), assignments,
and other instruments that may be necessary, desirable, or appropriate to transfer and assign
to Purchaser all of the Purchased Interests, all in form and substance reasonably satisfactory to Purchaser, simultaneously with
the delivery of the consideration and/or evidence of payment
specified in paragraphs 1.0l(a), and (b) by TPTG to Sellers together with any other instruments that may be necessary, desirable,
or appropriate to effectuate the terms of this Agreement.


 


ARTICLE II


TITLE AND LICENSING
MATTERS


 


SECTION 2.01Title


 


Each
of the Sellers warrant and represent that to the best of their knowledge, except
as otherwise disclosed, when delivered hereunder, their
respective Purchased Interests will be free and clear of all liens and encumbrances whatsoever, and HRS and HRS Mobile each represent
to the best of the knowledge of their respective Managers that, except as otherwise disclosed,
the respective assets of HRS and HRS Mobile shall be free and clear of all liens and encumbrances,
except for existing debt identified on Exhibit 1.02(b) which is to be retired
pursuant to this Agreement and which otherwise may have a lien on assets, and
the conveyance of the Purchased Interests will not trigger a default or be an event of default as to any other business aspect
or matter involving HRS and HRS Mobile.


 


SECTION 2.02Licensing Matters


(a)                  
HRS and HRS Mobile shall maintain: (i) all licenses issued and administered by any regulatory authority. HRS and
HRS Mobile covenant and agree to maintain such licenses through Closing.


 


(b)                 
On the Closing Date, all licensing shall be in good standing, and,
to the respective knowledge HRS and HRS Mobile's respective Managers, this transaction shall
not jeopardize the licenses of acquiree, nor its material contracts with any vendors or customers. TPTG shall obtain




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and
maintain any approvals necessary for the operations and
license of HRS and HRS Mobile after Closing.


 


ARTICLE
III


CLOSING


 


SECTION 3.01Closing


 


Unless
this Agreement shall have been terminated and the transactions herein contemplated shall
have been abandoned pursuant to Article IX, and
subject to the satisfaction or waiver of the conditions
set forth in Article VIII, the closing of the Acquisition (the "Closing")
shall take place at the offices of HRS and HRS Mobile,
located at 2740 California Street, Torrance CA
90503, as soon as reasonably practicable (but in no event on written notice of
less than two (2)
business days) after all of the conditions set forth in Article VIII
are satisfied,
with an estimated closing on or before February 1,
2018,
or at such other time and place as may be agreed to
in writing by the parties hereto (the date of such Closing
being referred to herein as the "Closing Date") at which time the Purchased Interests and the remaining consideration
identified in Section 1.01 shall be delivered and exchanged ("Closing Date").


 


SECTION 3.02Extension
of Date for Closing


 


Unless
this Agreement shall have been terminated and the transactions herein contemplated shall have
been abandoned pursuant to Article IX, in the event TPTG is unable to satisfy its obligation to timely provide the cash and other
consideration on or before the Closing Date, the Sellers
shall in their sole
discretion have the option
to extend the Closing Date by up to 60 days to provide TPTG additional time to satisfy such
obligations.


 


ARTICLE
IV


REPRESENTATIONS AND WARRANTIES OF TPTG


 


Except
as set forth in the applicable section of any disclosure
schedule delivered by TPTG to Sellers prior to the execution
of this Agreement (the "TPTG" Disclosure Schedule"), TPTG (on
behalf of itself and each of its subsidiaries) represents
and warrants to Sellers as follows:


 


SECTION 4.01Organization
ofTPTG; Authority


 


TPTG
is an entity duly organized, validly existing,
and in good standing under the laws of the State of Florida. TPTG has all requisite corporate
power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"),
to consummate the transactions contemplated hereby and thereby, to own, lease
and operate its properties, and to conduct its business. The execution,
delivery, and performance by TPTG of the Transaction Documents and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of TPTG, including,
without limitation , the
approval of the board of directors of TPTG.
The Transaction Documents have been duly executed and delivered
and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute
a valid and binding obligation of TPTG,
enforceable against TPTG in
accordance with their terms. TPTG has heretofore




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delivered
or made available to Sellers complete
and correct copies of the certificate of incorporation and by-laws of TPTG,
as in effect as of
the date of this Agreement, and TPTG is not in
violation of its organizational documents.


 


SECTION 4.02No
Violation; Consents and Approvals


The
execution and delivery by TPTG of the Transaction Documents does not, and the consummation of the
transactions contemplated hereby and thereby and TPTG's compliance and performance with the
terms hereof and thereof will not,
conflict with or result in any
violation of or default (or an event which, with notice or lapse of time or both,
would constitute a default) under, (a) the terms and conditions or provisions of the certificate
of incorporation or by-laws
of TPTG (b) any law applicable to TPTG or the property or assets of TPTG, or (c)
give rise to any right of termination, cancellation
or acceleration under,
or result in the creation of any lien upon any
of the properties of TPTG under any contract to which TPTG is a party or by which
TPTG or any assets of TPTG may be bound. No governmental approval is required to be
obtained or made by or with respect to TPTG in connection with the execution and delivery of
this Agreement or the consummation by TPTG of the transactions contemplated hereby.


 


SECTION 4.03Litigation;
Compliance with Laws


(a)                                                                     
There are no claims, actions, suits, investigations
or proceedings ("
Proceedings") pending
or, to
the knowledge of TPTG,
threatened against: (i) relating to or affecting TPTG,
its business or its assets; or (ii) that could prevent or enjoin,
or delay in any respect, consummation of the transactions contemplated hereby or TPTG's operation
of its business after Closing.


 


(b)                                                                     
No such Proceeding has been threatened and, to the knowledge of Seller, no event has occurred
or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.


(c)                                                                     
TPTG is not in default under any order, license,
regulation or demand
of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any
court or such agency.


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




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SECTION 4.04Capitalization
of TPTG; Common Stock


(a)                                                                    
As of date hereof: the authorized capital stock of TPTG consists of l ,000,000,000
shares of common stock, of which 136,953,904
shares were issued and outstanding. All of the outstanding shares of TPTG's common stock have been duly authorized and validly
issued and are fully paid and non-assessable. As of the
date hereof a total of 100,000,000 preferred shares have been authorized of which 1,000,000 preferred shares have been designated
as Series A Preferred Shares and are issued and outstanding, and 3,000,000
preferred shares have been designated as Series B Preferred Shares of which 2,588,693
are currently issued and outstanding.


(b)                                                                    
If and when
issued in accordance with the provisions hereof, all of the shares of underlying common stock to be issued to Members will be duly
authorized and validly issued shares of TPTG,
and will be fully paid and non-assessable. None
of the shares of common stock will be issued in violation of the preemptive or preferential rights of any holder of TPTG's capital
stock or in violation of the registration provisions of the Securities Act of 1933 or applicable state securities or blue sky laws.
TPTG will have reserved a sufficient number of shares of common stock for the purpose of issuance pursuant to conversion features
for any Preferred Stock.


(c)                                                                    
Except for the conversion privileges of the issued and outstanding Series A and Series
B Preferred, there
are no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements,
or offers from the Company for such agreement,
for the purchase or acquisition from the Company of any shares of its capital stock.


SECTION 4.05Financial Statements
& Books and Records of TPTG


(a)                                                                     
TPTG has delivered to Sellers copies of its Financial Statements. The Financial Statements
fairly present the financial condition and the results of operations of TPTG at the respective dates of and for the periods referred
to in such financial statements. "Financial S tatements"
means: the audited balance sheet of Purchaser as of the most recent year-end and unaudited
balance sheet as of the most recent quarter-end,
and the related audited and unaudited statements of income and cash flows for the periods then
ended (including the notes thereto).


 


(b)                                                                    
Except as set forth in the Financial Statement or on the Schedule of Exceptions, Seller has no liabilities or obligations
of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for current liabilities
incurred in the ordinary course of business since the respective dates thereof.


 


(c)                                                                     
The books of account, minute books, stock record books and other records of Purchaser,
all of which have been made available to Sellers, are complete and correct and have been maintained
in accordance with sound business practices, including the maintenance of an adequate system of internal controls.


SECTION 4.06Condition
and Sufficiency of TPTG Assets and Intellectual Property.


The
assets of TPTG are in good operating condition and repair and are adequate for the uses to which they are being put, and none of
such buildings, plants, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and
repairs that are




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not
material in nature or cost. The assets are sufficient for the continued conduct of Purchaser's business after the Closing in substantially
the same manner as conducted prior to the Closing. TPTG has sufficient title to and ownership of, or other rights to use, all intellectual
property for its business as now conducted and, to the best of its knowledge as presently planned to be conducted ("Intellectual
Property Assets"), without any material conflict with
or infringement of the rights of others, except where such failures or conflicts would not reasonably be expected to have a material
adverse effect on its business.


 


SECTION
4.07Taxes.


TPTG
has filed or caused to be filed on a timely basis, all tax returns relating to its business that are or were required to be filed
by it pursuant to applicable legal requirements, except for the Federal and applicable State income tax returns for 2015 and 2016
which are in the process of being prepared currently and will be filed within 60 days. TPTG has paid, or made provision for the
payment of, all
taxes that have or may become due pursuant to those tax returns or otherwise,
or pursuant to any assessment received by TPTG. The tax returns of TPTG have not been examined
(nor are they currently in the process of being examined) by the IRS or any other tax authority for any of the past five (5) years,
and such tax returns constitute a complete and accurate representation of the tax liabilities of TPTG,
and any combined, consolidated or unitary group of which TPTG is or was a member. The charges,
accruals and reserves with respect to taxes on the books of TPTG are adequate and are at least equal to TPTG's liability for such
taxes. There exists no proposed tax assessment against TPTG except as disclosed in the Financial Statements. No
consent to the application of Section 341(£)(2) of the JRC has been filed with respect to any property or assets held, acquired
or to be acquired by TPTG. All Taxes that TPTG is or was required by legal
requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper
governmental body or other person. All tax returns filed by TPTG are true, correct and complete.
There are no liens for taxes (other than for current taxes not yet due and payable) or any
of the Assets. There is no tax sharing agreement that will require any payment by TPTG after the date of this Agreement.


 


SECTION 4.08No
Material Adverse Change


(a)                                                                       
Since the date of the Financial Statements, there has not been any material adverse
change in TPTG's business, operations, properties, prospects,
or assets, and
no event has occurred or circumstance exists that may result in such a material adverse change.


(b)
Since the date of the Financial Statements, TPTG has conducted its business only in the ordinary course of business and there
has not been any: (iii) damage to or destruction or loss of any of the Assets, whether or not covered by insurance; (iv)
entry into, termination of or receipt of notice of termination of any license, distributorship, dealer,
sales representative, joint venture, credit or similar agreement or any contract or transaction involving a total remaining
commitment by or to TPTG of at least $10,000; (v) sale (other than sales of inventory in the ordinary course of business),
lease or other disposition of any material asset or property of TPTG or mortgage, pledge or imposition of any lien or other
encumbrance on any material asset or property of TPTG, including the sale, lease or other disposition of any of the
Intellectual Property Assets (defined above in Section 4.05);
(vi) cancellation or waiver of any claims or


 





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rights
with a value in excess of $10,000;
(viii) agreement, whether
oral or written, by TPTG to do any of the foregoing.


SECTION 4.09No
Defaults in Material Contracts


Except
as disclosed in the Schedule of Exceptions or disclosed
in the financial statements, each material contract to
which TPTG is a party to is a valid and binding agreement of TPTG and
is in full force and effect, and neither TPTG nor any other
party thereto is in default in any material respect thereunder.


 


SECTION 4.10Relationships
With Related Persons


 


No
Related Person of TPTG has
had any interest in any property (whether
real, personal or mixed and whether
tangible or intangible), used in or pertaining to the business
and operation of TPTG. No Related Person of TPTG has owned (of record or as a beneficial owner) an equity interest or any other
financial or profit interest in, a person that has (i)
had business dealings or a material financial interest in any transaction with TPTG
other than business dealings or transactions conducted in the Ordinary course of business with
TPTG at substantially prevailing
market prices and on substantially prevailing market terms or (ii) engaged
in competition with TPTG with respect
to any line of the products
or services of TPTG (a "Competing
Business") in any market presently served by TPTG
except for less than
one percent (1%) of the outstanding capital stock
of any competing business that is publicly-traded on any
recognized exchange or in the over-the-counter
market. No Related Person of TPTG
or any Shareholder is
a party to any contract with, or has any
claim or right against, TPTG
including but not limited to any indebtedness to or from
TPTG in an amount greater than $5,000, except as disclosed
in the financial statements. The
term "Related Person"
includes any employee, contractor, shareholder, officer or director of the Company or member of his or her immediate family.


 


SECTION 4.11Sophisticated
Purchaser; Restricted Securities


TPTG
is an informed and sophisticated buyer and
has engaged expert advisors, experienced in
the evaluation and purchase of businesses such as the business of Sellers. TPTG has undertaken such investigations and
has been provided with and has evaluated such documents
and information as it has deemed necessary to enable TPTG to
make an informed decision with respect to the execution, delivery and performance of this Agreement. TPTG acknowledges that Sellers
have made no representation or wan-anty as to the prospects,
financial or otherwise,
of Sellers' business.
Purchaser agrees to accept Sellers' business
as it exists on the Closing Date based upon its own inspection,
examination and determination with respect thereto as to all matters and without reliance upon any express
or implied representations or wan-anties of any
nature made by or on behalf of or imputed to Sellers,
except as expressly made in this Agreement. TPTG also understand that the Membership Interests
being acquired are characterized as "restricted securities"
under the federal and state securities laws inasmuch as
they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such
securities may be resold without registration under only
in certain limited circumstances. In
the absence of an effective registration statement covering the securities or
an available exemption from registration under the Act, these securities must be held indefinitely.




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SECTION 4.12No 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 HRS


 


Except
as set forth in the applicable section of the disclosure schedule, if
any, delivered by HRS to TPTG prior to the Closing of this
Agreement (the "HRS Disclosure Schedule"),
HRS represents and
warrants to TPTG, based on the actual knowledge and belief
of its Manager after reasonable inquiry, as follows:


 


SEC TION
5.0 IOrganization of HRS;
Authority


 


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


 


SECTION 5.02No Violation; Consents and
Approvals


 


The
execution and delivery by HRS of the Transaction Documents does not,
and the consummation of the transactions contemplated hereby and thereby and compliance with
the terms hereof and thereof will not conflict with,
or result in any violation of or default (or an event which,
with notice or lapse of time or both,
would constitute a default) under, (a)
the terms and conditions or provisions of the articles of organization of HRS, or (b) any Laws applicable to HRS or the business
of HRS.




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HRS
warrants and represents that, to the best of its knowledge and belief, the financial books, records,
contracts, bank statements,
and payroll records provided to TPTG and to be provided in connection with this transaction were prepared in the ordinary course
of business and are true and accurate in all material respects.


 


SECTION 5.03Litigation;
Compliance with Laws


 


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


 


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


 


SECTION 5.04Capital
of HRS and Ownership Thereof


 


The
total issued and outstanding ownership interests of HRS consist of ownership interests as shown on Exhibit A hereto,
of which each person listed on such exhibit is the sole owner, free and clear of all liens
and encumbrances whatsoever of the interests thereupon shown, other than liens which will be extinguished through the retirement
of debt at or before Closing, and that such Members have
unrestricted authority to sell and convey the HRS interests.


 


SECTIO N
5.05No
Implied Warranties and Representations


 


(a)                                                                     
Excluding
the representations set forth in (b) below, TPTG acknowledges that HRS is not making any representations
or warranties, written
or oral or express or implied, of any nature whatsoever except as specifically set forth in Article V and no other statements,
documents, or communications (including any projections
or forecasts relating to the business of HRS that may be made or provided,
or have been made or provided),
may be relied upon by TPTG, and no such statement, document, or
communication shall be deemed to be a representation or warranty of HRS for any purpose. Without
limiting the foregoing, HRS is making no representations as to the future performance or prospects the of either company,
and is making no representations or warranties of any kind,
express or implied,
either oral or written,
with respect to the physical condition or value of either Company's
assets including without limitation warranties of merchantability or fitness for a particular
purpose of such assets or with respect to the condition thereof. Further, the business conducted by HRS is by its nature subject
to substantial fluctuations and HRS reserves the right between the Effective Date and the Closing to alter,
change or consolidate its current operations, staffing
and asset mix in response to fluctuations in its business
including its customer base, level of bookings and associated projections.




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(b)                                                                      
HRS warrants and represents that, to the best of its knowledge and belief, the financial books, records, contracts,
bank statements, and payroll records provided to TPTG and to be provided in
connection with this transaction were prepared in the ordinary course of business and are true and accurate in all material
respects. HRS covenants and agrees that it will execute such representation letters as the auditor may reasonably require to complete
an audit of HRS, to facilitate SEC financial statement compliance by TPTG after the closing of the acquisition of HRS.


 


ARTICLE VI


REPRESENTATIONS
AND WARRANTIES OF HRS MOBILE


 


Except
as set forth in the applicable section of the disclosure schedule, if any, delivered by HRS Mobile to TPTG prior to the Closing
of this Agreement (the "HRS Mobile Disclosure Schedule"), HRS
Mobile represents and warrants to TPTG, based on the actual knowledge and belief of the Manager of its Managing Member after reasonable
inquiry, as follows:


 


SECTION 6.01Organization
of HRS Mobile; Authority


 


HRS
Mobile is an LLC duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite
power and authority to enter into the Transaction Documents to which it is a party, and to consummate the transactions contemplated
hereby and thereby. HRS Mobile has full legal authority to own, operate, and conduct their business in California. The execution,
delivery, and performance by HRS Mobile of the Transaction Documents and the consummation of the transactions contemplated hereby
shall have been duly authorized by all necessary member actions on the part of HRS Mobile. The Transaction Documents have been
duly executed and delivered, and, assuming that the Transaction Documents constitute a valid and binding obligation of TPTG, they
shall also constitute a valid and binding obligation of HRS Mobile enforceable against it in accordance with its terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws or equitable principles
affecting creditors' rights generally and subject to general equitable principles which may limit the enforcement of certain remedies.
HRS Mobile is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the business is conducted
except where the failure to obtain such qualification would not have a material adverse effect on the business, operations, assets,
financial condition, prospects or results of operations, of HRS Mobile, taken as a whole. HRS Mobile has herewith delivered or
made available to TPTG complete and correct copies of the ai1icles of organization in effect as of the date of this Agreement.
HRS Mobile is not in violation of its organizational documents.


 


SECTION 6.02No
Violation; Consents and Approvals


 


The
execution and delivery by HRS Mobile of the Transaction Documents does not, and
the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not
conflict with, or result in any
violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms
and conditions or provisions of the articles of organization of HRS Mobile, or (b) any Laws applicable to HRS Mobile or the business
of HRS Mobile.




    	11 



    	 



    

 


  


HRS
Mobile warrants and represents that, to the best of its
knowledge and belief, the financial books, records, contracts, bank statements, and payroll records provided to TPTG and to be
provided in connection with this transaction were prepared in the ordinary course of business and are true and accurate in all
material respects.


 


SECTION 6.03Litigation; Compliance with Laws


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


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


 


SECTION 6.04Capital of HRS Mobile and
Ownership Thereof


The
total issued and outstanding ownership interests of HRS Mobile consist of ownership interests as shown on Exhibit 5.04 hereto,
of which each person listed on such exhibit is the sole owner,
free and clear of all liens and encumbrances whatsoever of the interests thereupon shown,
other than liens which will be extinguished through the retirement of debt at or before Closing,
and that such Members have unrestricted authority to sell and convey the HRS Mobile interests.


 


SECTION 6.05No Implied Warranties
and Representations


(a)                                                                    
Excluding the representations set forth in (b) below, TPTG acknowledges that HRS Mobile
is not making any representations or warranties, written or oral or express or implied,
of any nature whatsoever except as specifically set forth in Article VI and no other statements,
documents, or communications (including any projections or forecasts relating to the business of HRS Mobile that may be made or
provided, or have been made or provided),
may be relied upon by TPTG, and no such statement, document,
or communication shall be deemed to be a representation or warranty of HRS Mobile for any purpose.
Without limiting the foregoing, HRS Mobile is making no representations as to the future performance or prospects the of either
company, and is making no representations or warranties
of any kind, express or implied, either oral or written,
with respect to the physical condition or value of either Company's assets including without limitation warranties of merchantability
or fitness for a particular purpose of such assets or with respect to the condition thereof. Further, the business conducted by
HRS Mobile is by its nature subject to substantial fluctuations and HRS Mobile reserves the right between the Effective Date and
the Closing to alter, change or consolidate its current
operations, staffing and asset mix in response to fluctuations in its business including its customer base, level of bookings and
associated projections.




    	12 



    	 



    

 


 


(b)                                                                      
HRS Mobile warrants and represents that, to
the best of its knowledge and belief:
the financial books, records,
contracts, bank statements, and payroll records provided to TPTG and to be provided in connection
with this transaction were prepared in the ordinary course of business and are true and accurate in all material respects. HRS
Mobile covenants and agrees that it will execute such representation letters as the auditor may reasonably require to complete
an audit of HRS Mobile,
to facilitate SEC financial
statement compliance by TPTG after the Closing of the acquisition of HRS Mobile.


 


ARTICLE
VII


ADDITIONAL AGREEMENTS


 


SECTION 7.01Access
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. HRS and HRS Mobile shall provide to
TPTG full access, upon reasonable notice and during normal
business hours, to information on the business of HRS and
HRS Mobile and their respective assets and liabilities. TPTG shall provide Sellers with full access,
upon reasonable notice and during normal business hours,
to information on the business of TPTG and all relevant documents,
records and other information concerning the business,
finances, and properties
of such party and its subsidiaries and that HRS and HRS Mobile and their counsel, accountants,
representatives and agents, may reasonably request. Any due diligence which TPTG or its agents
and representatives desire to conduct at HRS and HRS Mobile's facility shall only be done at such times as TPTG and Sellers may
mutually agree. TPTG shall not contact any employees,
contractors,
customers or vendors of Seller without Seller's approval,
which it shall not unreasonably
withhold or delay. Seller
shall have the right to have a representative present at any meeting with employees, contractors,
customers or vendors.
Seller shall not be required to grant access that is prohibited by law.
No investigation pursuant to this Section 7.01 shall affect or be deemed to modify any 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 (or Manager) of each party determining in its good faith reasonable business judgment the accuracy of the
representations and warranties of the other party;
provided, however, that
in the course of performing its investigations, if a party
discovers information which renders a representation or warranty inaccurate, such
party shall inform the other party of such discovery. In the event of the termination of this Agreement,
each party will return or destroy promptly every document furnished to it by or on behalf of
the other party in connection with the transactions contemplated hereby,
whether so obtained before or after the execution of this Agreement ,
and any copies thereof (except
for copies of documents publicly available) which may have been made, and
will cause its representatives and any representatives of financial institutions and investors and others to whom such documents
were furnished promptly to return or destroy such documents and any copies thereof any of them may have made.




    	13 



    	 



    

 


 


 


SECTION 7.02Legal
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 7.03Certain
Filings


 


Each
party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings,
(b) determining whether any action by or in respect of,
or filing with, any governmental body, agency, official or authority is required, or any actions,
consents, approvals or waivers are required to be obtained
from parties to any material contracts, in connection with
the consummation of the transactions contemplated by this Agreement and (c) seeking any
such actions, consents, approvals or waivers or making
any such filings, furnishing information required in connection
therewith and seeking timely to obtain any such actions,
consents, approvals or waivers. Each party shall consult
with the other in connection with the foregoing and shall use all
reasonable commercial efforts to take any
steps as may be necessary in order to
obtain any consents,
approvals, permits or authorizations required in connection
with the transaction.


 


SECTION 7.04Public
Announcements and Filings


Seller
and Purchaser shall consult with
each other and must agree as to the timing, content, and form before issuing any press release
or other public disclosure related to
this Agreement or the transaction contemplated by this Agreement. However, this does not prohibit
either of them from making a public disclosure if such
disclosure is required, in the opinion of counsel, by applicable
Law, provided prior notice is given to the other party.


 


SECTION 7.05Tax
Matters


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


SECTION 7.06Supplements
to Schedules


Prior to the Closing,
all parties will supplement or amend any exhibit, schedule,
or disclosure schedule with respect to
any matter hereafter arising which, if existing or occurring
at the date of this Agreement, would have been required
to be set forth or described in such exhibit, disclosure
schedule, if any. No
supplement to or amendment of the disclosure schedule made
pursuant to this Section 7.06 shall be deemed to cure any breach of any
representation or warranty made in
this Agreement unless the other parties hereto specifically agree thereto in writing.




    	14 



    	 



    

 


Without
limiting the foregoing, each party shall give detailed
written notice to the other party within five (5) business
days of learning of the occurrence of any events that would
(i) render any information contained in
the representations and warranties of
such party herein or any of the Schedules hereto to be incomplete or incorrect because
of an event occurring after the date of delivery of this
Agreement or the Schedules, or (ii) cause
or constitute a material
breach by such party, or would have caused a material breach
by such party had such event occurred or been known to
such party prior to the date hereof, of any of the representations
or warranties of such party contained in this Agreement or
in any of the Schedules.


SECTION 7.07No
Contact of Third Parties


 


Neither
party, nor any of its officers, directors, employees, contractors,
agents, representatives, or
attorneys shall contact any supplier, vendor, customer, client,
or employee of the other party without prior written consent and then, only to the extent and in the manner mutually agreed to
by the parties.


 


ARTICLE
VIII


CONDITIONS OF THE CLOSING


SECTION8.01Conditions
to Each Party's Obligation to Effect
the Transaction


The
respective obligations of each party to close the Transaction
contemplated herein shall be subject to
the satisfaction at or prior to the Closing of the following
condition, which may be waived, in whole or in
part to the extent permitted by applicable Law. No Governmental
Authority of competent jurisdiction
shall have enacted, issued,
promulgated, enforced or entered any statute, rule,
regulation, execution
order, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits
consummation of the Transaction or any transaction contemplated
by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment,
injunction or other order to be vacated or
lifted.


SECTION
8.02Additional 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 Sellers
 set forth in this Agreement shall be true and correct
in all material respects, except for those representations
and warranties otherwise qualified, as of the date of this
Agreement and as of the Closing Date as though made on
and as of the Closing Date,
except as otherwise
contemplated by this Agreement. None of the representations
or warranties omits to state a material fact


necessary
to make the statements herein or therein not misleading
in light of the circumstances under which they were made.


 


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




    	15 



    	 



    

 


  


(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 and/or
financial condition of HRS and HRS Mobile. For purposes hereof, "Material Adverse Effect" means a
change, effect, condition or circumstances that, in
the reasonable judgment of TPTG,
is, or
could reasonably be expected to be,
material and adverse to the business, operations,
assets, liabilities, financial condition, value,
ability to deliver services,
operating results, cash flow, net worth or customer or
provider relations of HRS and HRS Mobile, or otherwise materially adversely affecting the
ability of Sellers to consummate the Transactions except for any such changes or effects resulting,
directly or indirectly, from (i) the public announcement of, or performance of the Transactions
(including any action or inaction by HRS and HRS Mobile's customers, suppliers,
employees or competitors),
(ii) changes in GAAP or any applicable Law, (iii) changes
in the industry in which HRS and HRS Mobile operates, (iv)
any attack on, or by,
outbreak or escalation of hostilities or acts of terrorism involving,
the United States, any declaration of war by Congress or any other national or international
calamity, (v) material adverse changes in general economic
conditions or the financial or securities markets generally, (vi)
material adverse changes in the business,
assets and/or financial condition of HRS and HRS Mobile based on fluctuations in their respective
customer bases, levels of
bookings and/or
associated projections and/or any associated alteration,
change or consolidation of current operations, staffing
and/or asset mix in response to such fluctuations, or (vii) any adverse change or effect that
is cured by Members and/or
HRS and HRS Mobile prior to the Closing.


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


 


(e)                                                                     
Deliveries. At
the Closing, Sellers shall have delivered to TPTG true, correct
and complete copies of resolutions duly and validly adopted by the Manager/Managing
Member and each of the Members of HRS and HRS Mobile evidencing both the agreement of each
of the Members and the authorization
of the execution and delivery of this Agreement, the other Transaction Documents to which it is a
party and the consummation of the transactions contemplated hereby and thereby, in each case,
accompanied by a certificate of the Manager dated as of the Closing Date,
stating that no amendments have
been made thereto from the date thereof through the
Closing Date.


 


(f)                                                                     
Other Certificates
and Evidence.
Sellers shall have delivered to TPTG certificates certifying and
other reasonable proof of: (i) the
good standing of HRS and HRS Mobile, dated not more than
ten (10) days prior to the Closing
Date; (ii) tJ.ue and
complete copies of the Organizational Documents of HRS
and HRS Mobile as of the Closing Date; (iii) the representations
and warranties of the Sellers contained in Article V shall be true and correct in all material respects on and as of the Closing
with the same effect as though such representations and warranties had been made on and as of the Closing
Date; and (iv) that all conditions specified in this this Agreement above have been fulfilled
and certifying that Seller has obtained all required third-party
consents.


 


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




    	16 



    	 



    

 


 


 


(h)                                                                    
Due Diligence and financial
information. HRS and HRS Mobile shall have provided all due diligence materials and such
financial books and records as reasonably requested by TPTG in connection with this Agreement and the associated Transaction including
TPTG' s obligation to pay for an audit for the preceding
two (2) years, and TPTG shall have been satisfied with
such due diligence in TPTG's sole discretion on or before 60 days after the Effective Date.


(i)
Legal Opinion. HRS and HRS Mobile shall have
delivered to TPTG a legal opinion from the Law Offices of James J.
Hevener, PC, counsel to HRS and HRS Mobile, containing
an opinion reasonably satisfactory to TPTG.


 


(i)
Performance. All of the covenants and obligations that Sellers and each of the Members
are required to perform or to comply with pursuant to this Agreement at or prior to the Closing,
considered collectively,
and each of these covenants and obligations, considered individually,
must have been duly perfom1ed and complied with in all material respects. Each item required
to be delivered by Seller and each Member must have been delivered, and
each of the other covenants and obligations must have been
performed and complied with in all respects.


 


SECTION 8.03Additional Conditions of Obligations
of Sellers


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


(a)                                                                     
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 otherwise qualified, as of the date of this
Agreement and as of the Closing Date as though made on and as of the Closing Date,
except as otherwise contemplated by this Agreement. None of the representations or warranties
omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances
under which they were made.


(b)                                                                     
Performance of Obligations of
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)                                                                     
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 and/or financial condition
of TPTG. For purposes hereof, "Material Adverse Effect"
means a change, effect,
condition or circumstances that, in
the reasonable judgment of the Sellers, is,
or could reasonably be expected to be, material and adverse to the business,
operations, assets,
liabilities, financial condition, value,
ability to deliver services, operating
results, cash flow, net worth or customer or provider relations of TPTG, or otherwise materially adversely affecting the ability
of TPTG to consummate the Transactions except for any such changes or effects resulting, directly
or indirectly, from (i) the public announcement of, or
performance of the Transactions (including any action or inaction by TPTG's customers, suppliers,
employees or




    	17 



    	 



    

 


 


competitors),
(ii) changes in GAAP or
any applicable Law, (iii)
changes in the industry in which TPTG operates,
(iv) any attack on,
or by, outbreak or
escalation of hostilities or acts of
terrorism involving, the
United States, any declaration of war by Congress or any
other national or international calamity, (v)
material adverse changes in general economic
conditions or the financial or securities markets generally,
or (vi) any adverse change
or effect that is cured by TPTG
prior to the Closing, but
only to the extent any such change described in clauses
(ii) through (v) is not specifically related to
or disproportionately impacts TPTG.


 


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


 


(e)                                                                     
Deliveries. At the Closing, TPTG shall have
delivered to Sellers: (i) duly issued and authorized Series B Preferred Shares to the persons in the denominations set
forth on Exhibit A hereto.


(f)                                                                      
Due Diligence and financial information
. TPTG shall have
provided all due diligence materials and such financial books and records as
reasonably requested by the Sellers, and the Sellers shall
have been satisfied with such
due diligence in the Sellers' sole discretion on or before the Closing Date.


(g)                                                                     
Audit. The Sellers shall have completed within 60 Days of the Effective
Date, at TPTG's expense,
the external two-year audit of HRS and HRS
Mobile to be conducted by
a mutually agreed upon accounting firm.


		(h)	Financing Commitment Letters.
TPTG shall have
provide to the Sellers, within



60
days of the Effective
Date, financing commitment letters or other
evidence reasonably satisfactory to the Sellers in their sole
discretion, of the ability of TPTG to close the Transaction, including making the Cash Consideration
payments specified in Section 1.02(b) on or before the Closing
Date.


(i)                                                                       
OTC Requirements. Within 30 days of the Effective Date and
at all times thereafter through Closing, TPTG
shall make the required disclosures necessary for TPTG
to meet and maintain at
least the "OTC
Pink Current" designation or better of the "Pink
Open Market" of the
OTC Markets Group consistent with its "Pink
Basic Disclosure Guidelines."


 


(k)                                                                       
Nichols Employment Agreement. Contemporaneous
with Closing, TPTG
shall have entered into an employment agreement, executed
and delivered by Rolando Nichols ("Nichols"
), containing
the terms and conditions set forth in Exhibit 8.03(k) hereto
(the "Nichols
Employment Agreement")


(1)                                                                           Other
Certificates and Evidence. TPTG shall have
delivered to Sellers certificates certifying and other reasonable proof of: (i) the
good standing of TPTG, dated not more than ten (10)
days prior to the Closing Date; (ii) true and
complete copies of the Organizational Documents of TPTG as of the Closing Date; (iii) the
representations and warranties of the TPTG contained
in Article VI shall be true and correct in all material respects on and as
of the Closing with the same effect as
though such representations and warranties had been made on and as of the Closing Date; and (iv) that all conditions
specified in this this Agreement above have been fulfilled and certifying that TPTG has obtained all required third- party
consents.


 


(m)
Legal Opinion. TPTG shall have delivered to Sellers a legal opinion from _______________, counsel to TPTG, containing an opinion
reasonably satisfactory to Sellers.




    	18 



    	 



    

 


(n)
Performance. All of the covenants and obligations that TPTG is required
to perform or to comply with pursuant to this Agreement at or prior to the Closing,
considered collectively,
and each of these covenants and obligations, considered individually,
must have been duly performed and complied with in all material respects. Each item required to be delivered by TPTG must have
been delivered, and each of the other covenants and obligations of TPTG must have been performed and complied with in all respects.


 


ARTICLE IX


TERMINATION


 


SECTION 9.01Termination


 


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


 


(a)                                                                       
by mutual consent of the board of directors of TPTG and the Manager of HRS and Managing
Member of HRS Mobile; or


 


(b)                                                                       
by TPTG upon written notice to Sellers, if any condition to the obligation
of TPTG to close contained in Article VIII hereof or otherwise has not been timely satisfied (unless such failure is the result
of TPTG's breach of any of its representations, warranties,
covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder);
or


 


(c)                                                                       
by
Sellers upon written notice to TPTG,
if any condition to the obligation of Sellers to close contained in Article
VIII hereof or otherwise has not been timely satisfied (unless such failure is the result of Sellers' breach of any of its representations,
warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of their duties and obligations
hereunder); or


 


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


 


SECTION 9.02Effects of Termination


 


In
the event of any termination of this Agreement as provided in Section 9.01
of this Agreement, this Agreement shall forthwith become
wholly void and of no further force and effect (other than as expressly or by their nature provided,
including applicable sections of




    	19 



    	 



    

 


 


Article
X and Article XI, which shall remain in full force and effect);
provided that nothing herein shall relieve any party from liability for breaches of this Agreement
prior to its termination.


 


SECTION
9.03Fees,
Costs and Expenses


Whether
or not the Transaction is consummated,
all legal,
due-diligence,
audit and other costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such cost and expense. Notwithstanding the above,
the deposit provided by TPTG not refundable if this Agreement is terminated by either party
prior to Closing (unless such termination is the result
of Sellers' breach
of any of its representations,
warranties, covenants
or agreements contained herein or failure to diligently pursue and fulfill any of its duties
and obligations hereunder).


 


ARTICLE X


SURVIVAL
OF REPRESENTATIONS AND WARRANTIES;


POST-CLOSING
CONDITIONS AND COVENANTS


SECTION
10.01 Survival of Representations
and Warranties


 


All
of the covenants, agreements, and obligations of the parties
shall by their terms survive the Closing, and the representations
and warranties of the parties set forth in this Agreement shall survive the Closing for a period of twelve months except for fundamental
representations including capitalization, lack of broker involvement , good
standing, enforceability and authority
to transact business which shall survive for the duration of the applicable statutes of limitation.


 


SECTION 10.02 Indemnifications


 


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


 


(i)                                                                       
TPTG's operation of HRS and HRS Mobile or its use of the assets (including
the licenses) 


 


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


  


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


 


The Indemnified Party
shall give TPTG written notice of
any matter hereby indemnified against, and TPTG shall satisfy, pay
and discharge any and all of an Indemnified
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 Yd 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 promptly give TPTG written notice of said
matter. TPTG may and, upon the Indemnified Party's
request, shall at TPTG's expense,
resist and defend such matter by counsel
selected by TPTG and reasonably




    	20 



    	 



    

approved by the Indemnified Party.
The appearance of an Indemnified Party in any such defense shall not constitute
a waiver of its right to require TPTG to fulfill its obligations under
this indemnity. An Indemnified Party shall 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)                                                                   
HRS Indemnity Obligations.
HRS Members shall defend and indemnify TPTG,
its officers,
directors, Members,
employees,
agents, representatives,
successors and assigns
(collectively, the "TPTG Indemnified
Parties"), and
save and hold the Indemnified Parties forever harmless
from and against any
and all accounts, actions,
assessments, causes of action, claims,
contracts,
controversies,
costs,
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 HRS Members as they
are incurred by the
Indemnified Party),
imposed upon,
incurred or sustained
by, or
asserted against TPTG, and/or its
officers,
directors, Members,
employees, agents, successors
or assigns, as
a result of or arising out of or by virtue of:


 


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


 


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


 


		(iii)	The failure of HRS to
comply with, or the breach by HRS
of, any of the
covenants
and agreements set forth in this
Agreement or in any
agreement, document or instrument





    	21 



    	 



    

 


 


executed
and delivered pursuant hereto or in connection herewith, to be performed by HRS (including,
without limitation, this Section 10.02(b)).


 


TPTG
shall give HRS Members written notice of any matter hereby indemnified against, and
HRS Members shall satisfy, pay and discharge any and all
of TPTG's above-described claims, demands, damages, costs,
expenses, etc. under 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 patty
, or any type of quasi-judicial,
administrative or other type of proceeding against TPTG by a 3rd
party, TPTG shall promptly give HRS Members written notice of said matter. HRS Members may and,
upon TPTG's request, shall
at HRS


Member's
expense, resist and defend such matter by counsel selected
by HRS Members and reasonably approved by TPTG. The appearance of TPTG in any such defense shall not constitute a waiver of its
right to require HRS Members to fulfill their obligations under this indemnity. TPTG shall provide such information and cooperation
as HRS Members shall reasonably request, and HRS Members shall jointly and severally satisfy,
pay and discharge any and all judgments and fines that may be recovered against TPTG in any
such action or actions.


 


(c)                                                                        
HRS Mobile Indemnity Obligations. HRS Mobile Members shall defend and indemnify
TPTG, its
officers, directors, Members, employees, agents, representatives,
successors and assigns (collectively,
the "TPTG Indemnified Parties"), and
save and hold the Indemnified Parties forever harmless from and against any and all accounts, actions, assessments, causes of action,
claims, contracts,
controversies,
costs, 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 Sellers
as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by,
or asserted against TPTG, and/or its officers, directors,
Members, employees, agents,
successors or assigns, as a result of or arising out of
or by virtue of:


 


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


 


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


(iii)                                                                     
The failure of HRS Mobile to comply with,
or the breach by HRS Mobile of, any
of the covenants and agreements set forth in this Agreement or in any agreement, document or instrument executed and delivered
pursuant hereto or in connection herewith, to be performed by HRS Mobile (including,
without limitation, this Section10.02(c)).


 


TPTG shall
give HRS Mobile Members written notice of any matter hereby indemnified against, and
HRS Mobile Members shall satisfy, pay and discharge any and all of TPTG's above- described
claims, demands, damages,
costs, expenses, etc.
under this indemnity within ten (10) days of the sending of said notice. In the event that the matter indemnified hereunder involves


 




    	22 



    	 



    

 


 


an
action at law or in equity against TPTG by a 3rd party, or any type
of quasi-judicial, administrative or other type of proceeding against TPTG by a 3rd party,
TPTG shall promptly give HRS Mobile Members written notice of said matter. HRS Mobile Members may and, upon
TPTG's request, shall at HRS Mobile Members' expense,
resist and defend such matter by counsel selected by HRS Mobile Members and reasonably approved by TPTG. The appearance of
TPTG in any such defense shall not constitute a
waiver of its right
to require HRS Mobile Members to fulfill their obligations under this indemnity. TPTG shall provide such information and
cooperation as HRS Mobile Members shall reasonably request, and
HRS Mobile Members shall 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.


 


(d)                                                                        
The indemnity obligation of each of the HRS Members and HRS Mobile Members,
individually,
shall be capped at the amount of cash consideration provided to each Member by TPTG pursuant
to Section 1.0l(c) and as specified in Exhibit 1.02(c),
shall be allocated on a pro rata basis , shall
only be triggered if the aggregate amount claimed exceeds Twenty Five Thousand Dollars ($25,000) in which case only the excess
shall be indemnified, and shall exclude claims resulting from the negligent, willful
or wrongful conduct of the TPTG Indemnified Parties. The foregoing indemnity obligations set forth the exclusive rights and remedies
of the TPTG Indemnified Parties and the exclusive obligations of the HRS Members and the HRS Mobile Members, individually and collectively,
with respect to any claims, matters
of indemnification, or other matters arising out of or related to this Agreement regardless of any otherwise applicable cumulative
remedies provisions.


 


SECTION 10.03HRS and HRS Mobile As Division
of TPTG


 


HRS
and HRS Mobile shall be operated as a separate division
of TPTG for a minimum of two years after the Closing.


 


 


 




    	23 



    	 



    

 











ARTICLE
XI


MISCELLANEOUS


 


SECTION 11.01Notices


 


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


 


 


with a copy to:


Michael Littman


7609 Ralston Road


Arvada,
Colorado 80002


Fax(303)431-1567


 


if to Sellers to:


HRS and HRS Mobile care of:


 


 


 


 



    	24 



    	 



    




 


 


 


Rolando Nichols


2740 California
St.


Torrance Ca. 90503


 


with
a copy to:


Law Office of James J. Hevener,
PC


3520 Coolheights Drive


Rancho Palos Verdes,
CA 90275


jjh@hevenerlaw.com


 


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


 


SECTION 11.02 Amendment;
Waiver


This
Agreement may be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may be given, provided
that the same are in writing and signed by or on behalf of all of the parties hereto.


 


SECTION 11.03 Successors
and Assigns


 


This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal
representatives, successors and assigns; provided,
that no party shall assign, delegate,
or otherwise transfer any of its rights or obligations under this Agreement without the written
consent of the other party hereto.


 


SECTION I 1.04 Governing
Law


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


 


SECTION 11.05


 


[reserved]


 


SECTION 11.06 Consent to
Jurisdiction


 


(a)                                                          
Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of
the County of Los Angeles, State of California or any federal court sitting in the County


of
Los Angeles, State of California for purposes of any suit, action,
or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to




    	25 



    	 



    

 


  


commence
any action, suit or proceedings relating hereto or thereto except in such courts). Each of the parties agrees that service of any
process, summons, notice or document pursuant to the laws
of the State of California and on the parties designated in Section 11.01
shall be effective service of process for any action, suit or proceeding brought against it in any such court.


 


(b)                                                                   
Except for matters where either party seeks provisional/injunctive relief, neither party
will seek a judicial resolution of a dispute between them without first requesting in writing a meeting with the other party,
and shall provide a minimum of one week notice for the meeting to take place.


 


SECTION 11.07Counterparts;
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 transm1ss10n
(whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web),
by electronic mail in "portable document format" (".pdf") form,
or by any other electronic means intended to preserve the original graphic and pictorial appearance
of a document, or by a combination of such means,
shall constitute effective execution and delivery of this Agreement as to the parties and may be used
in lieu of an original Agreement for all purposes. Signatures
of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.


 


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


 


SECTION 11.08Entire
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 Interests until Closing of the transactions described herein.




    	26 



    	 



    

 


 


 


SECTION 11.09Headings


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.


 


SECTION 11.10No
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 11.11Severability


 


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
11.12 Attorneys
Fees


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


 


SECTION
11.13 Confidentiality


 


Each
party to this Agreement will
hold, and will cause its respective directors, officers,
employees, agents, consultants, and advisors
to hold,
in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental
Entity is necessary or appropriate in connection with any necessary regulatory approval, or
request for information or similar process, or unless compelled
to disclose by judicial or administrative process or by other requirement of law or the applicable
requirements of any Governmental Entity (in
which case, the party permitted to disclose such information
shall, to the extent legally permissible and reasonably
practicable, provide the other party with prior w1itten notice of such permitted
disclosure), all nonpublic records, books,
contracts, instruments, computer data and other data and information (collectively,
"Confidential Information") concerning
the other party hereto furnished to it by such other party
or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously
known by such party on a non-confidential
basis, (b) in the public domain without disclosure by such
party in breach of this Agreement, or


(c)
later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or
disclose such Information to any other person, except its auditors, attorneys,
financial advisors, other consultants, and advisors with the express understanding that such
parties will maintain the confidentiality of the Information and, to
the extent permitted above, to bank regulatory authorities.










    	27 



    	 



    

 


  


Seller
and Purchaser agree that any breach of the prohibition against the disclosure of Confidential Information will cause irreparable
injury and that any remedy at law for the breach will be inadequate. Therefore,
the parties agree that in the event of any breach of this provision,
the other party shall be entitled to obtain preliminary and permanent injunctive relief without
having to prove that actual damages resulted from the breach. This injunctive relief is in addition
to all other legal and equitable remedies to which such party may be entitled.


 



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






    	28 



    	 



    

 


 


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


 


TPT GLOBAL
TECH, INC.


A
FLORIDA CORPORATION


 


By:
/s/ Stephen J. Thomas III


Name:
Stephen J. Thomas III


Title:
President and CEO 


 


 


Hollywood Riviera Studios LLC


A California Limited Liability Company


 


By: /s/ Rolando Nichols


Name: Rolando Nichols


Title: Managing Member


 


HRS Mobile LLC


A California Limited Liability Company


 


 





By: /s/ Rolando Nichols


Name: Rolando Nichols


Title: Manager of Managing Member







 




    	29 



    	 



    

 


 


 


  


SCHEDULE OF EXHIBITS
& SCHEDULES


 


 





	Exhibit	Document
	 	 
	A	HRS and HRS Mobile Members
	 	 
	1.02 (a)	Persons Receiving Common Shares
	1.02 (b)	Allocation of Cash Consideration to be Paid by TPTG
	8.03 (k)	Terms of Nichols Employment Agreement



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	30 



    	 



    

 


 


  


 


Exhibit A


 


HRS and HRS Mobile Members


 


 


 


 


Hollywood Riviera Studios LLC


 


Rolando
Nichols - 63.50%


Investors -
36.50%


 


100%


 


 


There is no other capital ownership of Hollywood
Riviera Studios


 


 


 


 


 


HRS Mobile LLC


 


Hollywood Riviera
Studios LLC - 42.0%


L2
Companies Inc. - 39.0%


Don Carruth as Trustee of


The Don Russell Carruth Trust - 19.0%


 


100.0%


 


 


There is no other capital ownership of
HRS Mobile LLC




    	31 



    	 



    

 


 


 


 


 


 


 


Exhibit 1.02(a)


 


Persons
Receiving Common Stock of TPTG


 


	Members	Total Stock	Mailing Address
	
         

        Rolando Nichols
	
         

        1,729,224
	
         

        21609 Marjorie Ave., Torrance, CA
        90503

	Ofelia de la Torre	197,480	4716 W. 149th St. Lawndale, CA 90260
	Maria Dolores Nichols	151,907	4326 Flagship Ct. Las Vegas, NV 89121
	Ramses Acosta	151,907	Ave Othon Alamada 242, COL Balderrama, Hermosillo, Sonora MX
	Miguel Medina	151,907	2403 Marshalfield LN, Redondo Beach, CA 90278
	Kar lo and Fayad Palos	151,907	7019 3/4 W. Manchester Ave. Apt A, Los Angeles, CA 90045
	Louie Saenz	75,954	8937 Fleetwing Ave. Los Angeles, CA 90045
	Erik Verduzco	75,954	P.O. Box 16376, Long Beach, CA 90806
	Gabriela Barbarena	75,954	6001 Friends Ave. Whittier, CA 90601
	Paul Julien	75,954	15243 N. 11th. Street. Phoenix  Az. 85022
	Jaime Hernandez	100,000	565 E. Arrow Hwy. Pomona Ca. 91767
	Sue Berry	50,000	2633 Lincoln Blvd. #430 Santa Monica Ca. 90405
	Chad Eumura	50,000	15515 Manhattan Place. Gardena Ca. 90249
	
        Don Russell Carruth

        Trust
	
         

        77,968
	
         

        11362 Kelly
        Lane, Los Alamitos, CA 90720

	L2 Companies	148,884	2780 Skypark Drive, Suite 410, Torrance, 90505
	
         

        Total:
	3,265,000	 




    	32 



    	 



    

 


 


 


 


Exhibit 1.02(b)


 


Allocation of Cash Consideration


 


 


Hollywood Riviera Studios
LLC


 


SBA Loan


 


Cash
Consideration to Members


Other Debt





 


 


Studio Total$1,965,000


 


 


HRS Mobile LLC


 


SBA Loan


 


Cash Consideration to Members


Cargo
Truck


Other Debt


 


HRS Mobile Total$1,360
,000


 


 


GRAND TOTAL$3,250,000**


 


(THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS)


 


 


 


** Final allocation to be made by Sellers
based on loan balances etc. at Closing.




    	33 



    	 



    

 


 


 


 


 


 


 


Exhibit 8.03(k)


 


Terms of Nichols
Employment Agreement


 


Nichols Employment
-- 2 year guaranteed employment contract as Manager (or equivalent title) of
HRS and HRS Mobile with a base salary of $200,000 for year
1 and $220,000 for year 2, plus bonuses based on performance.
Standard benefits apply, including retirement, insurance,
paid vacation, and severance. Travel and other expenses will be reimbursed. Nichols will operate
HRS and HRS Mobile as a separate division of TPTG,
and will have primary authority and responsibility for the operational budget and employment
matters including retention of key individuals after the Closing,
subject to the reasonable approval of the CEO and Board
of TPTG.