tpt_ex102





 







EXHIBIT 10.2

 



Registration Rights Agreement dated May 28, 2021

 


 


 



REGISTRATION RIGHTS AGREEMENT



 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of
May 28, 2021 (the “Execution Date”), is
entered into by and between TPT Global Tech, Inc., a Florida
corporation (the “Company”), and An
Insititutional Investor, a Nevada limited liability company
(together with it permitted assigns, the “Buyer”). Capitalized
terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Common Stock Purchase
Agreement by and between the parties hereto, dated as of the
Execution Date (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase
Agreement”).


 


WHEREAS, To induce the Buyer to enter into the
Purchase Agreement with respect to the purchase of up to Five
Million ($5,000,000) of Purchase Notice Shares, the Company has
agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the
“Securities
Act”), and applicable state securities
laws.


 


NOW, THEREFORE, in consideration of the
promises and the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer hereby agree as
follows:


 


1. DEFINITIONS.


 


As used
in this Agreement, the following terms shall have the following
meanings:


 


a.
“Investor” means the
Buyer, any transferee or assignee thereof to whom a Buyer assigns
its rights under this Agreement in accordance with Section 9 and
who agrees to become bound by the provisions of this Agreement, and
any transferee or assignee thereof to whom a transferee or assignee
assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this
Agreement.


 


b.
“Person” means any
individual or entity including but not limited to any corporation,
a limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or
political subdivision thereof or a governmental
agency.


 


c.
“Register”,
“registered”, and
“registration” refer to a
registration effected by preparing and filing one or more
registration statements of the Company in compliance with the
Securities Act and/or pursuant to Rule 415 under the Securities Act
or any successor rule providing for offering securities on a
continuous basis (“Rule 415”), and the
declaration or ordering of effectiveness of such registration
statement(s) by the United States Securities and Exchange
Commission (the “ SEC ”).


 


 




 

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d.
“Registrable
Securities” means (a) an aggregate of up to $5,000,000
Purchase Notice Shares and (b) any shares of common stock issued to
the Investor as a result of any stock purchase, stock split, stock
dividend, recapitalization, exchange or similar event or otherwise
with respect the Purchase Notice Shares.


 


e.
“Registration
Statement” means one or more registration statements
of the Company on Form S-1 or Form S-3 covering only the sale of
the Registrable Securities.


  


2. REGISTRATION.


 


a. Mandatory
Registration. The Company shall, within thirty (30) Business
Days from the Execution Date, file with the SEC an initial
Registration Statement on Form S-1 covering the maximum number of
Registrable Securities (beginning with the Purchase Notice Shares)
as shall be permitted to be included thereon in accordance with
applicable SEC rules, regulations and interpretations so as to
permit the resale of such Registrable Securities by the Investor,
including but not limited to under Rule 415 under the Securities
Act at then prevailing market prices (and not fixed prices), as
mutually determined by both the Company and the Investor in
consultation with their respective legal counsel, subject to the
aggregate number of authorized shares of Common Stock then
available for issuance in its Certificate of Incorporation. The
initial Registration Statement shall register only the Registrable
Securities. The Investor and its counsel shall have a reasonable
opportunity to review and comment upon such Registration Statement
and any amendment or supplement to such Registration Statement and
any related prospectus prior to its filing with the SEC, and the
Company shall give due consideration to all reasonable comments.
The Investor shall furnish all information reasonably requested by
the Company for inclusion therein. The Company shall use its
reasonable best efforts to have the Registration Statement and any
amendment declared effective by the SEC at the earliest possible
date. The Company shall use reasonable best efforts to keep the
Registration Statement effective, including but not limited to
pursuant to Rule 415 promulgated under the Securities Act and
available for the resale by the Investor of all of the Registrable
Securities covered thereby at all times until the earlier of (i)
the date as of which the Investor may sell all of the Registrable
Securities without restriction pursuant to Rule 144 promulgated
under the Securities and (ii) the date on which the Investor shall
have sold all the Registrable Securities covered thereby and none
of the Commitment Amount remains unpurchased within the Commitment
Period (as defined in the Purchase Agreement) under the Purchase
Agreement (the “Registration Period”).
The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading.


 


 




 

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b. Rule
424 Prospectus. The Company shall, as required by applicable
securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the Securities Act, the
prospectus and prospectus supplements, if any, to be used in
connection with sales of the Registrable Securities under the
Registration Statement. The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such prospectus
prior to its filing with the SEC, and the Company shall give due
consideration to all such comments. The Investor shall use its
reasonable best efforts to comment upon such prospectus within one
(1) Business Day from the date the Investor receives the final
pre-filing version of such prospectus.


 


c. Sufficient
Number of Shares Registered. In the event the number of
shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend
the Registration Statement or file a new Registration Statement (a
“New Registration
Statement”), so as to cover all of such Registrable
Securities (subject to the limitations set forth in Section 2(a))
as soon as practicable, but in any event not later than ten (10)
Business Days after the necessity therefor arises, in the sole
discretion of the Company, subject to any limits that may be
imposed by the SEC pursuant to Rule 415 under the Securities Act.
The Company shall use its reasonable best efforts to cause such
amendment and/or New Registration Statement to become effective as
soon as practicable following the filing thereof. Unless the
Registration Period has ended, in the event that any of the
Purchase Notice Shares are not included in the Registration
Statement, or have not been included in any New Registration
Statement and the Company files any other registration statement
under the Securities Act (other than on Form 1-A (including any
supplements or amendments thereto), Form S-4, Form S-8, or with
respect to other employee related plans or rights offerings)
(“Other Registration
Statement ”) then the Company shall include in
such Other Registration Statement first all of such Purchase Notice
Shares that have not been previously registered and second any
other securities the Company wishes to include in such Other
Registration Statement.


 


d. Offering.
If the staff of the SEC (the “Staff’) or the SEC seeks
to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of
securities that does not permit such Registration Statement to
become effective and be used for resales by the Investor under Rule
415 at then-prevailing market prices (and not fixed prices), or if
after the filing of the initial Registration Statement with the SEC
pursuant to Section 2(a), the Company is otherwise required by the
Staff or the SEC to reduce the number of Registrable Securities
included in such initial Registration Statement, then the Company
shall reduce the number of Registrable Securities to be included in
such initial Registration Statement (with the prior consent, which
shall not be unreasonably withheld, of the Investor and its legal
counsel as to the specific Registrable Securities to be removed
therefrom) until such time as the Staff and the SEC shall so permit
such Registration Statement to become effective and be used as
aforesaid. Unless the Purchase Agreement has been terminated or the
Registration Period has ended, the Company shall file one or more
New Registration Statements in accordance with Section 2(c) until
such time as all Registrable Securities have been included in
Registration Statements that have been declared effective and the
prospectus contained therein is available for use by the Investor.
Notwithstanding any provision herein or in the Purchase Agreement
to the contrary, the Company’s obligations to register
Registrable Securities (and any related conditions to the
Investor’s obligations) shall be qualified as necessary to
comport with any requirement of the SEC or the Staff as addressed
in this Section 2(d).


 


 




 

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3. RELATED
OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable
Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its
reasonable best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company shall have
the following obligations:


 


a. The
Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to any
registration statement and the prospectus used in connection with
such registration statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement or any New
Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of
all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such
time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in such registration
statement.


 


b. The
Company shall permit the Investor to review and comment upon the
Registration Statement or any New Registration Statement and all
amendments and supplements thereto at least two (2) Business Days
prior to their filing with the SEC, and not file any document in a
form to which Investor reasonably objects. The Investor shall use
its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or
supplements thereto within one (1) Business Days from the date the
Investor receives the final version thereof. The Company shall
furnish to the Investor, without charge any correspondence from the
SEC or the staff of the SEC to the Company or its representatives
relating to the Registration Statement or any New Registration
Statement unless such comments represent material, non-public
information.


 


c. Upon
request of the Investor, the Company shall furnish to the Investor,
(i) promptly after the same is prepared and filed with the SEC, at
least one copy of such registration statement and any amendment(s)
thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii)
upon the effectiveness of any registration statement, a copy of the
prospectus included in such registration statement and all
amendments and supplements thereto (or such other number of copies
as the Investor may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus,
as the Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned
by the Investor. For the avoidance of doubt, any filing available
to the Investor via the SEC’s live EDGAR system shall be
deemed “furnished to the Investor”
hereunder.


 


 




 

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d. The
Company shall use reasonable best efforts to, as applicable, (i)
register and qualify the Registrable Securities covered by a
registration statement under such other securities or
“blue
sky” laws of California, (ii) prepare and file in
those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration
Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x)
qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (y)
subject itself to general taxation in any such jurisdiction, or (z)
file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify the Investor who
holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under
the securities or “blue sky” laws of California or its
receipt of actual notice of the initiation or threatening of any
proceeding for such purpose. 


 


e. As
promptly as practicable after becoming aware of such event or
facts, the Company shall notify the Investor in writing of the
happening of any event or existence of such facts as a result of
which the prospectus included in any registration statement, as
then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and
promptly prepare a supplement or amendment to such registration
statement to correct such untrue statement or omission, and deliver
a copy of such supplement or amendment to the Investor (or such
other number of copies as the Investor may reasonably request). The
Company shall also promptly notify the Investor in writing (i) when
a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a registration statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by email on the
same day of such effectiveness), (ii) of any request by the SEC for
amendments or supplements to any registration statement or related
prospectus or related information, and (iii) of the Company’s
reasonable determination that a post-effective amendment to a
registration statement would be appropriate.


 


f. The
Company shall use its reasonable best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification
of any Registrable Securities for sale in any jurisdiction and, if
such an order or suspension is issued, to obtain the withdrawal of
such order or suspension at the earliest possible date and to
notify the Investor of the issuance of such order and the
resolution thereof or its receipt of actual notice of the
initiation or threat of any proceeding for such
purpose.


 


g. The
Company shall (i) cause all the Registrable Securities to be listed
on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the
rules of such exchange, or (ii) secure designation and quotation of
all the Registrable Securities on the Principal Market. The Company
shall pay all fees and expenses in connection with satisfying its
obligation under this Section.


 


h. The
Company shall cooperate with the Investor to facilitate the timely
preparation and delivery of certificates (not bearing any
restrictive legend) representing the Registrable Securities to be
offered pursuant to any registration statement and enable such
certificates to be in such denominations or amounts as the Investor
may reasonably request and registered in such names as the Investor
may request.


 


i. The
Company shall at all times provide a transfer agent and registrar
with respect to its Common Stock.


 




 

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j. If
reasonably requested by the Investor, the Company shall (i)
immediately incorporate in a prospectus supplement or
post-effective amendment such information as the Investor
reasonably believes should be included therein relating to the sale
and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and
any other terms of the offering of the Registrable Securities; (ii)
make all required filings of such prospectus supplement or
post-effective amendment as soon as practicable upon notification
of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments
to any registration statement.


 


k. The
Company shall use its reasonable best efforts to cause the
Registrable Securities covered by any registration statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of
such Registrable Securities.


 


l.
Within three (3) Business Days after any registration statement
which includes the Registrable Securities is ordered effective by
the SEC, the Company shall deliver, and shall cause legal counsel
for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investor) confirmation
that such registration statement has been declared effective by the
SEC in the form attached hereto as Exhibit A. Thereafter, if
requested by the Investor at any time, the Company shall require
its counsel to deliver to the Buyer a written confirmation as to
whether or not the effectiveness of such registration statement has
lapsed at any time for any reason (including, without limitation,
the issuance of a stop order) and whether or not the prospectus is
current and available to the Investor for sale of all of the
Registrable Securities.


 


m. The
Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


 


 




 

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4. OBLIGATIONS
OF THE INVESTOR.


 


a. The
Company shall notify the Investor in writing of the information the
Company reasonably requires from the Investor in connection with
any registration statement hereunder. The Investor shall furnish to
the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required
to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the
Company may reasonably request.


 


b. The
Investor agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and
filing of any registration statement hereunder.


 


c. The
Investor agrees that, upon receipt of any notice from the Company
of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the
Investor will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such
Registrable Securities until the Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by
Section 3(f) or the first sentence of 3(e). Notwithstanding
anything to the contrary, the Company shall cause its transfer
agent to promptly deliver shares of Common Stock without any
restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for
sale prior to the Investor’s receipt of a notice from the
Company of the happening of any event of the kind described in
Section 3(f) or the first sentence of Section 3(e) and for which
the Investor has not yet settled.


 


5. EXPENSES
OF REGISTRATION.


 


All
reasonable expenses, other than sales or brokerage commissions,
incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel
for the Company, shall be paid by the Company.


 


 




 

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6. INDEMNIFICATION.


 


a. To
the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the
directors, officers, partners, employees, agents, representatives
of the Investor and each Person, if any, who controls the Investor
within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (each, an
“Indemnified
Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs,
attorneys’ fees, amounts paid in settlement or expenses,
joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in the Registration
Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other
“blue
sky” laws of any jurisdiction in which Registrable
Securities are offered, or the omission or alleged omission to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement or
any New Registration Statement or (iv) any material violation by
the Company of this Agreement (the matters in the foregoing clauses
(i) through (iv) being, collectively, “Violations”). The Company
shall reimburse each Indemnified Person promptly as such expenses
are incurred and are due and payable, for any reasonable legal fees
or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by
an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information
about the Investor furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration
Statement or any such amendment thereof or supplement thereto, if
such prospectus was timely made available by the Company upon
Investor’s request pursuant to Section 3(c) or Section 3(e);
(ii) with respect to any superseded prospectus, shall not inure to
the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact
contained in the superseded prospectus was corrected in the revised
prospectus, as then amended or supplemented, if such revised
prospectus was timely made available by the Company upon
Investor’s request pursuant to Section 3(c) or Section 3(e),
and the Indemnified Person was promptly advised in writing not to
use the incorrect prospectus prior to the use giving rise to a
violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be
delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company upon
Investor’s request pursuant to Section 3(c) or Section 3(e);
and (iv) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of
the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and
shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.


 


 




 

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b.
Promptly after receipt by an Indemnified Person or Indemnified
Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be
made against any indemnifying party under this Section 6, deliver
to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have
the right to retain its own counsel with the fees and expenses to
be paid by the indemnifying party, if, in the reasonable opinion of
counsel retained by the indemnifying party, the representation by
such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any
action, claim or proceeding effectuated without its written
consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such claim or litigation.
Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such
action.


 


c. The
indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or
Indemnified Damages are incurred.


 


d. The
indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and
(ii) any liabilities the indemnifying party may be subject to
pursuant to the law.


 


7. CONTRIBUTION.


 


To the
extent any indemnification by an indemnifying party is prohibited
or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that: (i) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any seller of Registrable Securities who was
not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale
of such Registrable Securities.


 


8. REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With a
view to making available to the Investor the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to
sell securities of the Company to the public without registration
(“Rule
144”), the Company agrees, at the Company’s sole
expense, to:


 


a. make
and keep public information available, as those terms are
understood and defined in Rule 144;


  


 




 

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b. use
reasonable efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the
Securities Act and the Exchange Act so long as the Company remains
subject to such requirements and the filing of such reports and
other documents is required for the applicable provisions of Rule
144;


 


c.
furnish to the Investor so long as the Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting and or disclosure
provisions of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably
requested to permit the Investor to sell such securities pursuant
to Rule 144 without registration; and


 


d. take
such additional action as is requested by the Investor to enable
the Investor to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal
opinions, consents, certificates, resolutions and instructions to
the Company’s Transfer Agent as may be requested from time to
time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities
pursuant to Rule 144.


  


9. ASSIGNMENT
OF REGISTRATION RIGHTS.


 


The
Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the
Investor. The Investor may not assign its rights under this
Agreement without the written consent of the Company.


 


10. AMENDMENT
OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be amended or waived by the parties
from and after the date that is one Business Day immediately
preceding the initial filing of the Registration Statement with the
SEC. Subject to the immediately preceding sentence, no provision of
this Agreement may be (i) amended other than by a written
instrument signed by both parties hereto or (ii) waived other than
in a written instrument signed by the party against whom
enforcement of such waiver is sought. Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not
operate as a waiver thereof.


 


11. MISCELLANEOUS.


 


a. A
Person is deemed to be a holder of Registrable Securities whenever
such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered
owner of such Registrable Securities.


 


 




 

10








 






 

 


b. Any
notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile or email (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a
nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses
for such communications shall be:


 


If
to the Company:


 



TPT GLOBAL TECH, INC.



TPT Global Tech, Inc.



501 West Broadway



Suite 800



San Diego, CA 92101



Attn: Stephen Thomas



Email: stephen@tptglobaltech.com


 



with a copy to (which copy shall not constitute
notice):


 


If
to the Buyer:


 


AN
INSITITUTIONAL INVESTOR


 


 



with a copy to (which copy shall not constitute
notice):


 


or at
such other address and/or email number and/or to the attention of
such other person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to
the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the
sender’s facsimile machine or email account containing the
time, date, recipient facsimile number or email address, as
applicable, and an image of the first page of such transmission or
(C) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.


 


c. All
questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State
of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in New York,
New York for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by
law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in
any other jurisdiction. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY. 


 


 




 

11








 






 

 


d. This
Agreement, Purchase Agreement and the other Transaction Documents
(as defined in the Purchase Agreement) constitute the entire
agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement and the other Transaction
Documents supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and
thereof.


 


e.
Subject to the requirements of Section 9, this Agreement shall
inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto.


 


f. The
headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning
hereof.


 


g. This
Agreement may be executed in identical counterparts, each of which
shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by email in a
“.pdf”
format data file of a copy of this Agreement bearing the signature
of the party so delivering this Agreement.


 


h. Each
party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


 


i. The
language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any
party.


 


j. This
Agreement is intended for the benefit of the parties hereto and
their respective successors and permitted assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any
other Person.


 


 



** signature page follows **


 




 

12








 






 


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


 


	
 

	


THE COMPANY:


	
 

	


TPT GLOBAL TECH, INC.


 


 


By:
_________________________________


Name:
Stephen
Thomas


Title:
Chief Executive Officer


	
 

	

 



THE INVESTOR:


 



AN INSITITUTIONAL INVESTOR


 


 


By:
__________________________________


Name:
Institutional Investor


Title:
Managing Director


	
 







 




 

13








 







EXHIBIT A



 



TO REGISTRATION RIGHTS AGREEMENT



 



FORM OF NOTICE OF EFFECTIVENESS 



OF REGISTRATION STATEMENT



 


_____________,
2021


 


Re:
[__________]


 


Ladies
and Gentlemen:


 


We are
counsel to TPT GLOBAL
TECH, INC., a Nevada corporation (the “Company”), and have
represented the Company in connection with that certain Common
Stock Purchase Agreement, dated as of May 28, 2021 (the
“Purchase
Agreement”), entered into by and between the Company
and AN INSTITUTIONAL INVESTOR (the “Buyer”) pursuant to which
the Company has the right, but not the obligation, to sell and
issue to the Buyer shares of the Company’s common stock, in
an amount up to Five Million Dollars ($5,000,000) (the
“Purchase Notice
Shares”), in accordance with the terms of the Purchase
Agreement. In connection with the transactions contemplated by the
Purchase Agreement, the Company has registered with the U.S.
Securities and Exchange Commission the following shares of common
stock:


 


(1)
Purchase Notice Shares to be issued to the Buyer upon purchase from
the Company by the Buyer from time to time in accordance with the
Purchase Agreement



 


Pursuant to the
Purchase Agreement, the Company also has entered into a
Registration Rights Agreement, of even date with the Purchase
Agreement with the Buyer (the “Registration Rights
Agreement”) pursuant to which the Company agreed,
among other things, to register the Purchase Notice Shares and
Fixed Purchase Notice Shares under the Securities Act of 1933, as
amended (the “Securities Act”). In
connection with the Company’s obligations under the Purchase
Agreement and the Registration Rights Agreement, on [__________],
2021, the Company filed a Registration Statement (File No. [
]-[__________]) (the “Registration Statement”)
with the Securities and Exchange Commission (the
“SEC”)
relating to the resale of the Purchase Notice Shares and Fixed
Purchase Notice Shares.


 


In
connection with the foregoing, we advise you that a member of the
SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective
under the Securities Act at [__________] [A.M./P.M.] on
[__________], 2021 and we have no knowledge, after telephonic
inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by,
the SEC and the Purchase Notice Shares and Fixed Purchase Notice
Shares are available for resale under the Securities Act pursuant
to the Registration Statement and may be issued without any
restrictive legend.


 


	
 

	

Very
truly yours,


	
 

	

[Company
Counsel]


 


By:
________________________________


	

cc: An
Institutional Investor

	
 

	
 







 


 

 


 

 




 

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