Consideration 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:
Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Seller is as follows: In consideration for all assets of Seller, including ownership in Seller (“Seller Interest”), as specifically listed and identified on Exhibit A and Exhibit B, collectively,
a) TPTG shall issue to Seller 6,500,000 shares of restricted Common Stock of TPTG with the rights and privileges equal to the common stock of TPTG;
b) Seller will receive a promissory note (“Promissory Note”) in the amount of one million six hundred thousand dollars ($1,600,000). Said promissory note must be fully funded by a cash deposit into a bank account as prescribed by Seller within thirteen (13) months of the Closing. In addition, TPTG agrees that the use of proceeds for any public offering after the current Form S-1 filing, which is intended to be in the next twelve months, will include the payoff of the promissory note.
c) Together with the Closing, TPTG shall grant to Seller a security interest in the Seller Interest and Blue Collar assets to secure TPTG’s obligations under the Promissory Note and the Agreement (the “TPTG Obligations.) In order to protect the Seller, TPTG shall execute the Pledge Agreement with covenants set forth in in the Security Agreement, and Exhibit C to the Acquisition Agreement shall no longer be effective. . The Acquisition is effective as of the date September 1, 2018 For clarity, Seller has an additional right to exercise its rights under the Security Agreement which shall allow foreclosure thereunder if any of the covenants of paragraphs 1.01(a), (b) and (c) are not met twelve months (12) after the closing without cost to seller.
Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Shareholders isDRA FT as follows: In consideration for the Purchased Shares as well as assets, liabilities, intellectual property, and technology of SDM as listed on Exhibit B, collectively,
a) the Purchaser shall issue 750,0000 shares of Common Stock of TPTG with the rights and privileges equal to all common stock of TPTG. All other terms and conditions of the Agreement shall not be modified in this Amendment #1 and shall remain in full force and effect and be considered incorporated herein as part of Amendment #1.
Consideration for Acquisition. The exchange consideration deliverable at Closing (as herein defined) by TPTG to Shareholders is as follows:
a) In consideration for all combined Copperhead Digital Holdings, Inc. "Preferred Stock" and "Series B Preferred Stock," together with any and all accrued interest , collectively, the Purchaser shall issue 1,000,000 shares of restricted Series B Convertible Preferred Stock of TPTG with the Designation of Rights and Privileges as set forth on Exhibit l.0l(a)-i to those persons or entities in the amounts set forth on Exhibit 1.01(a)-ii.
b) In consideration for the combined "Broadriver Note" and "FCN Note" together with any and all accrued interest , collectively (an estimated $I,091,801.48 pre audit, actual amount to be determined in audit), Buyer shall issue 545,000 shares of restricted Series B Convertible Preferred Stock of Purchaser.
c) In consideration for all of the Common Shares of Copperhead Digital Holdings, Inc., Purchaser shall issue 440,000 restricted Common Shares in TPT Global Tech, Inc. to those persons in the amounts listed on Exhibit 1.0l(b)-i
d) $2,500,000 in the form of assumption of a promissory note to Bank of Arizona (to which Bank of Arizona must consent) for which there shall be added a privilege for the principal and interest to be convertible at or prior to maturity to one million
(1, 000,000) TPTG common shares @ a 10% discount to the 10 day average market closing price preceding date of conversion per share, in the form attached hereto as Exhibit 1.01(c)-1, and by this reference made a part hereof, which is secured by the cash, cash-equivalents, accounts receivable, fixtures , furniture, equipment, intangible assets (including intellectual property), and inventory of Acquiree pursuant to the terms and conditions of the existing security agreement, by this reference made part hereof.
e) For any monies invested to bring the accounts payable current by Seller after November 1, 2014, as described below, Seller shall receive a promissory note convertible at the option of the holder, or have the right to Common Stock at Fifty Cents ($0.50 USD) per share for two years.
Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Seller is as follows: In consideration for all assets of Seller, including ownership in Seller (“Seller Interest”), as specifically listed and identified on Exhibit A and Exhibit B, collectively,
a) TPTG shall issue to Seller 6,500,000 shares of restricted Common Stock of TPTG with the rights and privileges equal to the common stock of TPTG;
b) Seller will receive a promissory note (“Promissory Note”) in the amount of one million six hundred thousand dollars ($1,600,000). Said promissory note must be fully funded by a cash deposit into a bank account as prescribed by Seller within twelve (12) months of the Closing. In addition, TPTG agrees that the use of proceeds for any public offering after the current Form S-1 filing, which is intended to be in the next twelve months, will include the payoff of the promissory note.
c) Together with the Closing, TPTG shall grant to Seller a security interest in the Seller Interest and Blue Collar assets to secure TPTG’s obligations under the Promissory Note and the Agreement (the “TPTG Obligations. TPTG agrees that following Closing, Blue Collar shall remain and be operated as a separate, wholly-owned subsidiary of TPTG, with separate revenue, profit and loss responsibilities and allocations and shall be fully owned by TPTG but managed by Seller in accord with the terms of the Agreement. Further, TPTG shall not transfer or encumber its legal or beneficial interest in Blue Collar (or agree to do so) and shall retain all of the Blue Collar assets (except for sales, transfers and other dispositions made in the ordinary course of business with the approval of Seller) until such time as the TPTG Obligations have been paid in full, fully satisfied, and otherwise fulfilled by TPTG, unless otherwise agreed in writing by the Seller. Further, TPTG shall not make any allocations or profit distributions other than in the ordinary course which shall, if made, be applied against the amount due under the Note. Without limiting the foregoing, in order to protect the Seller, TPTG shall also agree to the covenants set forth in Exhibit C. The Acquisition shall become effective upon the delivery of the bills of sale, assignments of patents, trademarks, source code, and technology, if any, to TPTG simultaneously with the delivery of the consideration and fulfillment of all of the terms specified in paragraphs 1.01(a), (b) and (c) by TPTG to the shareholders of Seller. F...
Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to the Seller and Owners is as follows: In consideration for all the Assets as listed on Exhibit B, collectively,
a) The Purchaser shall be issue to the owners of Seller 4,000,000 shares of restricted Common Stock of TPTG with the rights and privileges equal to the common stock of TPTG;
b) Owners of Seller will receive a promissory note in the amount of $4,000,000 USD payable at the closing, or as agreed by Parties;
c) Xxxxx Xxxxxx, principal owner of the Seller and the Assets, will receive an employment agreement whereas he will receive $10,000 per month in salary for five years and will be entitled to salary increases periodically over the term of the employment agreement as agreed to between him and TPTG among other customary terms of an employment agreement.
d) Any previous code that has been sourced to others by the Seller or Xxxxx Xxxxxx will not be included or a part of this acquisition agreement.
Consideration for Acquisition. With a reasonable time after the execution of this Agreement, not to exceed 30 days unless specifically set out below, Participants shall provide to Operator consideration as listed below for 100% of the Membership Units of BakkenQuest LLC.:
1) Eco-Trade agrees to pay a one-time fee within 45 days from execution of this Agreement, of $1,500,000, such payment, which upon mutual agreement between the Parties, may be paid from Participant’s initial Working Interest and Net Revenue Interest from any Prospect Xxxxx.
2) Eco-Trade shall issue to Lanin, 150,000,000 restricted shares in the capital stock of Eco-Trade.
3) Eco-Trade shall grant to Lanin an option to purchase 10,000,000 shares at a price of $1.00 per share, such Warrant Agreement attached as Exhibit “E” hereto.
4) Eco-Trade agrees on a best efforts basis only, to provide $5.5 million for Capital Expenditures (“CAPEX #1”) development on a turnkey basis with Lanin as Operator and Co-Owner, through completion of the well to the tanks. Lanin will receive a 10% Net Revenue Interest Should this CAPEX #1 not occur by the date which is one year following the date of this Agreement, Lanin shall have the option to reclaim and resell at its discretion 60% of the Membership Units.
5) Eco-Trade additionally agrees on a best efforts basis only, to provide up to $11 million drilling and development costs on the second and third Prospect Well (“CAPEX #2”). Lanin will receive a 10% . This percentage split between Lanin and Eco-Trade of Net Revenue interest shall remain in effect over all subsequent xxxxx drilled on the property. Should this CAPEX #2 not occur by the date which is two years following the date of this Agreement, Lanin shall have the option to reclaim and resell at its discretion 40% of the Membership Units.
Consideration for Acquisition. The consideration deliverable at Closing by TPTG to Seller is as follows:
a) TPTG shall issue fully paid and non-assessable 200,000 shares of restricted Series B Convertible Preferred Stock of TPTG with the Designation of Rights and Privileges as set forth in Exhibit B.
b) TPTG will make available, as agreed upon by the Seller and TPTG, $50,000 USD working capital for operating activities of the Assets related to wholesale network expansion, specifically deposits in order to increase network capacity.
c) TPTG will pay Seller Ten Thousand Dollars ($10,000) upon signing the Agreement.
Consideration for Acquisition. The consideration deliverable at Closing (as herein defined) by TPTG to Interest Holders is as follows: In consideration for all the Purchased Assets listed on Exhibit B, collectively,
a) the Purchaser shall issue 2,100,000 shares of restricted Common Stock of TPTG with all the rights and privileges to that pertaining to the Common Stock of TPTG,
b) The Interest Holders will receive a cash payment of $350,000 payable at closing or as agreed by the parties,
c) TPTG commits to a cash infusion of $500,000 to be used as working capital to advance the technology being acquired,
d) Interest Holders will be entitled to a royalty of $5.00 for each phone sold in perpetuity.
Consideration for Acquisition. In consideration of the acquisition of the FangXing Stock, the FangXing Shareholders shall receive the Merger Shares, which shall not be registered for resale under the Securities Act of 1933, as amended (the “Securities Act”), and may not be resold by the FangXing Shareholders without registration, or pursuant to an exemption from registration, under the Securities Act. Certificates issued to the FangXing shareholders representing the Merger Share (the “Merger Share Certificates”) shall bear a restrictive legend in the following form. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED