PLACEMENT AGENT FEE AGREEMENT AMENDMENT NO. 2
EXHIBIT 6.38
AMENDMENT NO. 2
TPT
Global Tech, Inc. ("TPT") and CIM Securities, LLC,
("Placement
Agent"), pursuant to Section 20 of the Placement Agent Fee
Agreement (the "Agreement") between TPT and the
Placement Agent and dated November 11, 2020 hereby amend certain
provisions of the Agreement as herein specified. It supersedes the
CIM Engagement Agreement, and any amendments thereto, with regards
to the terms of compensation related to the $38,000,000 Reg. A
Offering of Series D Preferred Stock of TPT Global Tech, Inc. To
the extent there is any conflict between the CIM Engagement
Agreement and this Agreement, the terms hereof shall prevail and
govern.
l.
Term: The engagement of Placement Agent by TPT under
Section I of the Agreement is extended to January l,
2022.
2.
Expense Allowance:
Section 3 of the Agreement is amended
to read:
Expense
Allowance. TPT shall pay to CIM, as a non-accountable expense
allowance, with payments of commissions, an additional amount equal
to two per cent (2%) of the gross proceeds received by TPT from
subscriptions solicited by CIM or by a broker dealer engaged by CIM
to act as a Sub-Agent. The expenses and services shall be those as
described in the Placement Agent Agreement. Such shall be paid from
the proceeds of the closing of such subscriptions. Provided,
however, the $15,000 payment made by TPT to CIM under the May 21,
2020 Engagement Agreement shall be credited against any additional
payment.
3.
Warrants: Section 4 of the Agreement is amended to
read:
Warrants.
Upon conclusion of the offering, TPT shall issue to CIM or its
Sub-Agent Broker Dealers, or its designees, warrants to purchase a
number of the Series D Preferred Shares in an amount equal to six
percent (6%) of the number of Series D Preferred Shares issued in
the offering which CIM or its subagent solicited the subscription
for. The exercise price for such warrants shall be six dollars
(being 120% of the offering price of the Series D Preferred
Shares). The Warrants shall not be exercisable until 180 days after
the issuance of the Warrants and will cease to be exercisable four
years following the commencement of the offering. Warrant form is
attached and made a part hereof by this reference. Warrants may be
assigned to Sub-Agents by Placement Agent.
Registration
Rights.
Should
TPT intend to file a registration statement within seven years from
the commencement of the Offering of Series D Shares for which the
Warrant have been issued and such Registration Statement relates to
the shares issuable or issued upon exercise of such Warrant, TPT
shall provide such holder written notice of such intended filing.
Such holder shall have ten business days to provide notice to TPT
of the holder’s election to include such shares in such
registration statement. This participatory right is the only
registration rights associated with the Warrant.
4.
Payments to CIM:
Section 5 of the Agreement is removed
and shall have no force and effect.
5.
Continued
Effectiveness: Except as
modified by this Amendment, the Agreement remains in full force and
effect.
6.
Effective Date:
This Amendment is effective as of June
30, 2021.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Amendment in one or more counterparts and authorize
electronic transmission of such counterparts.
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CIM SECURITIES, LLC
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By: /s/ Xxxxxxx X. Xxxxxx III
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By: /s/ Xxx Xxxx
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Its: CEO
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Its: President
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