Common use of Consideration for Acquisition Clause in Contracts

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 Amendment #1 shall no longer be effective. . The Acquisition is effective as of the date April 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 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 Amendment #1 Acquisition Agreement shall no longer be effective. . The Acquisition is effective as of the date April September 1, 2018. 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.