EXHIBIT 10.21 Merger, Assignment and Shareholder Agreement

EXHIBIT 10.21

Merger, Assignment and Shareholder Agreement

This Merger Agreement (hereinafter the "Agreement") is entered into effective as of this August 15, 2007, by and among TMT Capital Corporation., a Florida corporation (hereinafter "TMTP"),  Worldwide Wireless, LLC, a Nevada limited liability corporation (hereinafter “WWW”), Freedom Wireless Corporation, a Florida corporation (hereinafter “FREE”), and five individuals, and/or through their own respective entity, Manny Vierra, Chris van der Merwe, Jerry Berman, Mike Benkert and Steve HSV, who each independently, desire and agree to become shareholders in the post-merger FREE (hereinafter “Individuals”), the owners of the outstanding pre-merger shares of common stock of TMTP (hereinafter the "TMTP Shareholders"), the owners of the outstanding pre-merger shares of common stock of WWW (hereinafter the "WWW Managing Members & Shareholders").  TMTP, WWW, FREE, and Individuals are all collectively (hereinafter named “All Parties”), and

WHEREAS, the TMTP Shareholders own all of the issued and outstanding common stock of TMTP (the "TMTP Common Stock") and TMTP desires to acquire fifty one percent (51%), representing 37,418,778 shares of the issued and outstanding voting common stock of FREE (the “FREE Common Stock”), and 4,000,000 stock options, at par, in FREE (the “FREE Stock Options”) in exchange for thirty million shares (30,000,000) of voting common stock of TMTP, thereby making FREE a subsidiary of TMTP (hereinafter the “Merger”); and

WHEREAS, the Individuals shall receive, collectively, 15,000,000 TMTP stock options, at par, as outlined in Exhibit “Q”.  

WHEREAS, The Torruella Family Trust, LLC shall receive 10,000,000 FREE stock options, at par, Susan Stans will receive 2,000,000 FREE stock options at par, Charly McCue shall receive 1,000,000 stock options in FREE at par, and TMT Capital Corporation shall receive 2,000,000 stock options at par, as part of the Merger, and as outlined in Exhibit “Q”.

WHEREAS, the WWW Managing Members, Members, Officers and Shareholders, collectively referred to as “WWW” (as outlined in Exhibit “A”).  own all of the issued shares of WWW and all WWW liabilities, potential future liabilities, all WWW assets and potential future assets, including right, patents or assets that are tangible or intangible (hereinafter WWW Assets & Liabilities, as outlined in Exhibit “B”).  

WHEREAS, WWW owns certain assets and liabilities and desires and agrees to irrevocably assign all asset rights, remedies, benefits, agreements, whether tangible or intangible, in whole or in part, to FREE, on or before closing, and agrees to irrevocable assign all assets to FREE, (hereinafter  “WWW Assignment Agreement” as seen in Exhibit “C”); and

WHEREAS, Individuals, and/or through their own respective entity, (as outlined in Exhibit “D”) owns certain assets and liabilities (hereinafter “Individual Assets and Liabilities” as seen in Exhibit “E”); and desire to acquire forty nine percent (49%) 35,951,375 of the issued and outstanding voting common stock of FREE (as seen in Exhibit “P”), in exchange to enter in to agreements and assignments, whether in whole or in part, with FREE  and

WHEREAS, Individuals desire and agree to irrevocably assign all asset rights, remedies, benefits, agreements, whether tangible or intangible, in whole or in part (hereinafter “Individual Assignment Agreements” as outlined in Exhibit “F”) to FREE, on or before closing, that directly relate to the FREE business plan, (as outlined in Exhibit “G”) in exchange for FREE stock; and

WHEREAS, Individuals desire and agree to enter in to Confidentiality and Non-Compete Agreements, and certain other agreements (as individually outlined in Exhibit “I” as “Individual Documents”) on or before closing that directly relate to the FREE business plan, in exchange for FREE stock;  

WHEREAS, TMTP agrees to deliver thirty million shares (30,000,000) of voting common stock to FREE upon satisfactory receipt of all WWW and Individual Assignments, Documents & Agreements.

NOW THEREFORE, for the mutual consideration of the mutual promises, covenants and undertakings  set forth herein and other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, with the intent to be obligated legally and equitably, the parties agree as follows:

1. Plan of Merger & Assignments

It is hereby agreed that 51% (37,418,778) of the issued and outstanding capital stock of FREE shall be acquired by TMTP in exchange for (a) 30,000,000 shares of  TMTP common voting stock (b) the WWW Documents and Assignment Agreements to FREE, and (c) the Individual Documents & Assignments to FREE.

2. Exchange of Shares

All Parties shall agree that on the Closing Date or at the Closing as hereinafter defined, the TMTP Common Stock shall be delivered to FREE in exchange for the FREE Shares, and FREE shares shall be delivered to FREE Individuals, as follows:  

(a)  At Closing, TMTP shall, subject to the conditions set forth herein, issue an aggregate of thirty million (30,000,000), shares of TMTP Common  Stock for immediate delivery to the FREE Shareholders in exchange for thirty seven million four hundred eighteen seven hundred seventy eight shares(37,418,778) in order for TMTP ownership in FREE to equal fifty one(51%) of the total shares outstanding  after acquisition.

(b) At Closing, FREE shall, subject to the conditions set forth herein, issue an aggregate of 49% (35,951,375) shares of FREE Common  Stock for immediate delivery to the Individuals in exchange for certain documents and assignments.

3. Pre-Closing Events

The Closing is subject to the completion of the following:

(a) FREE shall have authorized 200 million shares of $0.01 par value common stock and on or before Closing in accordance with federal and state laws,

(b) WWW shall demonstrate to the reasonable satisfaction to TMTP that it has no other material assets, no liabilities contingent or fixed, and/or no third party agreements, no other corporations or assignments, other than those disclosed and attached hereto (hereinafter “WWW Related Outside Business” in Exhibit “J”).  WWW swears that there are no other agreements, third party compensation plans, affiliates, ownership agreements, assets or liabilities or corporations, or forms of corporations, that are directly or indirectly related to the operation of FREE, or could be construed as in competition with FREE..  .

(c ) Individuals shall to the reasonable satisfaction to TMTP that it has no other material assets, no liabilities contingent or fixed, and/or no third party agreements, no other corporations or assignments, other than those disclosed and attached hereto (hereinafter “Individual Related Outside Business” in Exhibit “K”). Individuals swear that there are no other agreements, third party compensation plans, affiliates, ownership agreements, assets or liabilities or corporations, or forms of corporations, that are directly or indirectly related to the operation of FREE, or could be construed as in competition with FREE..  .

4. Other Events Occurring at Closing:

At closing, the following shall occur::

With satisfaction of all other closing requirements, TMTP shall file an amendment to its Articles of Incorporation with the Secretary of State of the State of Florida effecting an amendment to its Articles of Incorporation to reflect (a) the issuance of additional 30,000,000 voting common shares, (b) the issuance of 30,000,000 voting common shares to FREE; and (c) the addition of Manny Vierra to the Board of Directors, (hereafter “TMT Closing Documents as seen in Exhibit “L”)

5.  Other Events Occurring after Closing

After closing the following shall occur:

(a)

Financing Transaction: TMTP, with the cooperation of All Parties, shall provide best efforts to obtain public and/or private company financing, to pay for the sales, marketing, production, inventories, payroll, infrastructure and administrative costs to develop FREE products and services.  All Parties shall collectively develop a new Business Plan (hereinafter “The New Plan”) to determine the amount of capital required for executing the First Phase of The New Plan.  The First Phase of The New Plan will consist of the first six months, planned company operating expenses, after acquiring the financing.  Upon financing acquisition TMTP will provide FREE a  Note (hereinafter the “Post-Merger Note”) in a form and substance satisfactory to the FREE board of directors, and subject to final documentation.  All Parties agree to have The New Plan completed, including itemization of all projected revenues and expenses in a detailed line itemed format on or before September 30, 2007.

(b)

Subject to approval, FREE will provide Individuals with a Note in a predetermined amount to satisfy all FREE approved, pre-merger expenses relating to assignments, and direct business expenses, assets and liabilities from which FREE benefits (“Individual Pre-Merger Expenses” as seen in Exhibit “M”).  

(c)

Post-Merger Expense Reporting & Procedures:  All Parties shall collectively prepare Monthly Expense Reporting & Procedure Rules for FREE (hereinafter “The Expense Report”) for FREE.  Immediately effective, after closing, all FREE company expense reports shall be filled out and submitted monthly.  Any expense above $100 must be approved by FREE in writing and/or by email format.  No Individual may enter in to any liability, expense, agreement or asset acquisition, above $100 without seeking approval from FREE.  All Parties agree to have The Expense Report & Procedure Rules completed on or before 30 days after closing.  Final Terms of the Rules shall be approved by the FREE Board of Directors.

(d)

Post- Merger Individual Expenses:  FREE shall post on the balance sheet, as a Note to Individual, any FREE approved Individual Company related expenses.  Final Terms of the Notes shall be determined by the FREE Board of Directors.

(e)

Assigned Liabilites to FREE:   FREE will guarantee payment of approved liabilities set forth in the Closing Documents  Any payments made by Individuals, prior to finance acquisition, shall go on the FREE balance sheet as a notes payable to Individual.  Final Terms of the Notes shall be determined by the FREE Board of Directors.

(f)

Employee Incentive Plan:  FREE shall enter in to an employment agreement, with certain individuals, which shall consist of base salary, benchmark bonuses, residual commissions, stock options and/or warrants in TMTP and FREE, health & life insurance and 401-K.  The employee compensation shall begin immediately upon financing of The Plan.  Within 30 days of closing, FREE shall establish the  terms of the Employee Incentive Plan.  Final Terms of the Employee Plan shall be determined by the FREE Board of Directors.

(g)

Employee Start-Date:  Upon The Plan funding, Manny Vierra agrees to immediately  provide his current employer no more than two weeks termination notice, and begin working full time and exclusively for FREE.

(h)

Buy / Sell Agreement:  TMTP will provide FREE two stock purchase right options: (1) TMTP grants FREE first right of refusal, on any acceptable third party purchase offer, for its common shares in FREE.  The first right of refusal will be granted to FREE during its life as a subsidiary of TMTP, or as an IPO, post-spin off.  (2) At any point after closing and during the first 2 years, and while FREE is a subsidiary of TMTP, TMTP has the option to sell to FREE, its shares in FREE at 100% premium to TMTP market stock price.  Market price shall be determined by the lower of the mean average value of the TMTP stock price, as recorded, over the previous 3 month period, or at the price per share of the last FREE PPM completely funded at the time the offer is made. FREE will have final veto rights on any new stock to be issued in FREE.

(i)

TMT Capital Corporation intends to spin off FREE as a separate publicly traded company (“IPO”), and will agree to sell, on a post-IPO basis, 22,011,045 shares to FREE and/or to Individuals. Benchmarks and timing for the spin off shall be determined by the board of directors of FREE and TMTP.  

(j)

On or as soon as practicable after the Closing Date, FREE will immediately cause to be issued, the FREE Shareholders their stock certificates and option agreements, representing their shares of FREE Common Stock, for which the shares of FREE Common Stock are to be exchanged at Closing.

(k)

On or as soon as practicable after the Closing Date, TMTP will immediately cause to be issued, the TMTP stock certificates and option agreements, representing their shares of TMTP Common Stock, for which the shares of TMTP Common Stock are to be exchanged at Closing.

(l)

All Parties will be restricted in their sales of the TMTP & FREE Shares and Options in accordance with the amount limitations of Rule 144 for “insiders” or “affiliates”.

6. Representations of WWW:

Each WWW Managing Member & Officer hereby represents and warrants effective this date and the Closing Date as follows:

(a)

Except as may be noted in Exhibit "B", WWW is free from claims, liens, or other encumbrances, and at the Closing Date and WWW will have good title and the qualified right to transfer and dispose of such documents, agreements and assignments;

(b)

Said WWW Managing Member is the sole owner of the issued and outstanding WWW Stock as set forth in Exhibit "A";

(c)

WWW is not a party to any material pending litigation or, to its best knowledge, any governmental investigation or proceeding, and to its best knowledge, no material litigation, claims, assessments or any governmental proceedings are threatened against WWW.

(d)

WWW has no subsidiary or affiliated corporations except as described in writing to TMTP in Exhibit “J”.

(e)

WWW has made all material corporate financial records, minute books, and other corporate documents, agreements and records available for review to present management of TMTP and FREE prior to the Closing Date, during reasonable business hours and on reasonable notice.

(f)

All disclosure information regarding WWW, which is to be set forth in disclosure documents of WWW or otherwise delivered to TMTP by WWW, for use in connection with the Merger described herein is true, complete and accurate in all material respects.

(g)

WWW represents that the only liabilities that exist, related to FREE new business, are detailed on Exhibit “B”

(h)

WWW has not entered in to any distribution or territory agreements for related products or services, or granted any rights to products or services other than what is detailed in Exhibit “B”.

(i)

At Closing, the of