Agreement and Plan of Merger by and among Total Sports Media, Inc. (the Company), F Squared Hemp Inc. and FSH Merger Sub, LLC

EX-2.1 2 tsmi_ex21.htm AGREEMENT AND PLAN OF MERGER tsmi_ex21.htm

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

TOTAL SPORTS MEDIA, INC.,

FSH MERGER SUB, LLC.

AND

F SQUARED HEMP, INC.

March 8, 2019

TABLE OF CONTENTS

		Page

ARTICLE I CERTAIN DEFINITIONS		5

ARTICLE II THE TRANSACTION		10

Section 2.1	The Merger	10
Section 2.2	Closing, Effective Time	10
Section 2.3	Corporate Structure of Surviving Corporation; Appointment of New Directors and Officers of TSMI and the Surviving Corporation	10
Section 2.4	Consideration	11
Section 2.5	Closing of Transfer Books	12
Section 2.6	Effect on F Squared Hemp Common Stock	12
Section 2.7	Certificate Legends	12
Section 2.8	Tax and Accounting Consequences	13
Section 2.9	Conversion of Merger Sub Common Stock	13
Section2.10	Amendment of TSMI Articles of Incorporation	13
Section 2.11	TSMI Will Not Assume Certain Obligations of F Squared Hemp	13

ARTICLE III REPRESENTATIONS AND WARRANTIES OF F SQUARED HEMP		13
Section 3.1	Organization, Qualification and Corporate Power	14
Section 3.2	Certificate of Incorporation and Bylaws	14
Section 3.3	Capitalization	14
Section 3.4	Authorization of Transaction	15
Section 3.5	Non-contravention	15
Section 3.6	Financial Statements	15
Section 3.7	Absence of Certain Changes	15
Section 3.8	Related Party Transactions	16
Section 3.9	Tax Matters	16
Section 3.10	Assets; Equipment and Real Property.	16
Section 3.11	Intellectual Property.	17
Section 3.12	Contracts	17
Section 3.13	Finder’s Fee	17
Section 3.14	Permits	17
Section 3.15	Litigation	17
Section 3.16	Legal Compliance	18
Section 3.17	Employees	18
Section 3.18	Employee Benefits	18

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TSMI AND MERGER SUB		18
Section 4.1	Organization, Qualification and Corporate Power	18
Section 4.2	Certificate of Incorporation and Bylaws	19
Section 4.3	Capitalization	19
Section 4.4	Authorization of Transaction	20
Section 4.5	Non-contravention	20
Section 4.6	SEC Reports; TSMI Financial Statements	20
Section 4.7	Employees	21
Section 4.8	Total Ad Solutions – Spin-off	21
Section 4.9	Tax Matters	21
Section 4.10	Assets; Equipment and Real Property	22
Section 4.11	Intellectual Property	22
Section 4.12	Contracts	22

Section 4.13	Finder’s Fees	22
Section 4.14	Litigation	22
Section 4.15	Legal Compliance	22
Section 4.16	Merger Shares	23
Section 4.17	Business of Merger Sub	23
Section 4.18	Loans to Executive Officers and Directors	23

ARTICLE V CONDITIONS TO CONSUMMATION OF MERGER		23
Section 5.1	Conditions to Each Party’s Obligations	23
Section 5.2	Conditions to Obligations of TSMI and Merger Sub	24
Section 5.3	Conditions to Obligations of F Squared Hemp	25

ARTICLE VI ADDITIONAL AGREEMENTS		27
Section 6.1	Issuance of Merger Shares Pursuant to Section 4(a)(2)	27
Section 6.2	Further Assurances	28
Section 6.3	Conduct of Business	28
Section 6.4	Stockholder Appraisal Rights	28

ARTIVLE VII POST-CLOSING COVENANTS		28
Section 7.1	Indemnification of Officers and Directors	28
Section 7.2	Disclosure	28

ARTICLE VIII INDEMNIFICATION		29
Section 8.1	Survival of Representations, Warranties and Covenants	29
Section 8.2	Indemnification of TSMI	29
Section 8.3	Indemnification of F Squared Hemp	30
Section 8.4	General Notice and Procedural Requirements for Indemnity Claims	30
Section 8.5	Notice and Procedural Requirements for Third Party Claims	30
Section 8.6	Notice and Procedural Requirements for Direct Claims	32
Section 8.7	Limitations	32

ARTICLE IX MISCELLANEOUS		32
Section 9.1	No Third-Party Beneficiaries	32
Section 9.2	Entire Agreement	33
Section 9.3	Succession and Assignment	33
Section 9.4	Termination, Amendment and Waiver	33
Section 9.5	Counterparts, Facsimile Signatures	34
Section 9.6	Headings	34
Section 9.7	Notices	34
Section 9.8	Governing Law	35
Section 9.9	Arbitration	36
Section 9.10	Severability	36
Section 9.11	Incorporation of Exhibits, Schedules and Recitals	36

Exhibits:
Exhibit A – Securities Assumed by TSMI	A-1
Exbibit B – F Squared Hemp Disclosure Schedule	B-1
Exhibit C – TSMI Disclosure Schedule	C-1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 8, 2019, by and among TOTAL SPORTS MEDIA INC., a Wyoming corporation (“TSMI”), FSH MERGER SUB, LLC., a Wyoming limited liability company and a wholly-owned subsidiary of TSMI (the “Merger Sub”), and F SQUARED HEMP, LLC., a Montana company (the “F Squared Hemp”). TSMI, Merger Sub, and F Squared Hemp each, individually, a “Party” or, collectively, the “Parties.”

RECITALS

WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which F Squared Hemp shall combine with TSMI pursuant to a merger (the “Merger”) in accordance with the Wyoming Business Corporation Act (the “WBCA”) and the Montana Limited Liability Company Act (the “MLLCA”) and the terms of this Agreement, whereby Merger Sub will merge with and into F Squared Hemp, with F Squared Hemp continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of TSMI (the “Surviving Corporation”);

WHEREAS, the Parties, by executing this Agreement, hereby adopt this Agreement as a

“plan of reorganization” within the meaning of Section 368 of the Code (as hereinafter defined);

WHEREAS, the Board of Directors of TSMI has approved TSMI’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby in accordance with the WBCA and Bylaws of TSMI;

WHEREAS, the Board of Directors of Merger Sub has approved Merger Sub’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby in accordance with the WBCA and Bylaws of Merger Sub;

WHEREAS, the Board of Directors of F Squared Hemp has approved F Squared Hemp’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby in accordance with the MLLCA and Bylaws of F Squared Hemp;

WHEREAS, the stockholders holding a majority of the voting capital stock of F Squared Hemp have approved F Squared Hemp’s entry into this Agreement and the consummation of the transactions contemplated hereby in accordance with the MLLCA and Bylaws of F Squared Hemp; and

WHEREAS, the Board of Directors of TSMI, in TSMI’s capacity as the holder of 100% of the issued and outstanding voting shares of capital stock of Merger Sub, has approved Merger Sub’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby in accordance with the WBCA and Bylaws of Merger Sub.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, agreements and covenants herein contained, and for good and other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

The following terms, undefined in the text of this Agreement, shall have the following meanings:

“TSMI Common Stock” shall mean the common stock, par value $0.0001 per share, of TSMI.

“TSMI Contract” shall mean any agreement, contract, obligation, arrangement or understanding, whether oral or written, including any amendment, supplement, restatement, renewal or replacement thereto: (i) to which TSMI is a party; (ii) by which TSMI or any of its assets is or may become bound or under which TSMI has, or may become subject to, any obligation; or (iii) under which TSMI has or may acquire any right or interest.

“TSMI Parties” shall mean, collectively, TSMI and Merger Sub.

“TSMI Preferred Stock” shall mean the series A, B, C, D and E preferred stock, par value $0.0001 per share, of TSMI.

“Affiliate” shall mean, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by or under common control with such Person. For purposes of this definition, a Person is deemed to “control” an Entity if such Person, directly or indirectly: (i) has the power to direct the management or policies of such Entity; or (ii) owns, beneficially or of record (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s Board of Directors or other governing body, or (b) at least fifty percent (50%) of the outstanding equity or financial interests of such Entity.

“Board of Directors” shall mean the sitting board of directors of an Entity as of the date of this Agreement.

“Business Day” shall mean any day except Saturday, Sunday, any day that is a Federal legal holiday in the United States or any day on which banking institutions are authorized or required by law or other governmental action to close.

“Closing Documents” shall mean documents, certificates or other instruments delivered or to be delivered by or on behalf of TSMI, Merger Sub and F Squared Hemp at the Closing pursuant to Article V of this Agreement.

“Code” shall mean United States Internal Revenue Code of 1986, as amended.

“Commission” shall mean the United States Securities and Exchange Commission.

“Consent” shall mean any approval, consent, ratification, permission, waiver or authorization of any third party (including any Governmental Body).

“Employee Benefit Plan” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of ERISA, any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation, including, without limitation, insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, options or other forms of incentive compensation or post-retirement compensation.

“Entity” shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, limited liability company, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” shall mean any Entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes F Squared Hemp.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“GAAP” shall mean generally accepted accounting principles applicable in the United States of America.

“Governmental Body” shall mean any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, supranational or other government; or (iii) governmental, self-regulatory or quasi-governmental authority of any nature, including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal.

“including,” “include,” “includes,” shall be construed as if followed by the phrase “without limitation.”

“Intellectual Property” shall mean all intellectual property owned or used in the conduct of the business of any Party, as it is currently conducted, including, but not limited to: (i) all United States and foreign patents (both issued and applied for) listed on the F Squared Hemp Disclosure Schedule or TSMI Disclosure Schedule, as applicable, (ii) all trademarks, trade names, service marks, copyrights, and all applications for such trademarks, trade names, service marks and copyrights, and all patent rights in each case listed on the F Squared Hemp Disclosure Schedule or TSMI Disclosure Schedule, as applicable, and (iii) all trade secrets, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material, and all Third Party Intellectual Property Rights including, without limitation, issued United States and foreign patents, patent rights and patent applications (excluding packaged commercially available licensed software programs sold to the public) owned by or for which any Party has acquired the rights to use whether by license or otherwise.

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.11.

“Knowledge” shall mean (a) when made with reference to F Squared Hemp, the actual knowledge of the executive officers and directors of F Squared Hemp without duty of inquiry or investigation, and (b) when made with reference to TSMI, the actual knowledge of the executive officers and directors of TSMI without duty of inquiry or investigation.

“Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Legal Requirements” shall mean any federal, state, local, municipal, foreign, international, multinational or other law, statute, constitution, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

“Liabilities” shall mean any debt, obligation, duty or liability of any nature regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business of F Squared Hemp and not material to F Squared Hemp, and (iv) liens for current Taxes that are being contested in good faith.

“Material Adverse Effect” when used in connection with a Party means any change, event, circumstance or effect whether or not such change, event, circumstance or effect is caused by or arises in connection with a breach of a representation, warranty, covenant or agreement of such Party in this Agreement that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition, operations or results of operations of such Party taken as a whole with its subsidiaries, except to the extent that any such change, event, circumstance or effect results from (i) changes in general economic conditions, (ii) changes affecting the industry generally in which such Party operates, or (iii) changes in the trading prices for such Party’s capital stock.

“Material Contract” shall mean any contract, instrument or other agreement to which TSMI, Merger Sub, or F Squared Hemp, as the case may be, is a party or by which it is bound which is material to its business taken as a whole.

“Merger Shares” shall mean the shares of TSMI Common Stock and TSMI Preferred Stock issuable to the stockholders of F Squared Hemp in exchange for F Squared Hemp Common Stock as a result of the Merger, pursuant to the provisions of Article II hereof.

“Merger Sub Common Stock” shall mean the common stock, par value $0.0001 per share, of Merger Sub.

“F Squared Hemp Common Stock” shall mean the common stock, $0.0001 par value per share, of F Squared Hemp.

“F Squared Hemp Contract” shall mean any agreement, contract, obligation, arrangement or understanding, whether oral or written, including any amendment, supplement, restatement, renewal or replacement thereto: (i) to which F Squared Hemp is a party; (ii) by which F Squared Hemp or any of its assets is bound or under which F Squared Hemp has, or may become subject to, any obligation; or (iii) under which F Squared Hemp has or may acquire any right or interest.

“F Squared Hemp Stockholders” shall mean the holders of the F Squared Hemp Common Stock as of the Effective Time.

“Order” shall mean any writ, decree, permanent injunction, order or similar action used in a Legal Proceeding.

“Permits” shall mean all permits, licenses, registrations, certificates, Orders or approvals received from any Governmental Body (including, without limitation, those issued or required under applicable export laws or regulations).

“Person” shall mean any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust or incorporated organization.

“Sarbanes–Oxley Act” shall mean the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Laws” shall mean the Securities Act, the Exchange Act, the Sarbanes-Oxley Act, the Investment Company Act of 1940, the Investment Advisors Act of 1940, the Trust Indenture Act of 1939, each as amended, and the rules and regulations of any Governmental Body promulgated thereunder.

“Tax” or “Taxes” shall mean all taxes, charges, fees, levies or other similar assessments or liabilities, including, without limitation, income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and any amounts of Taxes of another Person that F Squared Hemp, TSMI, Merger Sub, or any subsidiary of any of the foregoing, as applicable, is liable to pay by law or otherwise.

“Tax Returns” shall mean all reports, returns, declarations, statements or other information supplied or required to be supplied to a taxing authority in connection with Taxes including, without limitation, any schedules, attachments or amendments thereto.

“Third-Party Intellectual Property Rights” shall mean all written and oral licenses, sublicenses and other agreements as to which F Squared Hemp, TSMI or Merger Sub, as applicable, is a party and pursuant to which any of them is authorized to use any third party music rights, design rights, patents, patent rights, trademarks, service marks, trade secrets or copyrights, including software which is used in such Party’s business or which form a part of any existing product or service of such Party, excluding commercially available licensed software programs sold to the public.

“Transaction Documents” shall mean this Agreement, including all schedules and exhibits hereto, along with any and all other documents entered into by the Parties in connection with the transactions contemplated hereunder.

ARTICLE II

THE TRANSACTION

Section 2.1 The Merger.

Upon and subject to the terms and conditions of this Agreement, Merger Sub shall merge with and into F Squared Hemp (such merger is referred to herein as the “Merger”) at the Effective Time. From and after the Effective Time (as such term is defined in Section 2.2 hereafter), the separate corporate existence of Merger Sub shall cease, and F Squared Hemp shall continue as the surviving corporation in the Merger (the “Surviving Corporation”). Following the Effective Time, the Surviving Corporation shall be operated as a wholly-owned subsidiary of TSMI. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of F Squared Hemp and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of F Squared Hemp and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Section 2.2 Closing; Effective Time.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at a location mutually agreed upon by the Parties, not later than five Business Days following satisfaction or waiver of the conditions set forth in Article V of this Agreement, or such other date mutually agreed upon by the Parties, but in no event later than March 8, 2019 (the “Closing Date”). Contemporaneously with the Closing, a copy of this Agreement and a properly executed Certificate of Merger conforming to the requirements of the WBCA (the “Certificate of Merger”) shall be filed with the office of the Secretary of State of Wyoming. The Merger shall become effective only upon the acceptance of the Certificate of Merger by the Secretary of State of Wyoming (the “Effective Time”). The Merger shall have the effects specified in this Agreement, the Certificate of Merger and the applicable provisions of the WBCA.

Section 2.3 Corporate Structure of Surviving Corporation; Appointment of New Directors and Officers of TSMI and the Surviving Corporation.

The Certificate of Incorporation of F Squared Hemp immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation immediately following the Effective Time, and the Bylaws of F Squared Hemp immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation upon and after the Effective Time. In addition, upon the Closing of the Merger, the officers and directors of F Squared Hemp shall become the officers and directors of the Surviving Corporation. Upon the Closing of the Merger: (a) the members of the Boards of Directors of TSMI and the Surviving Corporation shall continue to be the same individuals as prior to the Closing; and (b) the officers of TSMI and the Surviving Corporation shall continue to be the same individuals as prior to the Closing.

Section 2.4 Consideration.

(a) In connection with the Merger, TSMI & F Squared Hemp shall:

(i) Reserve an aggregate of 2,720,000 shares of TSMI Common Stock to be used in the transactions contemplated by the Transaction Documents. Of the aforementioned amount, issue an aggregate of 1,670,000 shares of TSMI Common Stock to the F Squared Hemp Common Stockholders.

(ii) Designate and reserve an aggregate of 600,000 shares of TSMI Preferred Series D Stock to be used in the transactions contemplated by the Transaction Documents. Of the aforementioned amount, issue an aggregate of 600,000 shares of TSMI Preferred Series D Stock will be available to issue to the creditors and Series C Preferred Stockholders.

(iii) Designate and reserve an aggregate of 800 shares of TSMI Preferred Series E Stock to be used in the transactions contemplated by the Transaction Documents. Of the aforementioned amount, issue an aggregate of 580 shares of TSMI Preferred Series E Stock to F Squared Hemp Stockholders to be held in escrow until such time as the following agreed upon performance milestones have been reached:

i. Milestone 1- Achieving $10 million in sales within 90 days of execution of this letter or a minimum gross profit of $500,000; or

ii. Milestone 2- Achieving $30 million in revenue within 180 days of execution of this letter or a minimum gross profit of $1,500,000

The Company cannot recapitalize and/or reverse split the common stock prior to F Squared Hemp meeting the above milestones.

The remaining 220 shares will be issued upon execution to TSMI designees.

(iv) The Company agrees to allocate 6 million incentive stock options at an exercise price of $0.10 for key employees that will vest per managements milestones but in no event before the Company has reached $5MM in EBITDA.

(v) F Squared Hemp shall Facilitate $125,000 to fund the operations related to TSMI compliance and reporting. FSH shall facilitate a minimum of $75,000 within 10 days from the execution of this agreement and the remaining $50,000 within 30 days to fund TSMI’s compliance and reporting payables.

(vi) At the Effective Time and without any further action on the part of TSMI, F Squared Hemp, the Surviving Corporation or any other Person, the F Squared Hemp Common Stock outstanding immediately prior to the Effective Time shall be converted into and become a right to receive the Merger Shares. Each holder of a certificate representing any such F Squared Hemp Common Stock shall, to the extent such certificate represents such F Squared Hemp Common Stock, cease to have any rights with respect to such F Squared Hemp Common Stock, except the right to receive the Merger Shares. In calculating the number of Merger Shares to issue to the F Squared Hemp Stockholders, fractional shares shall be rounded up to the nearest whole number.

Section 2.5 Closing of Transfer Books.

At the Effective Time, each F Squared Hemp Stockholder shall cease to have any rights as a stockholder of F Squared Hemp and shall not have any rights as a stockholder or otherwise with respect to the Surviving Corporation (except the right to receive the Merger Shares), and the transfer books of F Squared Hemp shall be closed with respect to all F Squared Hemp Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of the F Squared Hemp Common Stock shall be made on such transfer books after the Effective Time. If, after the Effective Time, a valid certificate or other instrument previously representing any share of F Squared Hemp Common Stock is presented to TSMI, such certificate or other instrument shall be canceled and exchanged as provided in this Article II.

Section 2.6 Effect on F Squared Hemp Common Stock.

(a) At the Effective Time, the F Squared Hemp Common Stock shall, by virtue of the Merger and without any action on the part of any Party or the holder thereof, automatically be canceled and extinguished and converted into the right to receive the Merger Shares.

(b) Notwithstanding the foregoing, no amounts shall be payable at or after the Effective Time.

Section 2.7 Certificate Legends.

The Merger Shares to be issued pursuant to this Article II shall not have been registered under any applicable Securities Laws and shall be characterized as “restricted securities” under the federal Securities Laws and any applicable state Securities Laws. As a result, the Merger Shares may be resold without registration under the Securities Act and any applicable state Securities Laws only in certain limited circumstances. Each certificate evidencing Merger Shares to be issued pursuant to this Article II shall bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Section 2.8 Tax and Accounting Consequences.

For Federal income tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the Parties shall report the transactions contemplated by the Transaction Documents consistent with such intent and shall take no position in any Tax filing or Legal Proceeding inconsistent therewith. The Parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of TSMI, Merger Sub or F Squared Hemp has taken or failed to take, and after the Effective Time, TSMI and the Surviving Corporation shall not take or fail to take, any action which reasonably could be expected to cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Section 2.9 Conversion of Merger Sub Common Stock.

At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of F Squared Hemp and the shares of F Squared Hemp into which the shares of Merger Sub Common Stock are so converted shall be the only shares of F Squared Hemp Stock that are issued and outstanding immediately after the Effective Time.

Section 2.10 Amendment of TSMI Articles of Incorporation.

Within two months of the Effective Time, the Company will undertake to obtain approval to amend the articles of incorporation to (i) increase the authorized preferred stock sufficient to meet the needs of the Company, (ii) designate Series D and Series E Preferred Stock (iii) increase the authorized common stock to such number as needed to effectuate the transaction and Company needs, and (iv) change the name of TSMI to F Squared Hemp, Inc.

Section 2.11 TSMI Will Not Assume Certain Obligations of F Squared Hemp.

TSMI and F Squared Hemp agree and acknowledge that TSMI will not assume any of the obligations that are not set forth in exhibits.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF F SQUARED HEMP

Except as set forth in this Agreement, the F Squared Hemp Disclosure Schedule attached to this Agreement (the “F Squared Hemp Disclosure Schedule”) and the other Transaction Documents, F Squared Hemp hereby represents and warrants to TSMI as follows:

Section 3.1 Organization, Qualification and Corporate Power.

F Squared Hemp is a corporation duly organized, validly existing and in good standing under the laws of the State of Montana. F Squared Hemp has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Material Contracts to which it is a party. F Squared Hemp is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than any jurisdictions set forth in Schedule 3.1 of the F Squared Hemp Disclosure Schedule, except where the failure to so qualify would not have a Material Adverse Effect on F Squared Hemp.

Section 3.2 Certificate of Incorporation and Bylaws.

F Squared Hemp has delivered to TSMI accurate and complete (through the date hereof) copies of: (i) F Squared Hemp’s Certificate of Incorporation including all amendments thereto (hereinafter the “F Squared Hemp Charter”); and (ii) F Squared Hemp’s bylaws and all amendments thereto (the “Bylaws” and with the F Squared Hemp Charter, collectively the “F Squared Hemp Documents”). There has not been any violation of any of the F Squared Hemp Charter or Bylaws.

Section 3.3 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of F Squared Hemp is 10,000,000 shares, of which 10,000,000 is common stock, par value $0.001 per share. As of the date of this Agreement and on the Closing Date, there is and will be 5,000,000 shares of F Squared Hemp Common Stock issued and outstanding. Schedule 3.3(a) of the F Squared Hemp Disclosure Schedule sets forth a complete and accurate list of all stockholders of F Squared Hemp, indicating the number of shares of F Squared Hemp Common Stock held by each stockholder and their respective addresses. All issued and outstanding shares of F Squared Hemp Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of F Squared Hemp Common Stock have been duly and validly issued in compliance with the F Squared Hemp Documents and all applicable federal and state Securities Laws including, without limitation, applicable exemptions from any requirements for registration or qualification under the Securities Act.

(b) Except as set forth on Schedule 3.3(b) of the F Squared Hemp Disclosure Schedule, there are no: (i) outstanding subscriptions, options, calls, warrants, rights or agreements (whether or not currently exercisable) to acquire any shares of F Squared Hemp Common Stock; (ii) outstanding notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of F Squared Hemp Common Stock; (iii) contracts under which F Squared Hemp is or may become obligated to sell, transfer, exchange or issue any shares of F Squared Hemp Common Stock; or (iv) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, or any shares of F Squared Hemp Common Stock that survive the Closing.

Section 3.4 Authorization of Transaction.

F Squared Hemp has all necessary corporate power and authority to enter into and to perform its obligations under the Transaction Documents, and the execution, delivery and performance by F Squared Hemp of the Transaction Documents and actions contemplated thereby have been duly authorized by all necessary action on the part of F Squared Hemp and its Board of Directors and holders of a majority of the outstanding voting capital stock of F Squared Hemp in accordance with the MLLCA and Bylaws of F Squared Hemp. Each of the Transaction Documents to which F Squared Hemp is a party constitutes the valid and binding obligation of F Squared Hemp, enforceable against F Squared Hemp in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Section 3.5 Non-contravention.

Neither the execution, delivery or performance of the Transaction Documents to which F Squared Hemp is a party, nor the consummation of any of the transactions contemplated thereby, will directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any of the provisions of the F Squared Hemp Documents; or (ii) to F Squared Hemp’s Knowledge, result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by the Transaction Documents or to exercise any remedy or obtain any relief under any, Legal Requirement or any Order to which F Squared Hemp, or any of the assets owned, used or controlled by F Squared Hemp, is subject.

Section 3.6 Financial Statements.

The financial statements and financial related notes of F Squared Hemp for the fiscal years ended December 31, 2018, and financial statements for the interim period in 2019 (the “F Squared Hemp Balance Sheet Date”) are attached as Schedule 3.6 of the F Squared Hemp Disclosure Schedule (the “F Squared Hemp Financial Statements”). The F Squared Hemp Financial Statements fairly present in all material respects the financial position of F Squared Hemp as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end audit adjustments.

Section 3.7 Absence of Certain Changes.

Since the F Squared Hemp Balance Sheet Date, F Squared Hemp has conducted its business as ordinarily conducted consistent with past practice and, to the Knowledge of F Squared Hemp, there has not occurred any change, event or condition (whether or not covered by insurance) that has resulted in, or would reasonably be expected to result in any Material Adverse Effect on F Squared Hemp.

Section 3.8 Related Party Transactions.

Except as disclosed on Schedule 3.8 of the F Squared Hemp Disclosure Schedule, F Squared Hemp is not a party to any agreement with or any other commitment to (a) any officer or director of F Squared Hemp; (b) any individual related by blood or marriage to, or sharing a personal residence with, any such officer or director; (c) any Entity in which F Squared Hemp or any such officer, director or related person has an equity or participating interest; or (d) any other Affiliate of F Squared Hemp.

Section 3.9 Tax Matters.

All Tax Returns required to be filed by or on behalf of F Squared Hemp with any Governmental Body (the “F Squared Hemp Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have been provided or made available to TSMI and Merger Sub. All Taxes owed by F Squared Hemp have been paid when due, whether or not such amounts are shown on any F Squared Hemp Returns. The F Squared Hemp Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and F Squared Hemp has made adequate provision for unpaid Taxes after that date in its books and records.

Section 3.10 Assets; Equipment and Property.

(a) Schedule 3.10(a) of the F Squared Hemp Disclosure Schedule sets forth a true and complete list of all inventory, machinery, equipment, furniture, office equipment, raw materials, vehicles and other material items of tangible personal property of every kind owned by F Squared Hemp and used in connection with its business included on the most recent balance sheet at a book value of more than $50,000 (the “F Squared Hemp Personal Property”). F Squared Hemp has good and marketable title to the F Squared Hemp Personal Property, and the F Squared Hemp Personal Property is owned free and clear of all Liens of every kind and nature, except for Liens for taxes not yet due or payable. All of the F Squared Hemp Personal Property and other tangible assets owned by or leased to F Squared Hemp are in good condition and repair, normal wear and tear excepted.

(b) Schedule 3.10(b) of the F Squared Hemp Disclosure Schedule sets forth a true and complete list of all real property or interests in real property leased by F Squared Hemp (the “F Squared Hemp Leased Real Property”). F Squared Hemp has delivered to TSMI and Merger Sub accurate and complete copies of all leases and agreements pertaining to the F Squared Hemp Leased Real Property.

Section 3.11 Intellectual Property.

Schedule 3.11 of the F Squared Hemp Disclosure Schedule contains a true and complete list of all United States and foreign patents (both issued and applied for), trademarks, trade names, service marks, copyrights, and all applications for such trademarks, trade names, service marks and copyrights, and all patent rights currently (i) owned by F Squared Hemp (the “F Squared Hemp Intellectual Property”) or (ii) licensed from third parties (such licenses, the “Intellectual Property Rights”) necessary for the conduct of F Squared Hemp’s business as presently conducted by F Squared Hemp.

Section 3.12 Contracts.

Schedule 3.12 of the F Squared Hemp Disclosure Schedule identifies each Material Contract of F Squared Hemp (“F Squared Hemp Material Contracts”), including but not limited to all employment contracts and independent contractor agreements, and provides an accurate description of the terms of each F Squared Hemp Material Contract that is not in written form. F Squared Hemp has delivered to TSMI accurate and complete copies of all written F Squared Hemp Material Contracts. Each F Squared Hemp Material Contract is valid, binding and enforceable by F Squared Hemp in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Section 3.13 Finder’s Fee.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other transactions contemplated by the Transaction Documents based upon any arrangements or agreements made by or on behalf of F Squared Hemp.

Section 3.14 Permits.

Schedule 3.14 of the F Squared Hemp Disclosure Schedule sets forth a list of all material Permits issued to or held by F Squared Hemp. Such listed Permits are the only Permits that are required for F Squared Hemp to conduct its business as presently conducted, except for those the absence of which would not have a Material Adverse Effect on F Squared Hemp. Each such Permit is in full force and effect and to F Squared Hemp’s Knowledge, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration.

Section 3.15 Litigation.

There is no pending or, to F Squared Hemp’s Knowledge, threatened Legal Proceeding (i) against F Squared Hemp or any of the assets owned or used by F Squared Hemp, or (ii) that challenges the Merger or any of the other transactions contemplated by the Transaction Documents. There is no Order to which F Squared Hemp or any of the assets of F Squared Hemp is subject.

Section 3.16 Legal Compliance.

F Squared Hemp is, and has at all times been, in compliance with all applicable Legal Requirements, except to the extent that failure to comply would not be likely to have a Material Adverse Effect on F Squared Hemp. F Squared Hemp has never received any notice or other communication from any Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. F Squared Hemp has obtained all material Permits, certificates and licenses required by any Legal Requirement for the conduct of its business and the ownership of its assets. F Squared Hemp is not in violation of any such Permit, certificate or license, and no Legal Proceedings are pending or, to F Squared Hemp’s Knowledge, threatened to revoke or limit any such Permit, certificate or license.

Section 3.17 Employees.

Schedule 3.17 of the F Squared Hemp Disclosure Schedule contains a list of F Squared Hemp employees.

Section 3.18 Employee Benefits.

Schedule 3.18 of the F Squared Hemp Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans maintained, or contributed to, by F Squared Hemp, or any ERISA Affiliate (“F Squared Hemp Employee Benefit Plan”).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TSMI AND MERGER SUB

Except as set forth in the TSMI Disclosure Schedule attached hereto (the “TSMI Disclosure Schedule”), each of the TSMI Parties, jointly and severally, hereby represent and warrant to F Squared Hemp as follows:

Section 4.1 Organization, Qualification and Corporate Power.

TSMI is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming. Each of TSMI and Merger Sub has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and proposed to be conducted after the Merger, as applicable; (ii) to own and use its assets in the manner in which its assets are currently owned and used and as proposed after the Merger as applicable; and (iii) to perform its obligations under all Material Contracts to which it is a party. Neither TSMI nor Merger Sub is or has been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than any jurisdictions identified in the TSMI Current SEC Reports (hereinafter defined) or except where the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect upon the condition (financial or otherwise), results of operations, business, properties or prospects of TSMI and Merger Sub taken as a whole.

Section 4.2 Certificate of Incorporation and Bylaws.

TSMI has delivered to F Squared Hemp or made available to F Squared Hemp accurate and complete (through the date hereof) copies of (i) the Articles of Incorporation and Bylaws, including all amendments thereto, of TSMI, (ii) the Certificate of Incorporation and Bylaws, including all amendments thereto, of Merger Sub (collectively, the “TSMI Documents” and “Merger Sub Documents”).

Section 4.3 Capitalization.

(a) As of the date hereof, the authorized capital stock of TSMI consists of: (i) 40,000,000 shares of TSMI Common Stock, of which 10,004,564 shares are issued outstanding; and (ii) 5,000,000 shares of “blank check” TSMI Preferred Stock, of which 100 are designated “Series A Preferred Stock,” none of which are issued and outstanding; and (iii) 5,000,000 shares of “blank check” TSMI Preferred Stock, of which 200,000 are designated “Series B Preferred Stock,” 200,000 of which are issued and outstanding; and (iv) 5,000,000 shares of “blank check” TSMI Preferred Stock, of which 20,000 are designated “Series C Preferred Stock,” 11,270 of which are issued and outstanding. The authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and outstanding, all of which are owned by TSMI. All of the outstanding shares of TSMI capital stock and Merger Sub capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of TSMI capital stock and Merger Sub capital stock have been duly and validly issued in compliance with the TSMI Documents and Merger Sub Documents, as the case may be, and all applicable federal and state Securities Laws and other applicable Legal Requirements and all requirements set forth in the applicable TSMI Documents, and are owned, beneficially and of record, by those stockholders set forth on the most recent stockholders list held by TSMI’s transfer agent.

(b) At the Effective Time: (i) TSMI will have a total of 12,724,564 shares of its Common Stock that are issued and outstanding; (ii) TSMI will have a total of 0 shares of Series A Preferred Stock outstanding and a total of 200,000 shares of its Series B Preferred Stock outstanding; (iii) TSMI will have 1,100 shares of Series C outstanding and 600,000 shares of Series D Preferred Stock will be authorized and outstanding; (iv) 800 shares of Series E Preferred Stock will be authorized and issued pursuant to this Agreement.

(c) Except as set forth in the TSMI Current SEC Reports or as described in 4.3(b) above, there are no: (i) outstanding subscriptions, options, calls, warrants, rights or agreements (whether or not currently exercisable) to acquire any shares of capital stock or other securities of TSMI or Merger Sub; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of capital stock or other securities of TSMI or Merger Sub; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of TSMI or Merger Sub; (iv) contracts under which TSMI or Merger Sub is or may become obligated to sell, transfer, exchange or issue any shares of capital stock or any other securities; or (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of capital stock of TSMI or Merger Sub.

Section 4.4 Authorization of Transaction.

Each of TSMI and Merger Sub has all necessary corporate power and authority to enter into and to perform its obligations under the Transaction Documents, and the execution, delivery and performance by TSMI and Merger Sub of the Transaction Documents and actions contemplated thereby have been duly authorized by all necessary action on the part of (i) TSMI, by its Board of Directors in accordance with the WBCA and its Bylaws, and (ii) Merger Sub, by its Board of Directors and sole stockholder, TSMI, in accordance with the WBCA and its Bylaws. For each of TSMI and Merger Sub, the Transaction Documents to which each is a party constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Section 4.5 Non-contravention.

Neither the execution, delivery or performance of the Transaction Documents, nor the consummation of any of the transactions contemplated thereby, will directly or indirectly (with or without notice or lapse of time): (i) result in a violation of any of the provisions of the TSMI Documents and Merger Sub Documents; or (ii) to the Knowledge of TSMI or Merger Sub, as the case may be, result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by the Transaction Documents or to exercise any remedy or obtain any relief under any, Legal Requirement or any Order to which TSMI or Merger Sub, or any of the assets owned, used or controlled by TSMI or Merger Sub, is subject.

Section 4.6 SEC Reports; TSMI Financial Statements.

(a) TSMI has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act since February 28, 2017, and such reports, including without limitation, TSMI’s Form 10-K for the fiscal year ended August 31, 2016, as amended (the “Form 10-K”), and all reports filed by TSMI thereafter (the Form 10-K and all reports filed with the Commission are collectively referred to herein as the “Current SEC Reports”) (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Legal Requirements, and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the Effective Time thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) To the knowledge of TSMI the financial statements of TSMI included in the reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act (the “TSMI Financial Statements”), comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. To the Knowledge of TSMI, the TSMI Financial Statements have been prepared in accordance with GAAP, except as may be otherwise specified in the TSMI Financial Statements or the notes thereto, and fairly present in all material respects the assets, liabilities, financial position and results of operations of TSMI as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Section 4.7 Employees.

TSMI has 2 officers or employee-directors. The Merger Sub has no full-time officers or employee-directors or any employees. Neither TSMI or Merger Sub has any Employee Benefit Plans maintained, or contributed to, by TSMI, or any ERISA Affiliate (“TSMI Employee Benefit Plans”).

Section 4.8 Total Ad Solutions – Spin-off.

Total Ad Solutions is a wholly-owned subsidiary of TSMI prior to the execution of this Agreement and will spin-off upon execution of this Agreement.

Section 4.9 Tax Matters.

All Tax Returns required to be filed by or on behalf of TSMI prior to fiscal 2016 with any Governmental Body (the “TSMI Returns”): (i) have been or will be filed on or before the applicable due date (including any extensions of such due date); (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable Legal Requirements; and (iii) have been provided or made available to F Squared Hemp. All Taxes owed by TSMI have been paid prior to fiscal 2016, whether or not such amounts are shown on any TSMI Returns. The TSMI Financial Statements fully accrue all actual and contingent Liabilities for unpaid Taxes with respect to all periods through the date thereof and TSMI has made adequate provision for unpaid Taxes after that date in its books and records.

Section 4.10 Assets; Equipment and Real Property.

TSMI currently has equipment that will be divested to Total Ad Solutions, as no real property. Merger Sub is a newly-formed corporation and does not (nor has it ever had) more than nominal assets nor has it ever owned or leased any real property.

Section 4.11 Intellectual Property.

TSMI currently owns certain Intellectual Property that will be divested to Total Ad Solutions. Merger Sub is a newly-formed corporation and does not currently have, nor has it ever had, any rights to any Intellectual Property.

Section 4.12 Contracts.

Neither TSMI or Merger Sub have no Material Contracts, except for any stated on the TSMI disclosure schedule .

Section 4.13 Finder’s Fees.

Section 4.14 Litigation.

Except for the Stipulated Judgement between TSMI subsidiary StreamTrack Media, Inc and Prodege, LLC which $56,500 remains due, there is no pending Legal Proceeding, and to TSMI’s Knowledge, no Person has threatened to commence any Legal Proceeding, that (i) involves or affects TSMI or Merger Sub or any of the assets owned or used by either of them, or (ii) that challenges the Merger or any of the other transactions contemplated by the Transaction Documents. There is no Order in which TSMI or Merger Sub is named or to which any of their assets is subject.

Section 4.15 Legal Compliance.

To TSMI’s Knowledge, and as stated otherwise in this Agreement, each of TSMI and Merger Sub is, and has been, in compliance with all applicable Legal Requirements, except to the extent that failure to comply would not be likely to have a Material Adverse Effect on TSMI or Merger Sub. Neither TSMI nor Merger Sub has ever received any notice or other communication from any Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement. TSMI and Merger Sub have obtained all material Permits, certificates and licenses required by any Legal Requirement for the conduct of their respective businesses and the ownership of their respective assets. Neither TSMI nor Merger Sub is in violation of any such Permit, certificate or license, and no Legal Proceedings are pending (other than those acknowledged in this document) or, to TSMI’s Knowledge, threatened to revoke or limit any such Permit, certificate or license.

Section 4.16 Merger Shares.

The Merger Shares have been duly authorized and, when issued in connection with the Merger pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any Liens, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable Securities Laws restrictions on transfer, including those imposed by Regulation D under the Securities Act (“Regulation D”) or Section 4(a)((2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state Securities Laws. The offer and sale of the Merger Shares under this Agreement are exempt from the registration requirements of the Securities Act and are in compliance with all federal and state Securities Laws.

Section 4.17 Business of Merger Sub.

Merger Sub is a newly-formed corporation formed for the sole purposes of consummating the Merger and does not (nor has it ever had) more than nominal assets. Since its formation, other than this Agreement and the Transaction Documents, Merger Sub is not a party to any material agreements and has not conducted any activities other than in connection with the organization of Merger Sub, the issuance of Merger Sub Common Stock to TSMI, the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub has not incurred or assumed any expenses or liabilities prior to the Closing, other than expenses related to its formation and good standing in the state of its formation.

Section 4.18 Loans to Executive Officers and Directors.

TSMI has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to any current director or executive officer of TSMI in violation of Section 402 of the Sarbanes-Oxley Act.

ARTICLE V

CONDITIONS TO CONSUMMATION OF MERGER

Section 5.1 Conditions to Each Party’s Obligations.

The respective obligations of each Party to consummate the Merger and the other transactions contemplated in the Transaction Documents are subject to the full and complete satisfaction of the following conditions unless any such condition is waived, in writing, by the other Parties:

(a) TSMI, Merger Sub and F Squared Hemp shall be satisfied that the issuances of the Merger Shares in the Merger shall be exempt from registration with the Commission under Regulation D of the Securities Act and Section 4(a)(2) of the Securities Act; and

(b) no temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding brought by any Governmental Body, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or Order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal.

Section 5.2 Conditions to Obligations of TSMI and Merger Sub.

The obligation of each of TSMI and Merger Sub to consummate the Merger is subject to the satisfaction of the following additional conditions, unless any such condition is waived, in writing, by TSMI:

(a) this Agreement and actions contemplated by the Transaction Documents shall have been approved and adopted by the Board of Directors and the holders of a majority of the voting capital stock of F Squared Hemp, in accordance with the MLLCA and Bylaws of F Squared Hemp;

(b) F Squared Hemp shall have obtained all of the waivers, Permits, Consents, assignments, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in the F Squared Hemp Disclosure Schedule, except for any which if not obtained or effected would not have a Material Adverse Effect on F Squared Hemp or on the ability of the Parties to consummate the Merger and the other transactions contemplated in the Transaction Documents;

(c) the representations and warranties of F Squared Hemp set forth in Article III qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the Closing Date, except for representations and warranties made as of a specified date, which shall be true and correct as of such date;

(d) F Squared Hemp shall have performed or complied with, in all material respects, its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;

(e) TSMI and Merger Sub shall have received a Certificate of Good Standing from the Secretary of State of Montana regarding F Squared Hemp dated within 10 days of the Closing Date;

(f) TSMI and Merger Sub shall have received from the Secretary of F Squared Hemp a certificate (i) certifying F Squared Hemp’s Certificate of Incorporation, as amended, (ii) certifying the Bylaws of F Squared Hemp, (iii) certifying the resolutions of the Board of Directors of F Squared Hemp approving this Agreement and the Merger, (vi) certifying the resolutions of the stockholders of F Squared Hemp approving this Agreement and the Merger, and (v) attesting to the incumbency of the officers of F Squared Hemp;

(g) TSMI and Merger Sub shall have received from the President of F Squared Hemp a certificate certifying: (i) F Squared Hemp has satisfied and complied with all of its obligations under this Agreement which are required to consummate the Merger; and (ii) all of F Squared Hemp’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;

(h) no proceeding in which F Squared Hemp shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against F Squared Hemp under any United States or state bankruptcy or insolvency law;

(i) since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on F Squared Hemp; and

(j) all actions to be taken by F Squared Hemp in connection with the consummation of the Merger and the transactions contemplated by the Transaction Documents, and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to TSMI and Merger Sub and their legal counsel.

Section 5.3 Conditions to Obligations of F Squared Hemp.

The obligation of F Squared Hemp to consummate the Merger is subject to the satisfaction of the following additional conditions, unless any such condition is waived, in writing, by F Squared Hemp:

(a) this Agreement and actions contemplated by the Transaction Documents shall have been approved and adopted by the Board of Directors of TSMI in accordance with the WBCA and Bylaws of TSMI;

(b) this Agreement and actions contemplated by the Transaction Documents shall have been approved and adopted by the Board of Directors of Merger Sub in accordance with the WBCA and Bylaws of Merger Sub;

(c) this Agreement and actions contemplated by the Transaction Documents shall have been approved and adopted by the Board of Directors of TSMI, as the sole stockholder of Merger Sub, in accordance with the WBCA and Bylaws of Merger Sub;

(d) TSMI and Merger Sub shall have obtained all of the waivers, Permits, Consents, assignments, approvals or other authorizations, and effected all of the registrations, filings and notices (including, but not limited to any filings that are required pursuant to applicable federal and state Securities Laws), except for any which if not obtained or effected would not have a Material Adverse Effect on TSMI or Merger Sub or on the ability of the Parties to consummate the Merger and the other transactions contemplated in the Transaction Documents, or as otherwise stated in this Agreement;

(e) each of TSMI and Merger Sub shall have performed or complied with, in all material respects, its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;

(f) the representations and warranties of TSMI and Merger Sub set forth in Article IV qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the Closing Date, except for representations and warranties made as of a specified date, which shall be true and correct as of such date;

(g) TSMI and Merger Sub shall have taken all necessary action so that, effective as of the Effective Time without any further action by TSMI, Merger Sub or any other Person, the representations and warranties set forth in Section 4.3(b) of this Agreement are true and correct in all respects and that the transactions referenced therein have been completed in their entirety, and F Squared Hemp shall be satisfied, in its sole and absolute discretion, that such transactions have been completed and are in compliance with all applicable Legal Requirements;

(h) F Squared Hemp shall have received a Certificate of Good Standing from the Secretary of State of the State of Wyoming regarding TSMI dated within 10 days of the Closing Date and a Certificate of Good Standing from the Secretary of State of Montana regarding Merger Sub dated within 10 days of the Closing Date;

(i) F Squared Hemp shall have received from the Secretary of Merger Sub a certificate (i) certifying the Certificate of Incorporation of Merger Sub, (ii) certifying the Bylaws of Merger Sub, (iii) certifying the resolutions of the Board of Directors and the sole stockholder of Merger Sub approving this Agreement and the Merger, and (iv) attesting to the incumbency of the officers of Merger Sub;

(j) F Squared Hemp shall have received from the Secretary of TSMI a certificate (i) certifying the Articles of Incorporation of TSMI, (ii) certifying the Bylaws of TSMI, (iii) certifying the resolutions of the Board of Directors of TSMI approving this Agreement and the Merger, and (iv) attesting to the incumbency of the officers of TSMI;

(k) F Squared Hemp shall have received from the President of TSMI a certificate certifying: (i) TSMI has satisfied and complied with all of its obligations under this Agreement which are required to consummate the Merger; and (ii) all of TSMI’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;

(l) F Squared Hemp shall have received from the President of Merger Sub a certificate certifying: (i) Merger Sub has satisfied and complied with all of its obligations under this Agreement which are required to consummate the Merger; and (ii) all of Merger Sub’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;

(m) the Merger shall qualify as a “plan of reorganization” within the meaning of Section 368 of the Code;

(n) no proceeding in which TSMI or Merger Sub shall be a debtor, defendant or party seeking an Order for its own relief or reorganization shall have been brought or be pending by or against TSMI or Merger Sub under any United States or state bankruptcy or insolvency law;

(o) since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on TSMI or Merger Sub; and

(p) all actions to be taken by TSMI and Merger Sub in connection with the consummation of the Merger and the transactions contemplated by the Transaction Documents, and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to F Squared Hemp and its legal counsel.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Issuance of Merger Shares Pursuant to Section 4(a)(2).

The Parties hereto acknowledge and agree that the Merger Shares shall constitute “restricted securities” within the Securities Act. The certificates evidencing the Merger Shares shall bear the legends set forth in Section 2.7.

Section 6.2 Further Assurances.

Each of the Parties shall diligently and in good faith work to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to Closing under this Agreement. Each Party hereto, at the reasonable request of another Party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the Merger and the transactions contemplated by this Agreement.

Section 6.3 Conduct of Business.

From the date of this Agreement to the Effective Time, each TSMI, Merger Sub and F Squared Hemp (i) shall conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, and (ii) shall not, without the prior written consent of, in the case of F Squared Hemp, TSMI and Merger Sub, and in the case of TSMI or Merger Sub, F Squared Hemp, take any material action, including without limitation the entry into or termination of any material contract, or enter into any agreement with any Affiliate except as expressly contemplated herein, or commit to do any of the foregoing.

Section 6.4 Stockholder Appraisal Rights.

F Squared Hemp shall comply with applicable notice and other requirements of the MLLCA regarding appraisal rights of F Squared Hemp’s stockholders in connection with the Merger.

ARTICLE VII

POST-CLOSING COVENANTS

Section 7.1 Indemnification of Officers and Directors.

All rights to indemnification and advancement of expenses existing in favor of those Persons who are or were directors, officers, agents or employees of F Squared Hemp for acts and omissions occurring prior to the Closing Date, as provided in F Squared Hemp Charter and the Bylaws (in each case as in effect as of the date of this Agreement), shall survive the Merger, be assumed by the Surviving Corporation, and shall be fully complied with by TSMI and the Surviving Corporation, to the fullest extent permitted by the laws of their respective states of incorporation, as applicable.

Section 7.2 Disclosure.

Except as and to the extent required by law, without the prior written consent of the other Party, neither TSM nor either FSH will, and each will direct its representatives not to make, directly or indirectly, any public comment, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of the existence of discussions regarding, a possible transaction between the Parties or any of the terms, conditions, or other aspects of the transaction proposed in this letter. If a Party is required by law to make any such disclosure, it must first provide to the other Party the content of the proposed disclosure, the reasons that such disclosure is required by law, and the time and place that the disclosure will be made.

It is further agreed that a press release will be drafted and upon approval of all Parties in writing, it will then be disseminated to the public.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Survival of Representations, Warranties and Covenants.

(a) All representations and warranties of the Parties contained in this Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the other Parties to this Agreement, until one year after the Closing Date (the “Survival Period”), whereupon such representations, warranties and covenants shall expire (except for covenants that by their terms survive for a longer period).

(b) All covenants of the Parties contained in this Agreement shall remain operative for such periods of time as necessary for the applicable Party to fulfill such covenant, unless otherwise agreed in writing by the other Parties.

Section 8.2 Indemnification of TSMI.

Subject to any limitations set forth in this Article VIII, from and after the Closing Date until the expiration of the Survival Period, F Squared Hemp shall indemnify and hold harmless TSMI and the following persons existing immediately prior to the Effective Time: (a) TSMI’s officers, directors, agents and employees and (b) each person, if any, who controlled TSMI within the meaning of the Securities Act (each such Person and its heirs, executors, administrators, agents, successors and assigns is referred to herein as a “TSMI Indemnified Party”) from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable attorneys’ fees (collectively, “Damages”) arising out of (i) any breach of representation or warranty made by F Squared Hemp in this Agreement or any Transaction Document, and in any certificate delivered by F Squared Hemp pursuant to this Agreement or any Transaction Document, or (ii) any breach by F Squared Hemp of any covenant, obligation or other agreement made by F Squared Hemp in this Agreement or any Transaction Document. The foregoing are collectively referred to as the “TSMI Indemnity Claims”.

Section 8.3 Indemnification of F Squared Hemp.

Subject to any limitations set forth in this Article VIII, from and after the Closing Date until the expiration of the Survival Period, TSMI shall indemnify and hold harmless F Squared Hemp and the following Persons existing prior to the Effective Time: (a) F Squared Hemp’s officers, directors, agents and employees; and (b) each Person, if any, who controlled F Squared Hemp within the meaning of the Securities Act (each such Person and its heirs, executors, administrators, agents, successors and assigns is referred to herein as a “F Squared Hemp Indemnified Party”) from and against any and all Damages arising out of or relating to: (i) any breach of any representation or warranty made by TSMI or Merger Sub in this Agreement or any Transaction Document, and in any certificate delivered by TSMI or Merger Sub pursuant to this Agreement or any Transaction Document; (ii) any breach by TSMI or Merger Sub of any covenant, obligation or other agreement made by either of them in this Agreement or in any Transaction Document; or (iii) a third-party claim based on any acts or omissions by TSMI or Merger Sub. The foregoing are collectively referred to as the “F Squared Hemp Indemnity Claims.” F Squared Hemp Indemnity Claims together with the TSMI Indemnity Claims are collectively referred to as the “Indemnity Claims.”

Section 8.4 General Notice and Procedural Requirements for Indemnity Claims.

Notwithstanding the foregoing, the party or person having the indemnity obligation under this Article VIII (the “Indemnifying Party”), shall be obligated to indemnify and hold harmless the Party or Person entitled to indemnity under this Article VIII (the “Indemnified Party”), only with respect to any Indemnity Claims of which the Indemnified Party notifies with specificity the Indemnifying Party in accordance with Section 9.7 of this Agreement and, if applicable, within the following time period: (i) with regard to any representation or warranty under this Agreement, prior to the end of the Survival Period of such representation or warranty (unless such Indemnity Claim relates to a claim arising prior to the termination of the Survival Period, in which case the time period shall be extended to thirty days after such Indemnity Claim is first received by an Indemnified Party); or (ii) with regard to any covenant under this Agreement which by its terms expires, prior to the end of the survival period relating to such covenant (unless such Indemnity Claim relates to a claim arising prior to the termination of the applicable survival period, in which case the time period shall be extended to thirty days after such Indemnity Claim is first received by an Indemnified Party).

Section 8.5 Notice and Procedural Requirements for Third Party Claims.

If a complaint, claim or legal action is brought by a third party (a “Third-Party Claim”) as to which an Indemnified Party is entitled to indemnification, the Indemnified Party shall give written notice of such Third-Party Claim to the Indemnifying Party in accordance with Section 9.7 of this Agreement promptly after the Indemnified Party receives notice thereof, which notice shall include a copy of any letter, complaint or similar writing received by the Indemnified Party; provided, however, that any failure to provide or delay in providing such information shall not constitute a bar or defense to indemnification except to the extent the Indemnifying Party has been prejudiced thereby.

The Indemnifying Party shall have the right to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election so to assume the defense of such Third-Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of such Third-Party Claim except as hereinafter provided. If the Indemnifying Party elects to assume such defense and select counsel, the Indemnified Party may participate in such defense through its own separate counsel, but the fees and expenses of such counsel shall be borne by the Indemnified Party unless: (i) otherwise specifically agreed by the Indemnifying Party; or (ii) counsel selected by the Indemnifying Party determines that because of a conflict of interest between the Indemnifying Party and the Indemnified Party such counsel for the Indemnifying Party cannot adequately represent both Parties in conducting the defense of such action. In the event the Indemnified Party maintains separate counsel because counsel selected by the Indemnifying Party has determined that such counsel cannot adequately represent both Parties because of a conflict of interest between the Indemnifying Party and the Indemnified Party, then the Indemnifying Party shall not have the right to direct the defense of such Third-Party Claim on behalf of the Indemnified Party.

The failure of the Indemnifying Party to notify an Indemnified Party of its election to defend such Third-Party Claim within thirty days after notice thereof was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend such Third-Party Claim.

If the Indemnifying Party assumes the defense of a Third-Party Claim, the obligations of the Indemnifying Party shall include taking all steps necessary in the defense of such Third-Party Claim and holding the Indemnified Party harmless from and against any and all Damages caused or arising out of any settlement approved by the Indemnified Party or any judgment in connection with the claim or litigation.

If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 8.5, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim without the prior written consent of the Indemnifying Party; provided further, that the Indemnifying Party may not withhold such consent unless it has provided security of a type and in an amount reasonably acceptable to the Indemnified Party for the payment of its indemnification obligations with respect to such Third Party Claim. The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of Damages caused or arising out of any judgment rendered with respect to such Third-Party Claim, and for all costs and expenses incurred by the Indemnified Party in the defense of such claim.

The Indemnifying Party may settle any Third-Party Claim in its sole discretion without the prior written consent of the Indemnified Party, provided that such settlement involves only the payment of cash by the Indemnifying Party to the claimant and does not impose any other obligation on the Indemnifying Party or any liability or obligation on the Indemnified Party.

Section 8.6 Notice and Procedural Requirements for Direct Claims.

Any claim for indemnification by an Indemnified Party on account of Damages which do not result from a Third Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt notice thereof in accordance with Section 9.7 of this Agreement; provided, however, that any failure to provide, or delay in providing, such notification shall not constitute a bar or defense to indemnification except to the extent the Indemnifying Party has been prejudiced thereby. After receiving notice of a Direct Claim, the Indemnifying Party shall have a period of thirty days within which to respond in writing to such Direct Claim. If the Indemnifying Party rejects such claim or does not respond within such thirty-day period (in which case the Indemnifying Party shall be deemed to have rejected such claim), the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Article VIII.

Section 8.7 Limitations

(a) Timely Notice. No Party shall be liable for any Damages pursuant to this Article VIII with respect to a claim based on a breach by such Party for any representation and warranty given by such Party in this Agreement unless a claim for indemnification of such Damages is given by the Indemnified Party to the Indemnifying Party prior to the expiration of the Survival Period for the representation and warranty underlying such claim.

(b) Threshold. No Party shall be obligated to indemnify any Indemnified Party pursuant to this Article VIII until the aggregate Damages incurred by such Indemnified Party exceed $25,000, in which event the entire aggregate amount of such Damages shall be indemnifiable, subject to the limitations set forth in Section 8.7(c).

(c) Limitation of Damages. F Squared Hemp shall not be obligated to indemnify TSMI pursuant to Section 8.2 for Damages in excess of $50,000, TSMI shall not be obligated to indemnify F Squared Hemp pursuant to Section 8.3 for Damages in excess of $50,000.

(d) Exclusive Remedy. The Parties hereby acknowledge and agree that the indemnification provisions of this Article VIII shall be the sole and exclusive remedy available to each Indemnified Party in connection with this Agreement and the transactions contemplated hereby.

ARTICLE IX

MISCELLANEOUS

Section 9.1 No Third-Party Beneficiaries.

Except as may otherwise be specifically provided in this Agreement, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns; provided, however, that F Squared Hemp Stockholders and the holders of F Squared Hemp’s options, warrants and other convertible securities shall be deemed third party beneficiaries under this Agreement for purposes of the transactions set forth in Article II hereof.

Section 9.2 Entire Agreement.

This Agreement, F Squared Hemp Disclosure Schedule, the TSMI Disclosure Schedule, along with all other schedules and exhibits hereto, constitute the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof.

Section 9.3 Succession and Assignment.

This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors, heirs, legal representatives and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.

Section 9.4 Termination, Amendment and Waiver.

(a) Termination. This Agreement may be terminated at any time prior to the Effective Time by written notice by the terminating Party to the other Party:

(i) by the mutual written consent of TSMI and F Squared Hemp;

(ii) by either TSMI or F Squared Hemp, if the Merger shall not have been consummated either due to failure to satisfy closing conditions set forth in Article V or otherwise, on or prior to March 8, 2019;

(iii) by either TSMI or F Squared Hemp, if a court of competent jurisdiction or other Governmental Body shall have issued a non-appealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger;

(iv) by TSMI, if there has been a material breach of any representation, warranty, covenant or agreement on the part of F Squared Hemp set forth in this Agreement, which breach (i) causes the conditions set forth in Section 5.1 or Section 5.2 not to be satisfied and (ii) shall not have been cured within twenty Business Days following receipt by F Squared Hemp of written notice of such breach from TSMI; or

(v) by F Squared Hemp, if there has been a material breach of any representation, warranty, covenant or agreement on the part of TSMI or Merger Sub, as the case may be, set forth in this Agreement, which breach (i) causes the conditions set forth in Section 5.1 or Section 5.3 not to be satisfied and (ii) shall not have been cured within twenty Business Days following receipt by TSMI or Merger Sub, as the case maybe, of written notice of such breach from F Squared Hemp.

(b) Effect of Termination. In the event of termination of this Agreement as provided in Section 9.4, there shall be no liability or obligation on the part of TSMI, F Squared Hemp, Merger Sub or their respective officers, directors, or stockholders, except to the extent that such termination results from the willful breach by a Party of any of its representations, warranties or covenants set forth in this Agreement.

(c) Amendment. This Agreement may be amended by the Parties hereto, by action taken or authorized by their respective Boards of Directors. This Agreement may not be amended except by an instrument in writing signed on behalf of each of TSMI and F Squared Hemp.

(d) Extension; Waiver. At any time prior to the Effective Time, the Parties hereto, by action taken or authorized by their respective Boards of Directors, may, to the extent legally allowed: (i) extend the time for the performance of any of the obligations or other acts of the other Parties hereto; (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a Party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party.

Section 9.5 Counterparts, Facsimile Signatures.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement or amendments thereto and of signature pages by facsimile transmission or by email transmission in portable digital format, or similar format, shall constitute effective execution and delivery of such instrument(s) as to the Parties and may be used in lieu of the original Agreement or amendment for all purposes. Signatures of the Parties transmitted by facsimile or by email transmission in portable digital format, or similar format, shall be deemed to be their original signatures for all purposes.

Section 9.6 Headings.

The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.7 Notices.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next Business Day; (iii) three Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one Business Day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 9.7):

If to TSMI or Merger Sub:

Total Sports Media, Inc.

5662 Calle Real, Suite 231

Goleta, CA 93117

Attn: Michael Hill

Phone: (805) 308-9151

Email: ***@***

If to F Squared Hemp:

F Squared Hemp, Inc.

312 S 4^th Avenue

Seventh Floor

Louisville KY 40202

Attn: John Flynn

Phone: (917) 501-1033

Email: ***@***

Section 9.8 Governing Law.

All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof.

Section 9.9 Arbitration.

In the event of any dispute regarding the meaning, instruction, or intent of this Agreement, or of any matter of performance, fact, law, background, circumstance, or other matter of any kind whatsoever relating to this Agreement, the Parties stipulate and agree that such dispute shall be submitted to binding and final arbitration in Santa Barbara, California, or such other location as the parties may mutually agree in accordance with the rules of international arbitration of the American Arbitration Association (“AAA”) in effect at the time of this Agreement. One arbitrator agreed upon by the Parties shall be appointed from a panel of arbitrators submitted to the Parties by the AAA, or if the Parties cannot agree upon one arbitrator from such panel, an arbitrator from the panel shall be appointed in accordance with the AAA’s rules. Such appointment shall be made within thirty (30) days after the election to arbitrate. Discovery shall be available to the Parties subject to the approval and control of the arbitrator. The decision by the arbitrator shall be binding on all Parties, and may be entered in any court of competent jurisdiction for enforcement. Such a decision shall include the payment of all fees and costs of the prevailing Party by the losing Party. The determination of the “prevailing party” shall be made by the arbitrator.

Section 9.10 Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

Section 9.11 Incorporation of Exhibits, Schedules and Recitals.

The Exhibits, the Schedules, the TSMI Disclosure Schedule and the F Squared Hemp Disclosure Schedule identified in this Agreement and the Recitals set forth above are incorporated herein by reference and made a part hereof.

[Signature Page Follows]

Signature Page

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

TSMI:	TOTAL SPORTS MEDIA, INC.

	By:
	Name:	Michael Hill
	Title:	Chief Executive Office

MERGER SUB:	FSH MERGER SUB, LLC.

	By:
	Name:	Micheal Hill
	Title:	Chief Executive Office

F SQUARED HEMP:	F SQUARED HEMP, INC.

	By:
	Name:	John Flynn
	Title:	President and Chief Executive Officer