Item
1.01 Entry into a Material Definitive Agreement
Master
Agreement for the Exchange of Common Stock, Management, and Control
On
or about December 7, 2016, KSIX Media Holdings, Inc., a Nevada corporation (“KSIX”), entered into a Master Agreement
for the Exchange of Common Stock, Management, and Control (the “Exchange Agreement”) with True Wireless, LLC, an Oklahoma
Limited Liability Company (“TWL”) and the equity members of TWL (the “Members”).
Kevin
Brian Cox (“Cox”), a resident of the State of Tennessee, is the sole owner of all of TWL’s issued and outstanding
membership interests, either directly in his own name or indirectly through EWP Communications, LLC, a Tennessee limited liability
company also wholly owned by Cox. Additionally, under the Exchange Agreement, the KSIX, executed and entered into a “Management
and Marketing Agreement” (“Management Agreement”) with Cox.
Pursuant
to the Management Agreement, the KSIX will act as the manager of TWL until such time as the Exchange Agreement and the transactions
contemplated thereby are approved by the FCC. At this time, a final closing of the Exchange Agreement will occur and TWL will
then become a wholly-owned subsidiary of KSIX.
First
Addendum to Master Agreement for the Exchange of Equity, Management, and Control
On
or about March 30, 2017, KSIX, TWL and the Members executed a First Addendum to the Master Agreement for the Exchange of Common
Stock, Management and Control (previously executed on or about December 7, 2016 as set forth above) extending the time for all
material deadlines contemplated therein by thirty (30) days so as to allow all parties to complete the necessary tasks required
for closing on or about May 1, 2017.
Second
Addendum to Master Agreement for the Exchange of Equity, Management, and Control
On
or about April 30, 2017, KSIX, TWL and the Members executed a Second Addendum to the Master Agreement for the Exchange of Common
Stock, Management and Control (previously executed on or about December 7, 2016 and extended on March 30, 2017 as set forth above)
extending the time for all material deadlines contemplated therein by one hundred and twenty (120) days so as to allow all parties
to complete the necessary tasks required for closing on or before September 30, 2017.
Letter
of Intent – Proposed Amendment to the Exchange Agreement and Management dated December 7, 2017
On
or about May 2, 2017, KSIX, TWL, COX, and the TWL Members executed into a “First Amended Master Agreement for the Exchange
of Equity, Management and Control of True Wireless, LLC” setting forth the material terms of the proposed amendment to the
existing agreements between True Wireless, Cox, Matzinger, KSIX, and the Members and extending the time for closing until no later
than September 30, 2017 (the “Letter of Intent - 1
st
Amended Master Agreement”).
Pursuant
to this Letter of Intent - 1
st
Amended Master Agreement, which is conditioned on: (1) the development and execution
of more definitive agreement to amend the Exchange Agreement and the Management Agreement; and (2) the engagement of an appropriate
PCAOB qualified auditor to prepare the audited financial statements and note thereto for fiscal year end December 31, 2016 and
2015 for True Wireless which shall be paid for by KSIX, it is proposed by all parties listed herein that the existing agreements
between True Wireless, Cox, Matzinger, KSIX, and the Members be amended as set forth in the same said Letter of Intent - 1
st
Amended Master Agreement which is attached hereto as an exhibit.