KSIX MEDIA HOLDINGS, INC. (NYSE:TRMR) Files An 8-K Entry into a Material Definitive Agreement

KSIX MEDIA HOLDINGS, INC. (NYSE:TRMR) Files An 8-K Entry into a Material Definitive Agreement

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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 (the Company), executed and entered into an Master
Exchange Agreement for the Exchange of Common Stock, Management,
and Control (the Exchange Agreement) with True Wireless, LLC
(TWL) an Oklahoma Limited Liability Company, and Kevin Brian Cox
(Cox). Cox, a resident of the State of Tennessee, is the sole
owner of 100% of TWLs issued and outstanding membership interests
(the Seller) either personally on direct ownership basis or
indirectly through his ownership of all of the membership
interests of EWP Communications, LLC, a Tennessee limited
liability company.

Upon the execution of this Exchange Agreement, TWL will become a
wholly-owned subsidiary of the Company upon approval of the
change of control by the Federal Communication Commission (FCC).
TWLs primary business operation is a full service
telecommunications company specializing in the Lifeline program
as set forth by the Telecommunications Act of 1996, and regulated
by the FCC which provides subsidized mobile phone services for
low income individuals (Lifeline Services). TWL currently has an
FCC license to offer Lifeline Services in the following states:
Texas (TX), Oklahoma (OK), Arkansas (AR), Maryland (MD), Rhode
Island (RI).

to the Exchange Agreement, the Company will purchase 100% of the
membership interests in TWL for $24,000,000 USD to be paid by the
Company (e.g. cash, common stock, and promissory notes) to the
Seller or his assigns (Seller) as follows:

(1) Upon execution of the Exchange Agreement, the Company shall
pay: (a) 12,000,000 share of Common Stock of the Company
(valued at $0.50 per share), valued at $6,000,000 in the
aggregate; and (b) $500,000 USD as a non-refundable deposit
prepaying guaranteed profit to Cox; and
(2) Upon the FCC approval of the purchase of TWL by the Company
as set forth in the Exchange Agreement, the Company shall:
(a) pay Cox a total of $6,000,000 USD on or before March 31,
2017 towards the purchase price of TWL; (b) execute a
promissory note in the amount of $6,000,000 which shall be
payable on or before December 31, 2017; and (c) issue an
additional 12,000,000 shares of Common Stock of the Company
(valued at 0.50 per share), valued at $6,000,000 USD in the
aggregate.

Management and Marketing Agreement

On or about December 7 2016, KSIX Media Holdings, Inc., a Nevada
corporation (the Company), executed and entered into a Management
and Marketing Agreement (Management Agreement) with Kevin Brian
Cox (Cox). to the Management Agreement, the Company will act as
the manager of TWL until such time as the Exchange Agreement, as
described above, is approved by the FCC, and TWL becomes a
wholly-owned subsidiary of the Company.

During the interim time the Management Agreement is active, the
Company shall manage and direct the day-to-day operations of TWL
necessary to provide the Management Services in compliance with
the Applicable Telecommunications Laws and Regulations, Companys
ETC Designations, and the terms and conditions of this Agreement,
subject to the oversight, review, supervision, and control of the
Company. The Companys management responsibilities will include,
but are not limited to:

Billing Subscribers for the Services provided and collecting
for the TWL accounts the amounts billed, provided however,
that Company shall not be responsible for preparing or filing
FCC Form 497 with the Universal Service Administrative
Company to make claims for funding under the federal Lifeline
program;
Maintenance and oversight of the provision of the Wireless
Services by TWL;
Recommending to TWL any changes to the terms of any price
lists necessary for the TWLs provision of the Wireless
Services, provided however, that any such change shall be
subject to the final approval of the TWL;
Negotiation of agreements with any vendors, subject to the
final approval of TWL, including the negotiation and
procurement of cost effective resale or other similar
agreements with other telecommunications service providers;
Implementation of the TWLs promotions, marketing and
advertising programs;
Responsibility to prepare all reports, applications and other
submissions to the FCC or state and local regulatory
authorities, subject to the final approval of the TWL, that
are required or otherwise necessary in the sole judgment of
TWL to maintain its business during the management period,
provided however, that the TWL will be responsible for filing
any such reports, applications or other submissions with the
FCC or state and local regulatory authorities;

Implementation of standard operating procedures;
Implementation of programs and policies to assure adherence
to safety, environmental and other requirements under
applicable federal, state and local laws and regulations;
Day-to-day bookkeeping and recordkeeping of the accounts
relating to TWLs provision of Wireless Services;
Consulting with the TWL about the hiring or firing of Company
employees during the term of this Agreement;
Performance of all other functions consistent with the
purposes of this Agreement, good business practice in the
industry and Applicable Telecommunications Laws and
Regulations; and
Update TWL on the Wireless Services and provide periodic
reports on the status of the business conducted using the
Assets.

Under this Management Agreement, the Company shall be paid 80% of
all profits from Subscriber and Lifeline subsidies from the
Universal Service Administrative Company and any
state-administered funds, less the normal and prudently expenses
incurred in the provision of the Wireless services, operations,
and employees of TWL.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

10.1 Master Agreement for the Exchange of Common
Stock, Management, and Control

10.2 Management and Marketing Agreement


About KSIX MEDIA HOLDINGS, INC. (NYSE:TRMR)

Tremor Video, Inc. is an advertising technology company. The Company provides software for video advertising effectiveness. The Company operates through online video advertising services segment. Its technology optimizes performance of video advertisement campaigns across all screens, including computers, smartphones, tablets and connected televisions. The Company’s buyer platform enables advertisers, agencies and other buyers of advertising to discover, buy, optimize and measure the effectiveness of their video advertisement campaigns. The Company’s technology analyzes video content, detects viewer and system attributes, and uses its repository of stored third-party data to optimize and target the delivery of advertisement campaigns. Its buyers can transact directly on its buyer platform through the Tremor Video DSP, a user interface that allows them to manage the execution of their campaigns on a programmatic basis. The Company also offers a seller platform, the Tremor Video SSP.

KSIX MEDIA HOLDINGS, INC. (NYSE:TRMR) Recent Trading Information

KSIX MEDIA HOLDINGS, INC. (NYSE:TRMR) closed its last trading session up +0.04 at 2.22 with 229,956 shares trading hands.

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