FMHS Farmhouse Inc (QB)

3.17Labor and Employment Matters.  Thrown is not involved in any labor dispute or, to the knowledge of Thrown, is any such dispute threatened. To the knowledge of Thrown and its officers, none  

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of the employees of Thrown is a member of a union and Thrown believes that its relations with its employees are good. To the knowledge of Thrown and its officers, Thrown has complied in all material respects with all laws, rules, ordinances and regulations relating to employment matters, civil rights and equal employment opportunities.

3.18Insurance. As soon as practicable following: (i) the Closing ,and (ii)the closing of the Financing and capital contribution to Thrown described in Section 5.3(a), Thrown will make commercially reasonable efforts to obtain  valid, outstanding and enforceable policies of insurance issued to it by reputable insurers of recognized financial responsibility, covering its business against losses and risks normally insured against by other corporations or entities in the same or similar lines of businesses as Thrown is engaged and in coverage amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance Policies”). Thrown will make commercially reasonable efforts to maintain such Insurance Policies in full force and effect, and pay, or cause to be paid, all premiums due thereon. 

3.19Permits. Thrown possesses all Permits necessary to conduct its business, the lack of which could reasonably be expected to have a Material Adverse Effect. Thrown has not received any notice of, or is otherwise involved in, any Proceedings relating to the revocation or modification of any such Permits. All such Permits are valid and in full force and effect and Thrown is in full compliance with the respective requirements of all such Permits.   

3.20Bank Accounts. Section 3.20 to the Thrown Disclosure Schedule sets forth, with respect to each account of Thrown with any bank, broker, merchant processor, or other depository institution: (i) the name and account number of such account; (ii) the name and address of the institution where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect to such account, if any; and (iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each such account. 

3.21Illegal Payments. Thrown, nor any director, officer, member, manager, agent, employee or other Person acting on behalf of Thrown has, in the course of his actions for, or on behalf of, Thrown: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar foreign law or regulation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. 

3.22Related Party Transactions. Except for: (i) transactions disclosed in Section 3.22 of the Thrown Disclosure Schedules, which transactions are upon terms no less favorable than the applicable Thrown could obtain from third parties; and (ii) arm’s length transactions pursuant to which Thrown makes payments in the ordinary course of business upon terms no less favorable than Thrown could obtain from third parties, none of the officers, directors, managers, or employees of Thrown, nor any stockholders, members or partners who own, legally or beneficially, five percent (5%) or more of the ownership interests of Thrown (each a “Material Member”), is presently a party to any transaction with Thrown (other than for services as employees, officers and directors), including any contract providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director or such employee or Material Member or, to the best knowledge of Thrown, any other Person in which any officer, director, or any such employee or Material Member has  

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a substantial or material interest in or of which any officer, director or employee of Thrown or Material Member is an officer, director, trustee or partner. There are no claims, demands, disputes or Proceedings of any nature or kind between Thrown and any officer, director or employee of Thrown or any Material Member, or between any of them, relating to Thrown.

3.23Internal Accounting Controls. Thrown maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  

3.24.Brokers.  No broker, investment banker or other person is entitled to any broker’s, finder’s, or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Thrown. 

3.25.No Additional Agreements.  Thrown does not have any agreement or understanding with the Members with respect to the Transactions other than as specified in this Agreement. 

ARTICLE IV

Representations and Warranties of FMHS

Except as set forth in the corresponding sections of the disclosure schedule of FMHS delivered to Thrown and the Members concurrently with the execution and delivery of this Agreement (the “FMHS Disclosure Schedule”), FMHS hereby makes the following representations and warranties to Thrown and the Members as of the date hereof and as of the Closing Date, provided, however, that any information disclosed under any section number of the FMHS Disclosure Schedule shall be deemed disclosed and incorporated into any other sections, schedules or exhibits under the Agreement where such disclosure would reasonably appear to be an appropriate disclosure thereunder, whether or not repeated under such section number.

4.1 Subsidiaries. FMHS owns, directly or indirectly, no outstanding voting securities of or other interests in, or has any Control over, any other Person. 

4.2FMHS Organization and Name.  FMHS is a corporation, duly organized, validly existing and in good standing under the laws of Nevada, its jurisdiction of organization, and has the full power and authority and all necessary licenses, permits and other required authorization to: (i) enter into and execute this Agreement and to perform all of its obligations hereunder; and (ii) own and operate its assets and properties and to conduct and carry on its business as and to the extent now conducted. FMHS is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business or the ownership or use and operation of its assets or properties requires such qualification. The exact legal name of FMHS is as set forth in the first paragraph of this Agreement, and FMHS currently does not conduct, nor has FMHS, during the last five (5) years conducted, business under any other name or trade name. 

4.3Authorization; Validity. FMHS has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and  

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this Agreement and no other action or consent on the part of FMHS, the FMHS Board, stockholders, or any other Person is necessary or required by FMHS to execute this Agreement, consummate the Transactions contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the FMHS Charter and FMHS Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of FMHS to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of FMHS, enforceable against FMHS in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. FMHS knows of no reason why any it cannot perform any of its Obligations under this Agreement or any related agreements.

4.4.Capital Structure. The authorized capital stock of FMHS is as set forth in the SEC Documents (as defined below), which also specifies, for FMHS, the total number of authorized shares of capital stock, and of such authorized shares, the number which are designated as Common Stock and the number designated as preferred stock. The SEC Documents shall also specify, for FMHS, as of the date hereof, the number of shares of Common Stock issued and outstanding and the number of shares of preferred stock issued and outstanding. All of the outstanding shares of capital stock of FMHS are validly issued, fully paid and nonassessable, have been issued in compliance with all foreign, federal and state securities laws and none of such outstanding shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. As of the date of this Agreement, no shares of FMHS’s capital stock are subject to preemptive rights or any other similar rights or any Liens, claims or encumbrances suffered or permitted by FMHS. The Common Stock is currently quoted on the OTC Markets Group, Inc. OTCQB market (the “Principal Trading Market”) under the trading symbol “FMHS”.  FMHS has received no notice, either oral or written, with respect to continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Issuing FMHS has maintained all requirements on its part for the continuation of such quotation. Except as set forth in the SEC Documents and except for the securities to be issued pursuant to this Agreement, as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of FMHS or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which FMHS or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the FMHS or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of FMHS, except as reflected in teh SEC Documents; (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other contracts or instruments evidencing indebtedness of FMHS or by which FMHS is or may become bound, except as reflected in teh SEC Documents; (iii) there are no outstanding registration statements with respect to FMHS or any of their respective securities, and there are no outstanding comment letters from the SEC, the Principal Trading Market, or any other Governmental Authority with respect to any securities of FMHS; (iv) there are no agreements or arrangements under which FMHS is obligated to register the sale of any of its securities under the Securities Act or any other law of any other Governmental Authority; (v) there are no financing statements filed with any Governmental Authority securing any obligations of FMHS or filed in connection with any assets or properties of FMHS; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or instruments of FMHS which contain any redemption or  

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similar provisions, and there are no contracts or agreements by which such FMHS is or may become bound to redeem a security of such FMHS (except pursuant to this Agreement). FMHS has furnished to Thrown complete and correct copies of such (x) FMHS’s Certificate of Incorporation, as amended and as in effect on the date hereof and (y) such FMHS Bylaws, as in effect on the date hereof, and (z) any other governing or organizational documents, as applicable (the documents in clauses (x), (y), and (z), “FMHS Org Docs”) . Except for the documents delivered to Thrown in accordance with the immediately preceding sentence, there are no other shareholder agreements, voting agreements, operating agreements, or other contracts or agreements of any nature or kind that restrict, limit or in any manner impose obligations, restrictions or limitations on the governance of FMHS.

4.5No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not: (i) constitute a violation of or conflict with the FMHS Org Docs; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which FMHS is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws and the rules and regulations of any Principal Trading Market); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, FMHS or any of their respective assets. FMHS is not in violation of the FMHS Org Docs, as applicable, and FMHS is not in default or breach (and no event has occurred which with notice or lapse of time or both could put FMHS in default or breach) under, and FMHS has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which FMHS is a party or by which any property or assets of FMHS are bound or affected. No business of FMHS is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, FMHS is not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue the FMHS Stock in accordance with the terms hereof. All consents and approvals which FMHS is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the date hereof. 

4.6Issuance of Securities. The shares of FMHS Stock are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all Liens, claims, charges, taxes, or other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities laws and the laws of any foreign jurisdiction applicable to the issuance thereof.  Assuming the accuracy of the Member’s representations under Article II 2 hereof, the issuance of the FMHS Stock will be exempt from: (i) the registration and prospectus delivery requirements of the Securities Act; (ii) the registration and/or qualification provisions of all applicable state and provincial securities and “blue sky” laws; and (iii) any similar registration or qualification requirements of any foreign jurisdiction or other Governmental Authority. 

4.7Compliance with Laws. The nature and transaction of FMHS’s business and operations and the use of its properties and assets, do not and hereafter shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind or nature, including, without limitation, the  

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provisions of the Fair Labor Standards Act or any zoning, land use, building, noise abatement, occupational health and safety or other laws, any Permit or any condition, grant, easement, covenant, condition or restriction, whether recorded or not, except to the extent such violation or conflict would not result in a has not had and would not reasonably be expected to have a material adverse effect on FMHS, a material adverse effect on the ability of FMHS to perform its obligations under this Agreement or on the ability of FMHS to consummate the Transactions (a “FMHS Material Adverse Effect”).  .

4.8Environmental Laws and Hazardous Substances. Except to the extent that any of the following would not have a FMHS Material Adverse Effect (including financial reserves, insurance policies and cure periods relating to compliance with applicable laws and Permits) and are used in such amounts as are customary in the ordinary course of business in compliance with all applicable environmental Laws, FMHS represents and warrants that, to its knowledge: (i) FMHS has not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any hazardous materials, on or off any of the premises of FMHS (whether or not owned by FMHS) in any manner which at any time violates any environmental Law or any Permit, certificate, approval or similar authorization thereunder; (ii) the operations of FMHS comply in all material respects with all environmental Laws and all Permits certificates, approvals and similar authorizations thereunder; (iii) there has been no investigation, Proceeding, complaint, order, directive, claim, citation or notice by any Governmental Authority or any other Person, nor is any pending or, to FMHS’s knowledge, threatened; and (iv) FMHS has no liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual, of any hazardous materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any hazardous material. 

4.9Investment Company.  FMHS is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

4.10SEC Documents; Financial Statements. The Common Stock of the FMHS is registered pursuant to Section 12 of the Exchange Act, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC or any other Governmental Authority (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). FMHS is current with its filing obligations under the Exchange Act and all SEC Documents have been filed on a timely basis or the FMHS has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The FMHS represents and warrants that true and complete copies of the SEC Documents are available on the SEC’s website (www.sec.gov) at no charge to Thrown, and Thrown acknowledges that it may retrieve all SEC Documents from such website and Thrown’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Thrown; provided, however, that if Thrown is unable to obtain any of such SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond Thrown’s control, then upon request from Thrown, FMHS shall deliver to Thrown true and complete copies of such SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be  

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amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the consolidated financial statements of the FMHS included in the SEC Documents (the “Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All of the Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of FMHS as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). To the knowledge of FMHS and its officers, no other information provided by or on behalf of FMHS to GFBI which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

4.11Absence of Certain Changes. Since the date the last of the SEC Documents was filed with the SEC, none of the following have occurred: 

(a)There has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in, a FMHS Material Adverse Effect; or 

(b)Any transaction, event, action, development, payment, or any other matter of any nature whatsoever entered into by FMHS other than in the ordinary course of business. 

4.12Litigation and Taxes. Except as set forth in teh SEC Documents, there is no Proceeding pending, or to FMHS’s knowledge, threatened, against FMHS or their respective officers, managers, members or shareholders, or against or affecting any of their respective assets. In addition, there are no outstanding judgments, orders, writs, decrees or other similar matters or items against or affecting FMHS, its business or assets. FMHS has not received any material complaint from any Customer, supplier, vendor or employee. FMHS has duly filed all applicable foreign and U.S. income or other tax returns and has paid all foreign and U.S. income or other taxes when due. There is no Proceeding, controversy or objection pending or threatened in respect of any tax returns of FMHS. 

4.13Event of Default. No event of default has occurred and is continuing, and no event has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an event of default under this Agreement, and FMHS is not in default (without regard to grace or cure periods) under any contract or agreement to which it is a party or by which any of their respective assets are bound. 

4.14ERISA Obligations. To the knowledge of FMHS, FMHS has not or has ever had any Employee Plans subject to ERISA, and FMHS has no obligations or liabilities arising under ERISA of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets. 

4.15Adverse Circumstances. No condition, circumstance, event, agreement, document, instrument, restriction, litigation or Proceeding (or threatened litigation or Proceeding or basis therefor) exists which: (i) could adversely affect the ability of FMHS to perform its obligations under the Agreement;  

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(ii) would constitute a default under the Agreement; (iii) would constitute such a default with the giving of notice or lapse of time or both; or (iv) would constitute or give rise to a FMHS Material Adverse Effect.

4.16Liabilities and Indebtedness of FMHS. FMHS has no Funded Indebtedness or any liabilities or obligations of any nature whatsoever, except: (i) as disclosed in the Financial Statements; or (ii) liabilities and obligations incurred in its ordinary course of business since the date of the last Financial Statements filed by FMHS with the SEC which do not or would not, individually or in the aggregate, exceed Ten Thousand Dollars (USD$10,000) or otherwise have a FMHS Material Adverse Effect. 

4.17Title to Properties.  FMHS does not own any real property.  FMHS has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses, except to the extent the failure of having such sufficient title or valid leasehold interest, would not reasonably be expected to have a FMHS Material Adverse Effect.  All such assets and properties, other than assets and properties in which Thrown has leasehold interests, are free and clear of all Liens except for Liens that, in the aggregate, do not and will not materially interfere with the ability of FMHS to conduct business as currently conducted. 

4.18Material Contracts. An accurate, current and complete each contract, instrument or other agreement to which FHMS is a party or by which it is bound which is material to the business of FHMS, taken as a whole (each, a “FHMS Material Contract”) has been furnished to Thrown and/or is readily available as part of the SEC Documents, and each of the FHMS Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof. Except for those provided to Thrown prior to the Closing Date, there are no outstanding offers, bids, proposals or quotations made by FMHS which, if accepted, would create an FHMS Material Contract with such FMHS. Each of the FHMS Material Contracts is in full force and effect and is a valid and binding obligation of the parties thereto in accordance with the terms and conditions thereof. To the knowledge of FMHS and its officers, all obligations required to be performed under the terms of each of the FHMS Material Contracts by any party thereto have been fully performed by all parties thereto, and no party to any FHMS Material Contracts is in default with respect to any term or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration or modification of any obligation of any party thereto or the creation of any lien, claim, charge or other encumbrance upon any of the assets or properties of FMHS. Further, FMHS has not received any notice, nor does FMHS have any knowledge, of any pending or contemplated termination of any of the FHMS Material Contracts and, no such termination is proposed or has been threatened, whether in writing or orally. 

4.19Title to Assets. FMHS has good and marketable title to, or a valid leasehold interest in, all of its assets and properties which are material to its business and operations as presently conducted, free and clear of all liens, claims, charges or other encumbrances or restrictions on the transfer or use of same. Except as would not have a FMHS Material Adverse Effect, the assets and properties of FMHS are in good operating condition and repair, ordinary wear and tear excepted, and are free of any latent or patent defects which might impair their usefulness, and are suitable for the purposes for which they are currently used and for the purposes for which they are proposed to be used. 

4.20Intellectual Property. FMHS owns or possesses adequate and legally enforceable rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now conducted. FMHS has no  

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knowledge of any infringement by FMHS of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other intellectual property rights of others, and, to the knowledge of FMHS, there is no claim, demand or Proceeding, or other demand of any nature being made or brought against, or to FMHSs’ knowledge, being threatened against, FMHS regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other intellectual property infringement; and FMHS is not aware of any facts or circumstances which might give rise to any of the foregoing.

4.21Labor and Employment Matters. FMHS is not involved in any labor dispute or, to the knowledge of FMHS, is any such dispute threatened. To the knowledge of FMHS and its officers, none of the employees of FMHS is a member of a union and FMHS believes that its relations with its employees are good. To the knowledge of FMHS and its officers, FMHS has complied in all material respects with all laws, rules, ordinances and regulations relating to employment matters, civil rights and equal employment opportunities. 

4.22Insurance. FMHS has no ;insurance policies. 

4.23Permits. FMHS possesses all Permits necessary to conduct its business, and FMHS has not received any notice of, or is otherwise involved in, any Proceedings relating to the revocation or modification of any such Permits. All such Permits are valid and in full force and effect and FMHS is in full compliance with the respective requirements of all such Permits. 

4.24Bank Accounts. Section 4.24 to the FMHS Disclosure Schedule sets forth, with respect to each account of FMHS with any bank, broker, merchant processor, or other depository institution: (i) the name and account number of such account; (ii) the name and address of the institution where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect to such account, if any; and (iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each such account. 

4.25Illegal Payments. FMHS, nor any director, officer, member, manager, agent, employee or other Person acting on behalf of FMHS has, in the course of his actions for, or on behalf of, FMHS: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar foreign law or regulation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. 

4.26Related Party Transactions. Except for: (i) transactions disclosed in the Financial Statements, which transactions are upon terms no less favorable than the applicable FMHS could obtain from third parties; and (ii) arm’s length transactions pursuant to which FMHS makes payments in the ordinary course of business upon terms no less favorable than FMHS could obtain from third parties, none of the officers, directors, managers, or employees of FMHS, nor any stockholders, members or partners who own, legally or beneficially, five percent (5%) or more of the ownership interests of FMHS (each a “FMHS Material Member”), is presently a party to any transaction with FMHS (other than for services as employees, officers and directors), including any contract providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from,  

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any officer, director or such employee or FMHS Material Member or, to the best knowledge of FMHS, any other Person in which any officer, director, or any such employee or FMHS Material Member has a substantial or material interest in or of which any officer, director or employee of FMHS or FMHS Material Member is an officer, director, trustee or partner. There are no claims, demands, disputes or Proceedings of any nature or kind between FMHS and any officer, director or employee of FMHS or any FMHS Material Member, or between any of them, relating to FMHS.

4.27Internal Accounting Controls. FMHS maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  

4.28Brokerage Fees.  There is no Person acting on behalf of FMHS who is entitled to or has any claim for any brokerage or finder’s fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.  

4.29No General Solicitation. FMHS, nor any of their respective Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or issuance of the FMHS Stock or any shares issuable upon conversion of the Revolving Note. 

4.30Private Placement. Assuming the accuracy of the representations and warranties set forth in Article 2 above, no registration under the Securities Act or the laws, rules or regulations of any other Governmental Authority is required for the issuance of the FMHS Stock. 

4.31Complete Information. This Agreement and all financial statements, exhibits, schedules, certificates, confirmations, agreements, contracts, and other materials submitted to Thrown in connection with or in furtherance of this Agreement by or on behalf of FMHS fully and fairly states the matters with which they purport to deal, and do not misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading. 

ARTICLE V

Conditions to Closing

5.1.FMHS Conditions Precedent.  The obligations of the Members and Thrown to enter into and complete the Closing are subject, at the option of the Member and Thrown, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Thrown and the Members in writing. 

(a)Funding Requirements.  FMHS shall have entered into a financing agreement with an investor or investors satisfactory to the Members pursuant to the terms of which FMHS shall receive a bona fide commitment for a financing of not less than USD$5,000,000 and up to USD$10,000,000.00 on terms reasonably satisfactory to Thrown (the “Financing”).  As soon as practicable following the closing of such Financing, FMHS shall allocate and pay approximately

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eighty percent (80%) of the cash proceeds of the Financing to Thrown for general working capital purposes.

(b)Representations and Covenants. The representations and warranties of FMHS contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.  FMHS shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by FMHS on or prior to the Closing Date. 

(c)Litigation.  No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of Thrown or the Members, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of FMHS.  

(d)Consents.  All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by FMHS for the authorization, execution and delivery of this Agreement and the consummation by it of the Transactions shall have been obtained and made by FMHS, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a FMHS Material Adverse Effect. 

(e)Satisfactory Completion of Due Diligence.  Thrown and the Members shall have completed their legal, accounting and business due diligence of FMHS and the results thereof shall be satisfactory to Thrown and the Member in their sole and absolute discretion.  

(f)Issuance of Shares. At the Closing, FMHS shall deliver to the Members a certificate representing the new shares of FMHS Stock issued to such Member. 

(g)Delivery of Documents. At the closing FMHS shall deliver to the Members and Thrown such other documents as Thrown may reasonably request for the purpose of facilitating the consummation of the Transactions. 

(h)FMHS Management.  The FMHS Board shall have appointed two additional directors of FMHS as follows, effective at the Closing Date, and FMHS shall have received letters from FMHS's current officers and directors to be effective upon the Closing Date and confirming that they have no claim against FMSH in respect of any outstanding remuneration or fees of whatever nature: 

NameTitle 

Evan HorowitzChairman and CEO 

Michael LandauDirector 

Leslie KatzDirector 

Thrown NomineeDirector 

FMHS Nominee Director 

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(i)Thrown Management.  The FMHS Board shall have designated a committee of the FMHS Board consisting of Faheem Najm, Jason Tucker, and Melissa Tucker (such committee, the “Thrown Management Committee”) to exercise the powers of the FMHS Board solely in the management  of the business and affairs of Thrown as a subsidiary of FMHS. In addition to the foregoing, the management of Thrown at Closing shall be as follows, and Thrown shall have received letters from Thrown's current mangers, and officers to be effective upon the Closing Date and confirming that they have no claim against Thrown in respect of any outstanding remuneration or fees of whatever nature: 

(j)The Parties shall have executed and delivered an Earn-Out Agreement in the form attached hereto as Exhibit B (the “Earn-Out Agreement”). 

(k)The Members and Majority Shareholders shall have executed and delivered a Investor Rights and Management Agreement  in the form attached hereto as Exhibit C (the “Management Agreement”). 

(l)The Members and stockholders of FMHS shall have executed and delivered a Voting Agreement in the form attached hereto as Exhibit D (the “Voting Agreement”). 

5.2.Thrown and Member Conditions Precedent.  The obligations of FMHS to enter into and complete the Closing is subject, at the option of FMHS, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by FMHS in writing. 

(a)Representations and Covenants.  The representations and warranties of the Members and Thrown contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.  The Members and Thrown shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Members and Thrown on or prior to the Closing Date.

(b)Litigation.  No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of FMHS, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of Thrown.

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(c)Consents.  All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Members and/or Thrown for the authorization, execution and delivery of this Agreement and the consummation by them of the Transactions, shall have been obtained and made by the Members and/or Thrown, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have an Thrown Material Adverse Effect. 

(d)Satisfactory Completion of Due Diligence.  FMHS shall have completed its legal, accounting and business due diligence of Thrown and the Members and the results thereof shall be satisfactory to FMHS in its sole and absolute discretion 

(e)Executive Employment Agreements.  FMHS and each of the officers of Thrown, Faheem Najm (CEO), Jason Tucker (President) and Melissa Tucker (COO) shall have entered into executive employment agreements having a three (3) year term, in the forms attached hereto as Exhibit E (the “Form of Employment Agreement”), which shall provide for, among other things, the provision by the officers of Thrown of marketing support and promotion consistent with the Thrown Brand License Agreement, participation in the development of brand and promotion, product design, and product development, promotional assistance to publicize the brand and products, and non-compete provisions (during the period in which such managers are either officers of Thrown).  

(f)Membership Units Ownership.  The Members shall have delivered to FMHS evidence of the registration of FMHS as the new owner of the Membership Units in the appropriate records/register of Thrown. 

ARTICLE VI

Covenants

6.1.Earn-Out Agreement.  The Parties hereto agree that the Earn-Out Agreement is a material part of this Agreement, and its terms are incorporated herein by reference. 

6.2.Expense Reimbursement.  FMHS agrees to reimburse Thrown for organizational and operating expenses of up to one hundred thousand dollars (USD$100,000) incurred before the Closing, which FMHS will pay to Thrown or its vendors (as the case may be) within thirty (30) Days of closing. 

6.3.License Payments.  At the Closing, FMHS will, on behalf of Thrown, pay Nappy Boy fifty thousand United States dollars (USD$50,000) as an advance against royalties pursuant to the Thrown Brand License Agreement dated April 19, 2024 by and between Nappy Boy and Thrown. 

6.4.Shareholder Rights and Management Agreement. The Parties hereto agree that the Shareholder Rights and Management Agreement in the form attached hereto as Exhibit C is a material part of this Agreement, and its terms, including without limitation, those granting the Members (i) certain management and governance rights in Thrown and (ii) Thrown preemptive rights to new issuances of shares of FMHS, are incorporated herein by reference 

6.6.Blue Sky Laws. FMHS shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the FMHS Stock in connection with this Agreement. 

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6.7.Public Announcements. FMHS and Thrown will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to this Agreement and the Transactions. Neither Party shall issue any such press release or make any such public statement prior to such consultation and without the written consent of the other Party, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges. 

6.8.Fees and Expenses.  Subject to Section 6.2, all fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated. 

6.9.Continued Efforts.  Each Party shall use commercially reasonable efforts to (a) take all action necessary to consummate the Transactions, including, for the avoidance of doubt, the amendment of such Party’s organizing or governing documents, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date. 

ARTICLE VII
Survival; Indemnification

7.1.Survival. The representations and warranties, and the covenants that require performance on or prior to the Closing, of the Parties contained in this Agreement or in any certificates or other writing delivered pursuant to this Agreement or in connection herewith (but not covenants that require performance after the Closing Date, which shall survive the Closing indefinitely in accordance with their terms) will survive the Closing for eighteen (18) months thereafter (the “General Survival Date”); provided, however, that: the representations and warranties contained in Section 2.1 (Good Title), Section 2.2 (Power and Authority), Section 2.3 (No Conflicts), Section 2.4 (Litigation), Section 2.5 (No Finder’s Fee) and Section 4.3 (Authorization; Validity), Section 4.4 (Capital Structure), Section 4.5 (No Conflicts; Consents and Approvals), Section 4.6 (Issuance of Securities), Section 4.7 (Compliance with Laws) Section 4.9 (Investment Company), Section 4.12 (Litigation and Taxes), Section 4.23 (Permits), Section 4.26 (Related Party Transactions); Section 4.28 (Brokerage Fees), collectively, shall survive the Closing until sixty (60) days past the expiration of the statute of limitations applicable to matters covered thereby (after giving effect to any waiver or extension thereof granted by the applicable Party or the pendency of any litigation or dispute resolution process) ((the representations and warranties listed to in this sentence are referred to as the “Fundamental Representations”). Subject to any applicable statutes of limitations, all covenants and agreements that require performance after the Closing Date of the Parties contained in this Agreement will survive the Closing indefinitely in accordance with their terms.  

7.2Indemnification by Thrown.  

(a)Subject to the terms, conditions, and limitations of this Article VII, Thrown shall severally, and not jointly and severally, indemnify, defend, and hold harmless FMHS, its Affiliates and their respective equity owners, partners, directors, managers, officers, employees, representatives, financial advisors, counsel, accountants and other agents, and successor and assigns (collectively, all of the foregoing the “FMHS Indemnified Parties”) against any and all Losses actually incurred or suffered by the FMHS Indemnified Parties to the extent resulting from (a) any failure of any representation or warranty made by Thrown in this Agreement or any

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certificate delivered pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing; or (b) any material breach of any covenant or agreement made or to be performed by Thrown pursuant to this Agreement;

(b)The FMHS Indemnified Parties shall have no right to recover any amounts pursuant to Section 7.2.1 unless on or before the General Survival Date, the FMHS notifies Thrown of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the FMHS. Any indemnification claim by a FMHS Indemnified Party pursuant to Section 7.2.1(b) shall be required to be made by delivering notice to Thrown no later than the expiration of the applicable statute of limitations. 

7.3        Indemnification by FMHS. 

(a)Subject to the terms and conditions of this Article VII, the FMHS will indemnify, defend, and hold harmless the Thrown, its Affiliates and their respective officers, directors, managers, stockholders, members, partners, representatives, financial advisors, counsel, accountants and other agents (collectively, the “Thrown Indemnified Parties”) against any and all Losses actually incurred or suffered by the Thrown Indemnified Parties to the extent resulting from: (a) any failure of any representation or warranty made by the FMHS in this Agreement or any certificate delivered pursuant to this Agreement to be true and correct as of the date hereof and as of the Closing; and (b) any breach of any covenant or agreement made or to be performed by the FMHS pursuant to this Agreement.

(b)The Thrown Indemnified Parties shall have no right to recover any amounts pursuant to Section 7.3 unless on or before the General Survival Date, Thrown notifies the FMHS in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the expiration of the applicable statute of limitation. 

7.4Indemnification Procedures. 

(a)If any Person who or which is entitled to seek indemnification under Section 7.2 or 10.3 (an “Indemnified Party”) receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (an “Indemnifying Party”) is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof; provided, however, that if the Indemnified Party receives a complaint, petition, or any other pleading in connection with a Third-party Claim which requires the filing of an answer or other responsive pleading, the Indemnified Party shall furnish the Indemnifying Party with a copy of such pleading at least ten (10) days prior to the date a responsive pleading thereto is required to be filed (or promptly upon receipt by the Indemnified Party, if the Indemnified Party receives such complaint, petition or other pleading within such ten day period). Such notice by the Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in the defense of such Third-Party Claim at the Indemnifying Party’s expense, or at its option (subject to the limitations set forth in this Section 7.4.1) to assume the defense of thereof by appointing a recognized and reputable counsel reasonably acceptable to the

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Indemnified Party to be the lead counsel in connection with such defense; provided that:

(b)The Indemnifying Party must give the Indemnified Party written notice of its election to assume control of the defense of the Third-Party Claim within ten (10) days of the Indemnifying Party’s receipt of notice of the Third-Party Claim. However, if the Indemnifying Party disputes any liability in connection with such matter, the Indemnifying Party may give the Indemnified Party written notice of its disclaimer of liability within ten (10) days of the Indemnifying Party’s receipt of notice of the Third-Party Claim. 

(c)The Indemnified Party shall be entitled to participate in the defense of the Third-party Claim and to employ a recognized and reputable counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party, except that the Indemnifying Party shall pay (i) any reasonable fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense and (ii) the fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party. 

(d)The Indemnifying Party shall not be entitled to assume control of the defense of the Third-party Claim (unless otherwise agreed to in writing by the Indemnified Party) and shall pay, except where the Indemnifying Party disclaims liability, the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not unconditionally acknowledge in writing its obligation to indemnify and hold the Indemnified Party harmless with respect to the Third-party Claim, (ii) the Indemnified Party reasonably believes that the Third-party Claim could materially adversely affect the Business, (iii) the Third-party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (iv) the Third-party Claim seeks injunctive or other equitable relief applicable to the Indemnified Party, or (v) the Indemnifying Party fails to take reasonable steps necessary to defend diligently the Third-party Claim within ten (10) days after receiving written notice from the Indemnified Party that the Indemnified Party reasonably believes (upon having received written advice with supporting documentation from a recognized and reputable counsel) that the Indemnifying Party has failed to take such steps. 

(e)If the Indemnifying Party has assumed the control and defense of a Third-party Claim, without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third-party Claim that would lead to loss, liability, or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of all Indemnified Parties. 

(f)Any claim by an Indemnified Party on account of Losses that does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) Business Days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of Losses that has been or may be sustained by the Indemnified Party. The  

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Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party at the Indemnifying Party’s expense pursuant to the terms and subject to the provisions of this Agreement.

(g)A failure to give timely notice or to include any specified information in any notice as provided in Section 7.4.1 or 10.4.2 will not affect the rights or obligations of any Party, except and only to the extent that, as a result of such failure, any Party that was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise prejudiced as a result of such failure. 

(h)No Party shall be obligated to provide indemnification hereunder if it timely objects to such obligation unless and until a court of competent jurisdiction has determined that the Party from which indemnification is sought is liable or responsible for such Losses in a final, non-appealable judgment, unless otherwise settled by written agreement of the Parties. If the party seeking indemnification prevails in such matter, it shall be entitled to collect from the other Party the reasonable attorneys’ fees and expenses it incurred in connection with this Section 7.4.4. 

7.4 Miscellaneous Indemnification Provisions. 

(a)Indemnification Basket. FMHS Indemnified Parties shall not be entitled to recover Losses from Seller under Section 7.1.1 unless and until the aggregate amount of all such Losses for which the Buyer Indemnified Parties are entitled to indemnification exceeds USD$50,000 (the “Basket Amount”), at which point the Buyer Indemnified Parties shall be entitled to indemnification from and against the first dollar of all such Losses, including the Basket Amount. The Basket Amount shall not apply to any Losses arising from or as a result of any action or inaction that constitutes actual fraud or willful misconduct. 

(b)Indemnification Threshold. Thrown shall have no indemnification obligations in respect of any Losses under Section 7.1.1 until such time as the total amount of all Losses incurred by any FMHS Indemnified Party arising from or related to any individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) exceeds USD$5,000 (the “Minimum Threshold”); provided, that the Minimum Threshold shall not be utilized in determining whether the FMHS Indemnified Parties have incurred Losses up to or in excess of the Basket Amount. The Minimum Threshold shall not apply to any Losses arising from or as a result of any action or inaction that constitutes actual fraud or willful misconduct. 

(c)Exclusive Remedy. Other than claims for fraud or willful misconduct, the indemnification provisions of this Article VII shall be the sole and exclusive remedy of the Indemnified Persons and their respective Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement, whether sounding in contract, tort, fraud, or otherwise, and whether asserted against Thrown or any other Person. Notwithstanding the foregoing restrictions, each Party to this Agreement shall be entitled to bring an action for injunctive or other equitable relief to enforce the terms of this Agreement, including specific performance, and no limitation or condition of liability provided in this Article VII shall apply to any claim arising from fraud or criminal misconduct by a Party. 

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(d)Treatment of Indemnification Payments. The Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the amount of Financing allocable to Thrown under Section 5.1(a) (including, for the avoidance of doubt, for  purposes) to the extent permitted by applicable Law. 

(e)Insurance Proceeds and Other Recoveries. Each Indemnified Party shall use commercially reasonable efforts to seek recovery under any insurance policies such Indemnified Party maintains and reasonably determines would cover any Loss to the same extent such Indemnified Party would if such Loss were not subject to indemnification hereunder; provided, that, for purposes of clarity, no party shall have any obligation to initiate or pursue any lawsuit, arbitration or similar action against the applicable insurer. The amount of Losses recoverable by an Indemnified Party pursuant to this Article VII with respect to an indemnity claim shall be reduced by the amount of insurance proceeds or other amounts actually recovered by such Indemnified Party with respect to the Losses to which such indemnity claim relates, net of any expenses related to the receipt of such payment, occasioned by such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies to the extent reasonably practicable; provided, however, that in no event shall FMHS be obligated to obtain or maintain any level of insurance coverage. 

(f)Materiality. For purposes of calculating the amount of any Losses, any and all references qualified by concepts of “materiality” or “material adverse effect” shall be disregarded. 

ARTICLE VIII
Miscellaneous

8.1.Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the addresses set forth on the signature page hereof (or at such other address for a Party as shall be specified by like notice).  

8.2.Amendments; Waivers; No Additional Consideration.  No provision of this Agreement may be waived or amended except in a written instrument signed by FMHS, Thrown and the Members. 

8.3.Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Members, FMHS and Thrown will be entitled to specific performance under this Agreement.  The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate. 

8.4.Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or 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 is not affected in any manner materially adverse to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties 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 the Transactions are fulfilled to the extent possible. 

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8.5.Counterparts; Facsimile Execution.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.  Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes. 

8.6.Entire Agreement; Third Party Beneficiaries.  This Agreement, together with the Rescission Agreement (a) constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions, and (b) are not intended to confer upon any person other than the Parties any rights or remedies. 

8.7.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Delaware are mandatorily applicable to the Transactions.  

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. 

The Members:

NAPPY BOY DRANKS, LLC

By:_____________________

Name: Faheem Rashad Najm (p/k/a T-Pain)

Title: Member

GSB HOLDINGS, LLC

By:_____________________

Name: Jason Tucker

Title: Manager

[Signature Page to Share Exchange Agreement]

ANNEX A

Definitions

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

“Governmental Entity” means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign. 

“FMHS Bylaws” means the Bylaws of FMHS, as amended to the date of this Agreement.

“FMHS Charter” means the Articles of Incorporation of FMHS, as amended to the date of this Agreement. 

“Law” means any statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or decree. 

“Legend” means, collectively, i) the restrictive legend set forth in Section 2.11 and ii) any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended. 

“Lien” means any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance.  

“Loss” means any loss (including any diminution in value), liability, action, cause of action, cost, damage or expense, Tax, penalty, fine, in each case whether or not arising out of Third-Party Claims including interest, penalties, attorneys’, consultants’ and experts’ fees and expenses (including such attorneys’, consultants’ and experts’ fees and expenses incurred in connection with the enforcement of a party’s rights under this Agreement) and all amounts paid in investigation, defense or settlement of any of the foregoing; provided that Losses shall not include consequential or punitive damages, except to the extent paid by the applicable FMHS Indemnified Party to a third-party.

“Material Adverse Effect” means, with respect to a Party, any event, occurrence, fact, condition or change (each, an “Effect”) that is materially adverse to (a) the business, results of operations, financial condition or assets of that Party, taken as a whole, or (b) the ability of Party to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Party operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; or (v) epidemics, natural or man-made disasters or acts of God.

“Permit” means any license, permit, approval, waiver, order, authorization, right or privilege of any nature whatsoever, granted, issued, approved or allowed by any Governmental Authority.

28

“Person” means an individual, a corporation, a partnership, a limited liability Companies, an association, a trust, a joint stock Companies, a joint venture, an unincorporated organization, any Governmental Entity, or other entity or organization.

“SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Third Party Claim” means any claim, demand, action, suit, or proceeding made or brought by any Person who or that is not a party to this Agreement.

29

EXHIBIT A

STOCK MEMEBERSHIP TRANSFER DOCUMENTS

30

EXHIBIT B

EARN-OUT AGREEMENT

31

EXHIBIT C

INVESTOR RIGHTS AND MANAGEMENT AGREEMENT

32

EXHIBIT D

VOTING AGREEMENT

33

EXHIBIT E

FORM OF EMPLOYMENT AGREEMENT

34

EARNOUT AGREEMENT

THIS EARNOUT AGREEMENT (this “Agreement”) is made as of the September 10, 2024, by and among Farmhouse Inc., a Nevada Corporation (“Buyer”), Nappy Dranks, LLC a Delaware limited liability company ("Nappy Boy"), and GSB Holdings, LLC, a Nevada limited liability company ("GSB" and, together with Nappy Boy, “Sellers”), and Thrown, LLC, a Delaware limited liability company (the “Company”).  Company, Buyer and Sellers are collectively referred to herein as the “Parties”. 

WITNESSETH:

WHEREAS, Company, Sellers and Buyer are parties to that certain equity exchange agreement dated as of the same date hereof (the “Share Exchange Agreement”) which provides for Buyer to purchase all of the Membership Units of the Company (terms used in this Agreement which are not defined herein shall have the meaning given to such term in the Share Exchange Agreement);

WHEREAS, the Share Exchange Agreement provides that the Buyer and Company will enter into this Agreement with Sellers to provide for earnout payments to Sellers conditioned on the profits of the Company meeting or exceeding the benchmarks set forth herein; and 

WHEREAS, the Parties now desire to enter into this Agreement to set forth the terms and conditions for the earnout contemplated by the Share Exchange Agreement. 

NOW, THEREFORE, in consideration of the promises and of the respective representations and warranties set forth in this Agreement, and of the covenants and agreements contained herein, and intending to be legally bound, the Parties hereby agree as follows: 

ARTICLE 1 

Definitions

1.1Definitions.   

“Affiliate” means, with respect to any entity, an entity that directly or indirectly controls or is controlled by, or is under common control with, as the case may be, the relevant entity.

“Earnout Period”—calculated from the date of Closing as provided in the Share Exchange Agreement, for Year 1, the twelve (12)-month period immediately following the Closing Date (the “First Year Period”); for Year 2, the twelve (12)-month period immediately following Year 1 (the “Second Year Period”) and for Year 3, the twelve (12)-month period immediately following Year 2 (the “Third Year Period”).  Earnout Periods shall be comprised of whole months, meaning if the Closing Date is on or between the 1^st to 15^th of any month, Year 1 begins on the first day of such month.  If the Closing Date is on or between the 16^th to last day of any month, Year begins on the first day of the following month.

Execution Version

“Independent Accountants”—a recognized national or regional independent accounting firm mutually acceptable to Buyer and Seller.  If Buyer and Sellers cannot agree on a firm within fifteen (15) days from any event that requires selection of such a firm, then Buyer and Sellers shall each select an accountant who is a certified public accountant and the two accountants so selected shall within fifteen (15) days thereafter mutually agree on a recognized national or regional independent accounting firm.

“Licensed Products” products manufactured, marketed, sold, or distributed by the Company pursuant to the Thrown Brand License Agreement dated April 19, 2024 by and between Nappy Boy and the Company.

“Revenues” - shall mean the gross invoice price charged for Licensed Products sold directly or indirectly by or for the account of the Company, less only actual returns or discounts in lieu of returns and rebates, volume discounts, slotting fees or other incentives collectively not to exceed 10% (ten percent) in any quarter.  No deduction of any kind may be made from Company’s gross invoice price or royalties.  No deduction shall be taken for costs incurred in manufacturing, selling, distributing, advertising), uncollectible accounts, commissions, or any other amounts.  

“Trading Day” means any day on which the primary market on which shares of Buyer’s common stock are listed is open for trading.

ARTICLE 2 

Earnout Payment

2.1Earnout Payments. Following the consummation of the Transactions contemplated by the Share Exchange Agreements,  and in addition to the FMHS Stock deliverable at the Closing thereof, Buyer shall issue to Sellers up to an additional thirteen million dollars ($13,000,000) worth of common stock of Buyer (the “Earnout Shares”), pro rata as set forth below, promptly following the achievement of the conditions set forth below.  

(a)Sellers are eligible for an Earnout payment in the amount of five million dollars ($5,000,000) for the First Year Period provided the Revenue (in US dollars) for the twelve month- period post-closing is at least three million dollars ($3,000,000).  To qualify for the earnout, the Revenue should be at least five hundred thousand dollars ($500,000) and the earnout will be zero (0) for any Revenue under five hundred thousand dollars ($500,000); For post-closing, 12-month Revenue between five hundred thousand dollars ($500,000) and above, there will be a prorated Earnout with no limits on upside earning potential.  The actual earnout amount paid would be 3X Revenue (three times Revenue) and will be paid as Earnout Shares. For the First Year Period, the price per share of Earnout Shares shall be the average closing price of Buyer’s common stock during the thirty (30) Trading Days prior to the end of the First Year Period; provided, however, that in no event, shall the price be less than $0.75 per share. 

(b)Sellers are eligible for an Earnout payment in the amount of five million dollars ($5,000,000) for the Second Year Period provided the Revenue (in US dollars) for the 13-24^th month- period post-closing is at least nine million dollars ($9,000,000).  To qualify for the earnout, the Revenue should be at least one million five hundred thousand dollars ($1,500,000) and the earnout will be zero (0) for any Revenue under one million five hundred thousand dollars  

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($1,500,000). For post-closing 13-24 months Revenue between one million five hundred thousand dollars ($1,500,000) and above, there will be a prorated Earnout with no limits on upside earning potential.  The actual earnout amount paid would be 3X Revenue (three times Revenue) and will be paid as Earnout Shares. For the Second Year Period, the price per share of Earnout Shares shall be the average closing price of Buyer’s common stock during the thirty (30) Trading Days prior to the end of the Second Year Period; provided, however, that in no event, shall the price be less than $0.75 per share.

Sellers are eligible for an Earnout payment in the amount of three million dollars ($3,000,000) for the Third Year Period provided the Revenue (in US dollars) for the 25-36^th month period post-closing is at least fifteen million dollars ($15,000,000).  To qualify for the earnout, the Revenue should be at least two million dollars ($2,000,000) and the earnout will be 0 for any Revenue under two million dollars ($2,000,000). For post-closing 25-36^th months Revenue between two million dollars ($2,000,000) and above, there will be a prorated Earnout with no limits on upside earning potential.  The actual earnout amount paid would be 1.5X Revenue (one and half times Revenue) and will be paid as Earnout Shares. For the Third Year Period, the price per share of Earnout Shares shall be the average closing price of Buyer’s common stock during the thirty (30) Trading Days prior to the end of the Third Year Period; provided, however, that in no event, shall the price be less than $0.75 per share.

Procedure

3.1Procedure. 

(a)Promptly following the end of each Earnout Period, Buyer shall prepare
(i) an income statement of the Company for the Earnout Period, which shall be prepared in accordance with GAAP as consistently applied by the Company (the “Income Statement”), and (ii) a computation of Revenue (the “Computation Notice”).  Buyer shall deliver the Income Statement and the Computation Notice to Sellers within forty-five (45) days following the end of the applicable Earnout Period. 

(b)Upon execution of such access letters as may be reasonably required by the Company, Sellers shall be given reasonable access during normal business hours to (and copies of) all the Company’s books, records, and other documents, including work papers, worksheets, notes, and schedules used in preparation of the Income Statement and its computation of Revenue in the Computation Notice for the purpose of reviewing the Income Statement and the Computation Notice. 

(c)If, within ten (10) days following delivery of the Income Statement and the Computation Notice to Sellers, Sellers has not given Buyer notice of an objection as to any amounts set forth on the Income Statement or the computation of Revenue in the Computation Notice (which notice shall state in reasonable detail the basis of Sellers’ objection) (the “Objection Notice”), the Revenue as computed by Buyer will be final, binding, and conclusive on the Parties. 

(d)If Sellers timely gives Buyer an Objection Notice, and if Sellers and Buyer fail to resolve the issues raised in the Objection Notice within fifteen (15) days after giving the  

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Objection Notice, Sellers and Buyer shall submit the issues remaining in dispute for resolution to an Independent Accounting  Firm selected from any of the considered Big Four accounting firms located in the US at the time resolution is required or such other Independent Accounting Firm as is mutually agreed by the Parties.

(e)The Parties shall negotiate in good faith in order to seek agreement on the procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of evidence.  If the Parties are unable to agree upon procedures within ten (10) days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either Buyer or Sellers.  The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Income Statement and the Computation Notice as promptly as practicable, but no later than sixty (60) days after the date on which the Independent Accountants are engaged.  The determination of Revenue by the Independent Accountants will be based solely on written submissions of Buyer, on the one hand, and Sellers, on the other hand, and will not involve independent review.  Any determination by the Independent Accountants will not be outside the range established by the amounts in (i) the Income Statement and the computation of Revenue in the Computation Notice proposed by Buyer, and (ii) Sellers’ proposed adjustments thereto.  Such determination will be final, binding, and conclusive on the Parties. 

(f)If the computation of Revenue is submitted to the Independent Accountants for resolution: 

(i)The Parties shall execute any agreement required by the Independent Accountants to accept their engagement pursuant to this Section 3; 

(ii)The Parties shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its accountants or other representatives, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other Party, any other written material relating to the disputed issues; 

(iii)The determination by the Independent Accountants, as set forth in a report to be delivered by the Independent Accountants to the Parties, will include all the changes in the Income Statement and the computation of Revenue in the Computation Notice required as a result of the determination made by the Independent Accountants. 

ARTICLE 4 

Miscellaneous

4.1Entire Agreement.  This Agreement, together with the other agreements among the Parties executed and delivered concurrently herewith, supersedes all prior agreements, whether written or oral, between the Parties with respect to its subject matter and constitutes a complete  

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and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

4.2Modification.  This Agreement may only be amended, supplemented, or otherwise modified by a writing executed by the Parties. 

4.3Assignments and Successors.  No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior consent of the other Parties.  Any purported assignment of rights or delegation of obligations in violation of this Section 4.3 will be void.  Subject to the foregoing, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, executors, administrators, legal representatives, successors, and permitted assigns of the Parties.   

4.4Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Delaware are mandatorily applicable to the Transactions. 

4.5Remedies Cumulative.  The rights and remedies of the Parties are cumulative and not alternative. 

4.7No Waiver.  Neither any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.  To the maximum extent permitted by applicable legal requirements: (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be waived by a Party, in whole or in part, unless made in a writing signed by such Party; (ii) a waiver given by a Party will only be applicable to the specific instance for which it is given; and (iii) no notice to or demand on a Party will (A) waive or otherwise affect any obligation of that Party or (B) affect the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. 

4.8Notices.  All notices and other communications required or permitted by this Agreement shall be given in accordance with Section 7.1 of the Share Exchange Agreement. 

4.9Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full  

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force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

4.10Counterparts; Electronic Signatures.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement, and will be effective when counterparts have been signed by each of the Parties and delivered to the other Parties.  A manual signature on this Agreement, which image is transmitted electronically, will constitute an original signature for all purposes.  The delivery of copies of this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement for all purposes. 

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Execution Version

IN WITNESS WHEREOF, the Parties have duly executed this Earnout Agreement as of the date first hereinabove written.

BUYER:

FARMHOUSE INC.  

 By:  

Evan Horowitz, CEO

SELLERS

NAPPY BOY DRANKS, LLC

By:_____________________

Name: Faheem Rashad Najm (p/k/a T-Pain)

Title: Member

GSB HOLDINGS, LLC

By:_____________________

Name: Jason Tucker

Title: Manager

COMPANY:

THROWN, LLC

By:  

Name: Faheem Rashad Najm (p/k/a T-Pain)

Title: CEO

VOTING AGREEMENT

THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of September 10, 2024, by and among the undersigned holders of common stock (the “Stockholders”) of FARMHOUSE, INC., a Nevada Corporation (the “Company”) listed on Schedule A (together with any subsequent stockholders, or any transferees, who become parties hereto pursuant to Section 4.1 below).  Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Stock Exchange Agreement (as defined below).

RECITALS

A.Concurrently with the execution of this Agreement, the Company, THROWN, LLC, a Delaware limited liability company (“Thrown”) and the Members of Thrown have entered into a Share Exchange Agreement, which provides for the issuance of shares of Common Stock of the Company to Thrown, in exchange for the membership interests of Thrown (the “Share Exchange Agreement”).  

B.The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to certain other matters, as set forth below. 

NOW, THEREFORE, the parties agree as follows:

(a)  At any meeting of the shareholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought, each Stockholder shall (i) appear at each such meeting or otherwise cause all of its Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its outstanding Shares]:

(i) in favor of the Share Exchange Agreement, and all documents and instruments contemplated therein, with such specific additional terms and conditions as shall be approved by the board of the Company;

(ii) in favor of any final documentation required or advisable for consummation of the  Transactions contemplated by the Share Exchange Agreement, the Earnout Agreement, and the Management Agreement, respectively, as shall be approved by the board of the Company (the “Transaction Documents”);

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(iii)  in favor of issuance of capital stock in connection with the Transaction Documents;

(iv) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company that would conflict with or contravene those contemplated by the Transaction Documents;

(v)  against any change in the business, management or Board of Directors of the Company;

(vi) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Transaction Documents, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement under the Transaction Documents, or (C) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company except as contemplated by the Transaction Documents; and

(vii) in favor of establishment of an officer/director/employee stock incentive plan with a share pool of approximately 15% of the outstanding shares of common stock of the Company, and the filing of a Registration Statement on Form S-8 for such plan and the filing of a Registration Statement on the appropriate form thereof;

(b) Each Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the obligations set forth in this Section 2. 

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

The Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in this Section 3 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so.  The legend shall be removed upon termination of this Agreement at the request of the holder.

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consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.  

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

SHAREHOLDERS:

Signature: 

Name:  

Shares:  

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SCHEDULE A

SHAREHOLDERS

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2.2Assignment of Company’s Preemptive Rights.  The Company shall obtain at or prior to the Initial Closing, and shall maintain, a right of first refusal with respect to transfers of shares of Common Stock by each holder thereof, subject to certain standard exceptions. If the Company elects not to exercise its right of first refusal with respect to a proposed transfer of the Company’s outstanding securities by any Key Holder, the Company shall assign such right of first refusal to the Investor.  In the event of such assignment, each Investor shall have a right to purchase that portion of the securities proposed to be transferred by such Key Holder equal to the ratio of (a) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the shares of Company Stock owned by such Investor, to (b) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the shares of Company Stock owned by all Investors.   

2.3Reservation of Common Stock.  The Company shall at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Company Stock, all Common Stock issuable from time to time upon conversion of that number of shares of Company Stock equal to the Total Shares Authorized for Sale, regardless of whether or not all such shares have been issued at such time. 

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of Common Stock issued or issuable upon conversion of any outstanding shares of Preferred Stock; (b) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the Effective Date and any securities issuable upon the conversion thereof; (c) shares of Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or recapitalization; (d) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the Effective Date to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (e) shares of the Company’s Company Stock issued pursuant to this Agreement or the SEA; (f) any other shares of Common Stock or Preferred Stock (and/or options or warrants therefor) issued or issuable primarily for other than equity financing purposes and approved by the Board; and (g) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act.

3.3Procedures.  If the Company proposes to undertake an issuance of New Securities, it shall give notice to each Investor of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities.  Each Investor will have (10) days from the date of notice, to agree in writing to purchase such Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Pro Rata Share).   

3.4Failure to Exercise.  If the Investors fail to exercise in full the right of first refusal within the 10-day period, then the Company will have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the Investors’ rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Investors.  If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Investors pursuant to this Section 3. 

4.1Delegation of Thrown Management.  

4.1.1To the fullest extent permissible under applicable law and the Company Org Documents, Company delegates to the Thrown Management Committee all of Company’s power and authority as Managing Member of Thrown, including, without limitation, to take, in the name of and on behalf Thrown, or to cause Thrown to take, (i) such actions in the ordinary course conduct of the operations, business and affairs of Thrown as the Thrown Management Committee shall determine to be necessary, advisable or appropriate and (ii) such other actions as shall be determined by the Company Board from time to time (the “Delegation”). For the avoidance of doubt, the Delegation shall include full power and authority to bind Thrown, except as otherwise provided herein. During the Delegation, Company will consult and collaborate with the Thrown Management Committee on decisions on overall brand and product direction of Thrown but, in case of deadlock, such decisions fall solely within the discretion the Thrown Management Committee. 

4.1.2Mr. Faheem Rashad Najm shall remain the CEO of the Company and his current employment benefits shall either remain the same or improved, but in no circumstance undermined for the next thirty-six (36) months. Any breach of this clause shall automatically accelerate the payment of this agreement and convert the payment method from stocks to cash, to its fullest amount as if the Revenue  

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calculations set forth in the Earnout Agreement between the parties, dated as of the date hereof, had been entirely fulfilled. Notwithstanding the foregoing, Investors can seek any other remedy available to it at law.

4.2Actions Requiring Thrown Management Committee Consent. To the fullest extent permissible under applicable law, none of the Company Board, Company as Managing Member of Thrown, nor Thrown, shall, without the prior written approval of the Thrown Management Committee and the Company Board, including the Thrown nominee, enter into any commitment to: 

4.2.2Make any material change to the nature of the Business conducted by Thrown or enter into any business other than the Business (as defined in the Thrown JV Agreement); 

4.2.8Adopt or modify Thrown’s Budget; 

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5.ELECTION OF BOARD OF DIRECTORS.   

5.1Voting; Board Composition.  Subject to the rights of the stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, the Key Holders shall vote (or consent pursuant to an action by written consent of the stockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by the Key Holders (the “Voting Shares”), or to cause the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: 

(b) Michael Landau;  

(c)Leslie Katz;   

(d)an individual designated at Closing in a writing delivered to the Company and signed by stockholders of Company who then hold a majority of the then-outstanding shares of Company;  

Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, the Key Holders shall not take any action to remove an incumbent Thrown Designee or to designate a new Thrown Designee unless such removal or designation of a Thrown Designee is approved in a writing signed by the parties entitled to designate the Board Designee. Each Keyholder hereby appoints, and shall appoint, the then-current Chief Executive Officer of the Company, as the Keyholders’ true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Key Holders’ capital stock held by the Key Holders as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of the Key Holders if, and only if, the Key Holders (a) fail to vote or (b) attempt to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of the Key Holders’ Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five days of the Company’s or any other party’s written request for the Key Holders’ written consent or signature.  The proxy and power granted by each Keyholders pursuant to this Section are coupled with an interest and are given to secure the performance of the Key Holder’s duties under this Agreement.  Each such proxy and power will be irrevocable for the term of this Agreement.  The proxy and power, so long as any Key Holder is an individual, will survive the death, incompetency and disability of such Key Holder and, so long as any Key Holder is an entity, will survive the merger or reorganization of the Key Holder or any other entity holding Voting Shares.

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which the Thrown Management Committee reasonably incurs in performing the Delegation; provided, however, that such indemnity shall not apply to claims which are determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence, violation of law, fraud, or willful misconduct of such Covered Person.   Company’s foregoing obligations will survive any termination of the Covered Person’s provision of management services. To the extent the Company obtains D&O insurance each Covered Person will be named as an insured beneficiary under such insurance.

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shares of Company Stock (or the Common Stock issuable upon conversion thereof) or Common Stock from a Investor or Key Holders, as applicable, and each future holder of all such securities, and the Company.  

7.9.1By mutual agreement of Company and the Thrown; or 

7.9.2Upon either Party’s uncured material breach of this Agreement;  

A Party is in uncured material breach of this Agreement if a Party received notice of material breach from the other Party and fails to cure such breach within thirty (30) days.

7.10Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Vegas, Nevada before an arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

7.11Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) together constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.  

[SIGNATURE PAGES FOLLOW]

1.

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

[SIGNATURE PAGES]

[SIGNATURE PAGES]

1.

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EXHIBIT A

DEFINED TERMS

“Budget” shall have the meaning set forth in the Thrown JV Agreement. 

“Company Board” shall have the meaning set forth in the SEA

“Managing Member” shall have the meaning set forth in the Thrown JV Agreement. 

“Key Holders” shall have the meaning set forth in Schedule 1 hereto.

“Thrown Management Committee” shall have the meaning set forth in the SEA.

A-1 

SCHEDULE 1

Schedule of Investors & Key Holders

INVESTORS:

KEY HOLDERS:

This Executive Employment Agreement (this “Agreement”) is made and entered into on this   day of September, 2024 (the “Effective Date”) between by and between Thrown, LLC., a Delaware limited liability company (the “Company”), and          (hereinafter “Executive”).  

RECITALS

WHEREAS, the Company desires to employ Executive as the   (“ ”) and Executive desires to be so employed, upon the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises, of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

ARTICLE I – TERM OF AGREEMENT

1.1 Employment. Subject to provisions set forth in Article V, the Company hereby employs Executive and Executive hereby agrees to be employed as the     of the Company. The term of Executive’s employment by the Company shall commence on the Effective Date and continue for an initial term beginning on the Effective Date and ending on        (the “Initial Term”), unless sooner terminated in accordance with Article V hereof. Unless sooner terminated, this Agreement and the employment provided for herein shall be extended from year to year thereafter (the “Renewal Term” and together with the Initial Term, the “Employment Period”), except that either party may terminate this Agreement effective as of the end of the Initial Term or the current Renewal Term by giving the other party written notice of its intention to do so not later than ninety (90) days prior to the expiration of the Initial Term or of the current Renewal Term.

ARTICLE II – SERVICES TO BE RENDERED BY EXECUTIVE

2.1 Acceptance of Employment. Executive hereby accepts such employment. the Company and Executive hereby agree that Executive, in providing the services herein specified, is, and at all times be, acting as an Executive of the Company.

2.2 Responsibilities of Executive (Scope). Executive shall perform the ordinary and customary duties and responsibilities of a   in and for the Company as included on Schedule A attached hereto and made a part of hereof by reference. Additionally, Executive shall perform such other related duties and responsibilities as reasonably assigned by the Board of Directors (hereinafter the “Board” or “BOD”) 

Thrown, LLC

Executive Employment Agreement        Page 1 of 2 

Initials:  the Company:______   Executive:______

2.3 Employment. Executive agrees to devote his best efforts in accordance with Schedule A in the performance of his duties hereunder for Company and any of its subsidiaries and/or affiliates.

2.4 Duty of Executive to the Company. The Company acknowledges that Executive may have other businesses and ventures outside of their role with the Company. Executive is permitted to dedicate time and resources to such other businesses, provided that doing so does not interfere with the fulfillment of Executive’s duties to the Company.

Executive agrees to use their best efforts in the performance of their duties for the Company, ensuring that all responsibilities are completed in a timely and professional manner. The Company further acknowledges that Executive may complete their work for the Company from any location of their choosing, whether remote or otherwise, without any requirement to be physically present at the Company's offices, as long as the work is completed to the Company’s satisfaction.

Executive, recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the industry from time to time. Notwithstanding the foregoing, Executive

(i) may devote a reasonable amount of his time to civic, community, or charitable activities,

(ii) may devote a reasonable amount of time to investing Executive’s personal assets in such a manner as will not require significant services to be rendered by Executive in the operation of the affairs of the companies in which investments are made,

(iii) subject to Article VI, may devote a reasonable amount of his time to other business ventures in such a manner as will not require significant services to be rendered by Executive in the operation of the affairs of such business ventures, and duties with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company, and

(iv) may serve as a member of the Board of Directors or equivalent body of such companies and other organizations as are disclosed by Executive to, and approved by, the Board, in each case so long as Executive’s responsibilities and duties with respect thereto do not conflict or interfere with the faithful performance of his duties to the Company.

Thrown, LLC

Executive Employment Agreement        Page 2 of 2 

Initials:  the Company:______   Executive:______

ARTICLE III – OBLIGATIONS OF the Company

3.1 Base Salary. Executive shall receive an initial annual base salary of   US Dollars ($ ) less required and authorized withholding and deductions (“Base Salary”). Executive’s Base Salary shall be paid in accordance with the Company’s regular payroll schedule as it applies to salaried employees. Notwithstanding the preceding sentence, in no event shall Executive’s Base Salary be reduced by the Company without Executive’s consent. Executive may at his/her option defer payment of the Base Salary until a later date to be determined by Executive. Any deferred Base Salary shall accrue interest at ten percent (10%) per annum, and shall, upon Executive’s written request to the Board, be convertible into restricted common stock shares of the Company at the market price on the date of such written request. Notwithstanding the foregoing, one-half of Executive’s base salary shall be deferred, without interest, until the consummation of one or more transactions in which the Company or the Company issues equity securities with an aggregate gross purchase price of at least Two Million U.S. Dollars ($2,000,000) after the Effective Date (the “Funding Milestone”). Upon any such triggering event, the Company shall begin to pay the full base salary for periods after the approval of such event and shall provide a schedule for the payment of the outstanding balance of deferred salary. Such payments of the deferred salary shall commence within 30 days of the triggering event. 

3.2  Stock; Stock Options. The Company’s Parent Company is Farmhouse, Inc. (OTC: FMHS) (“Parent Company”). Executive shall be eligible to participate in the Parent Company’s common stock incentive plan as in effect from time to time, if any. The Board of Directors of the Parent Company has granted Executive, effective as of the Effective Date, an option to purchase       (  ) shares of the Parent Company common stock, at purchase price of $  per share, which options shall vest on the later of (i) the one-year anniversary of the Effective date and (ii) the     . In addition, the Board of the Parent Company has approved the issuance of additional options for the purchase of an additional       (  ) shares of the Parent Company common stock, at purchase price of $  per share, on each of      , which options shall also vest on the later of (i) the one-year anniversary of the applicable option issuance date and (ii) the  .

Other conditions for the management of Options are as follows;

(i)Dismissal For Any Other Reason. Should the Company choose to dismiss the Executive for any reason other than for cause or choose not to renew the Executive’s agreement upon the expiration date of this agreement, then the Executive has the right to retain all then issued Options and any Options that have not yet vested shall immediately accelerate and vest fully.  

(ii)Registration of Options. At the time of this agreement none of the options the Executive is entitled to that are vested or will vest to the Executive are registered and are therefore not eligible for public sale until such time that such options are registered  

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and/or vest to the Executive as outlined in section 4(b)(i) above. All options, vested or unvested if unregistered, are subject to the requisite holding period required under Rule 144 of the Securities Act.

The Company may grant Executive additional stock options, restricted stock units or other awards under the Company’s common stock incentive plan based on individual and Company performance criteria to be established by the Board.

3.3 Bonus. Executive shall be eligible to participate in any bonus or incentive program established by the Company and its Board of Director’s Compensation Advisory Committee for executives of the Company.

3.4 Expenses. Executive shall be entitled to reimbursement of all reasonable and necessary travel and business expenses incurred by Executive in furtherance of performing his/her duties hereunder; Executive shall account for such expenses to the Company and in accordance with the Company’s policies and procedures. All expenses incurred in accordance with this Section 3.3 shall be paid to Executive in the next regular check payable to Executive in accordance with Section 3.3.

3.5 Benefits. Executive shall be entitled to all rights and benefits for which he is eligible under the terms and conditions of the Company’s standard benefits and compensation practices that may be in effect from time to time and provided by the Company to its employees generally. In addition to, and not in limitation of, the foregoing, during the Term, Executive shall be eligible to accrue up to four weeks (20 business days) of paid time off (PTO) per anniversary year exclusive of any business day with respect to which the Company is closed for business due to any federal, state or local holiday or any day off generally granted by the Company to its employees, subject to the Company’s then-current paid time off policy (which shall not have the effect of reducing said four weeks (20 business days) of paid vacation). In addition to, and not in limitation of the foregoing, during the Term, Executive shall receive any additional benefits generally provided by the Company to executive employees of the Company, including group health insurance for Executive and dependents, life insurance, and long term disability insurance, and participation in the Company’s 401(k) plan, all in accordance with applicable plan documents.

3.6 Withholding. All salary, bonus and other compensation payable to Executive shall be subject to applicable withholding and reporting for taxes, with the intent of complying with all Federal, State, and local tax laws (including but limited to Section 409a).

ARTICLE IV – OBLIGATION/LIABILITY OF EXECUTIVE

4.1 Records and Files. The Parties agree that the non-public records, files, investor, and client/customer lists of the Company, whether existing now or in the future and whether or not such records, files, and client/customer and prospect lists are developed by Executive, are the confidential trade secrets of the Company. Suppliers, vendors, investors, and client/customer lists

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previously known to the Executive prior to employment with the Company shall not be considered confidential trade secrets of the Company. Any such confidential data of the Company shall not be disclosed, directly or indirectly, or copied or used by Executive in any way, either during the Agreement or at any time thereafter, except as required in the performance of Executive's duties and obligations under this Agreement. Upon termination of this Agreement, Executive shall promptly turn over possession of all such physical records, files, and lists to the Company and otherwise confirm that such records, files, and lists stored or possessed in any other format (e.g., photographic or electronic data) have been destroyed by the Executive.

4.2 Compliance with Regulations. Executive hereby covenants and agrees to abide by any and all laws and regulations as provided by any federal or state legislative body, agency or subdivision, including laws and regulations related to employment practices and procedures, anti-discrimination and sexual harassment laws and regulations and all laws and regulations concerning or related to U.S. laws.

ARTICLE V – TERMINATION OF AGREEMENT

Either Executive or the Company may terminate the employment relationship created hereunder, set forth in this Article V, by delivery of written notice of employment termination to the other party subject to the post-employment restrictions and covenants set forth in this Agreement, including such restrictions and covenants set forth in Article VI. As used in this Agreement, termination of employment shall have the meaning ascribed to “separation from service” under Section 409A of the Internal Revenue Code (the “Code”) and Treasury Regulations promulgated thereunder, including Treas. Reg. Sec. 1.409A-1(h)(1). the Company’s obligations to Executive, and Executive’s right to compensation, for periods after the date Executive’s employment with the Company terminates, shall be determined in accordance with the provisions of paragraphs 5.1 through 5.8 below:

5.1 Voluntary Termination: Resignation By Executive. Executive may terminate his employment at any time upon ninety (90) days’ prior written notice to the Company. In the event that Executive terminates employment other than for Good Reason (as defined below), the Company shall have no obligation to:

(i) make payments to Executive in accordance with the provisions of Article III except for the payment of Executive’s base salary earned, but unpaid, through the date of Executive’s separation, or

(ii) issue the options or vest the options as set forth in Article III, or

(iii)except as otherwise required by applicable law or the terms of any benefits plan, to provide the benefits described in Article III for thirty (30) days after the date on which Executive’s employment with the Company terminates. 

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3.If the Company elects to terminate sooner than 90 days, the Company is obligated to pay the Executive for the full ninety (90) days’ period regardless of circumstance. 

5.2 Termination by Executive For Good Reason.

(a)  Executive may terminate his employment under this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 5.2, Executive shall be entitled to receive all amounts payable upon termination under Section 5.1 and, subject to Executive’s continued compliance with Article VI of this Agreement, in addition to such amounts:  

(1)the Company shall pay to Executive severance in the form of salary continuation at Executive’s monthly salary rate in effect on the date Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period commencing on the effective date of termination of employment through the end of the Initial Term or Renewal Term, as applicable (such period, the “Severance Period”); and 

(2)for the duration of the Severance Period, Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active Executives during the Severance Period provided Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program.  

(b)  For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):

(1)the assignment to Executive of duties that are significantly different from and that result in a substantial diminution of, the duties that he assumed on the Effective Date. The term “significantly different from” shall not include the reduction of or change in any particular duties or responsibilities provided Executive is given other duties or responsibilities such that his overall duties and responsibilities remain substantially comparable to his overall duties and responsibilities prior to the reduction or change; 

(2)  a material reduction by the Company in Executive’s then applicable base salary or other compensation.

(3)  the Company’s written notice to Executive of its determination to terminate this Agreement upon expiration of the then-current term.

(4) a breach by the Company of any material term of this Agreement that is not cured by the Company within thirty (30) days following receipt by the Company of written notice thereof.

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5.3 Termination by the Company Without Cause. If Executive’s employment is terminated by the Company without Cause (as defined below), Executive shall be entitled to the payments and benefits provided in the event of termination under Section 5.2. If, following a termination of employment without cause, Executive breaches the provisions of Article VI hereof, and the Company has the claim of breach upheld, and if contested such claim is upheld, Executive shall not be eligible, as of the date of the breach, for the payments and benefits described in Section 5.2 (other than the payments and benefits, if any, required under Section 5.1,) and any and all obligations of the Company with respect to such payments and benefits shall thereupon cease.

5.4 Termination by the Company for Cause. Upon written notice to Executive, the Company may terminate Executive’s employment for “Cause” if any of the following events shall occur:

(a)  any act or omission that constitutes a material breach known by Executive of any of his obligations under this Agreement that Executive has failed to cure within thirty (30) days following written notice of such breach from the Company to Executive;

(b)  the willful and continued refusal of Executive to satisfactorily perform the duties reasonably required of him as an Executive of the Company, which failure or refusal continues for more than thirty (30) days after notice given to Executive, such notice to set forth in detail the nature of such failure or refusal;

(c)  Executive’s conviction of, or non-reporting of a past conviction within the past ten (10) years, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or misappropriation or reflects negatively upon the Company or otherwise impair or impede its operations;

(d)  Executive engaging in willful misconduct, gross negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat of violence, in each case, that is injurious to the Company or any of its Affiliates;

(e)  Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company, which breach causes a material adverse effect on the Company or its business, provided that the Board has given Executive written notice specifically identifying such breach and he has not cured the same within fifteen (15) days after the giving thereof;

5.5 Non-Performance by Executive. Without limiting the rights of the Company or Executive under Sections 5.1, 5.3 or 5.4 to terminate Executive’s employment, in the event that Executive fails or refuses to discharge his duties to the Company for a period of thirty (30) consecutive calendar days (excluding period of paid vacation leave or other approved leave of absence), then Executive shall be deemed to have resigned from employment without Good Reason, and Executive’s rights upon such separation from service shall be determined in

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accordance with Section 5.1; provided, however, that if such failure is due to Executive’s disability, as hereinafter defined. For purposes of this Agreement, the term “disability” means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months that: (a) renders Executive unable to perform, with reasonable accommodation, substantially all of  Executive's major duties, or (b) causes Executive to receive income replacement benefits for a period of not less than three (3) months under a health plan of the Company covering Executive. A determination of disability within the meaning of the preceding clause “(a)” shall be made by a physician satisfactory to both Executive and the Company; provided, however, that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and those two physicians together shall select a third physician, whose determination as to a Permanent Disability shall be binding on all parties. In no event shall the payments to which Executive is entitled (including payments under any disability or income replacement plan maintained by the Company) if he separates from service due to disability within ninety (90) days following the effective date of such disability be less than an amount equal to the then applicable Base Salary for the Severance Period, payable in the form of salary continuation for the applicable Severance Period.

5.6 Death. Executive’s employment hereunder shall terminate upon the death of Executive. The Company shall have no obligation to make payments to Executive in accordance with the provisions of Section 3, except as otherwise required by law or the terms of any applicable benefit plan, for periods after the date of Executive’s death, except for then-applicable base salary earned but unpaid through the date of death, outstanding expenses, and any vested or due shares or options. Any such shares or options shall be promptly issued or transferred to Executive’s designated assigns, as indicated in writing to the Company (or, if no such assigns have been designated, to Executive’s estate).

5.7 Notice of Termination. Any termination of employment by the Company or Executive shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 7.3 of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (a) indicate the specific termination provision in this Agreement relied upon, (b) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (c) specify the effective date of termination if other than the date of such notice, provided that the effective date of employment termination may not be earlier than the date of such notice. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

5.8 Resignation from Directorships and Officerships. The termination of Executive’s employment for any reason will automatically constitute Executive’s resignation from all officer positions with the Company and its Affiliates, as well as from all fiduciary positions (including

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as a trustee) held with respect to any Executive benefit plans or trusts established by the Company. However, Executive may choose to remain on the Board of Directors of the Company following the termination of employment and will continue to fulfill fiduciary duties as a board member unless otherwise prohibited by law.

ARTICLE VI – RESTRICTIVE AGREEMENTS

6.1  Non-disparagement. At any time during or after Executive’s employment with the Company, Executive shall not disparage the Company or any shareholders, directors, officers, employees, or agents of the Company. During and after Executive’s employment with the Company, neither the Company nor its directors or officers shall disparage Executive to third parties.

6.2 Injunctive Relief. Executive recognizes and agrees that the violations of any provisions of this Article VI by Executive will constitute an invasion of property rights, unfair competition, and breach of the covenant not to interfere with prospective economic advantage, which may not be adequately compensable by money damages. Therefore, Executive (i) agrees that the Company may, in addition to any other relief to which it may be entitled, apply to a court of competent jurisdiction to prevent by injunction without the need to post a bond or other surety, without the which is violative of Article VI of this agreement; and (ii) consents to the imposition of such stipulation and injunction in the event of a finding by a court of competent jurisdiction that Executive has, in fact, breached an obligation undertaken by him pursuant to this Article VI.

6.3  Understandings.

(a)The provisions of this Article VI shall be construed as an agreement independent of any other claim. The existence of any claim or cause of action of Executive against the Company, whether predicated on Executive’s employment or otherwise, shall not constitute a defense to the enforcement by the Company of the terms of Article VI of this Agreement. Executive waives any right to a jury trial in any litigation relating to or arising from this Article VI. 

(b)Executive acknowledges and agrees that the covenants and agreements contained herein are necessary for the protection of the Company’s legitimate business interests and are reasonable in scope and content. Executive agrees that the restrictions contained in this Article VI are reasonable and will not unduly restrict him in securing other employment or income in the event his employment with the Company ends. Executive acknowledges and agrees that he executed this Agreement on or before his first day of employment with the Company. 

(c)The Company and Executive agree and stipulate that the agreements and covenants contained in this Agreement and specifically of this Article VI are fair and reasonable in light of all of the facts and circumstances of the relationship between them. the Company and Executive agree and stipulate that Executive has hereby agreed to be bound to the obligations,  

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restrictions and covenants of this Article VI as a condition to his employment and in consideration of his compensation, stock option grant, restricted stock unit grant, severance terms, and all other terms and provisions of this Agreement. the Company and Executive acknowledge their awareness, however, that in certain circumstances courts have refused to enforce certain agreements not to compete. the Company and Executive agree that, if any term, clause, subpart, or provision of this Agreement is for any reason adjudged by a Court of competent jurisdiction to be invalid, unreasonable, unenforceable or void, the same will be treated as severable, and shall be modified to the extent necessary to be legally enforceable to the fullest extent permitted by applicable law, and that such modification will not impair or invalidate any of the other provisions of this Agreement, all of which will be performed in accordance with their respective terms. Thus, in furtherance of, and not in derogation of, the provisions of this Section 5, the Company and Executive agree that in such event, this Article VI shall be deemed to be modified or reformed to restrict Executive’s conduct to the maximum extent (in terms of time, geography, and business scope) that the court shall determine to be enforceable. The provisions of this Section 5 shall survive the termination of this Agreement and Executive’s resignation or termination of employment, regardless of the reason and whether voluntary or involuntary.

ARTICLE VII – GENERAL PROVISIONS

7.1 Executive’s Representation. Executive hereby represents that Executive’s entry into this Agreement and performance of the services hereunder will not violate the terms or conditions of any other agreement to which Executive is a party.

7.2 Successors and Assigns. Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement with the consent of Executive in the event that the Company shall hereafter effect a reorganization, or consolidate with or merge into any other person or entity, or transfer all or substantially all of its properties or assets to any other person or entity. This Agreement shall inure to the benefit of and be binding upon the Company, and Executive and their respective successors, executors, administrators, heirs, and permitted assigns.

7.3 Notices. Any notices to be given hereunder to either party by the other may be affected by personal delivery in writing, by courier, or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing below but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally or by courier will be deemed communicated as of actual receipt; mail notices shall be deemed communicated as of four (4) business days after the same have been deposited in the United States mail, addressed as follows:

If to the Company:

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If to Executive:

7.4 Entire Agreement. This Agreement, together with Schedules A and B, and any referenced Policies and Procedures of the Company constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and supersedes any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.

7.5 Opportunity to Seek Advice. Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and other advice and representation as he has deemed appropriate in connection with this Agreement, that Executive is fully aware of its legal effect, and that Executive has entered into it freely based on Executive’s judgment and not on any representations or promises other than those contained in this Agreement.

7.6 Arbitration. In the event of a dispute of the terms of this Agreement, the parties agree to submit such dispute to arbitration. The arbitration shall be conducted by a single arbitrator according to the American Arbitration Association’s rules governing employment disputes, given the following mandated timelines, but need not be conducted by the said organization. The parties shall select the arbitrator within twenty (20) days of notice of a dispute given in accordance with the provisions of Section 7.3 above. The parties agree that the decision of the arbitrator shall be final and binding as to each of them and that the arbitrator’s award may be enforced in any court having jurisdiction thereof by the filing of a petition to enforce said award. Both parties agree that the Company shall be responsible for any and all reasonable attorney’s fees. Both parties agree that the arbitrator must provide a written document detailing issue(s), fact(s), decision(s), and legal basis for such decision(s). After arbitration, should any award from arbitration require enforcement in a court of competent jurisdiction, the prevailing party in said enforcement action shall be entitled to recover court costs. The parties understand and agree that nothing in Section 7.6 will prohibit equitable relief afforded in Article VI.

7.7 Severability. If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and

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enforceable to the fullest extent permitted by law. The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.

7.8 Waiver. The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.

7.9 Captions/Headings. Captions herein are used solely for reference and as a matter of convenience, and in no way bind, limit or describe the scope or intent of any provision.

7.10 Attorney’s Fees. In the event that either party seeks to enforce its rights under this Agreement before a court of competent jurisdiction with respect to such enforcement action and prevails in such enforcement action, then the Company shall pay all reasonable attorney’s fees and court costs associated with such enforcement action. Without limiting the foregoing, the preceding sentence shall apply without regard to whether the prevailing party is a plaintiff or defendant in an enforcement action.

7.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

7.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the State of the Company’s headquarters (without reference to the conflicts of laws provisions thereof). Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be brought in the United States District Court for the Northern District of California  and the Company and Executive each consent to the jurisdiction of such a court but stipulate that if it is found to be prejudicial that the parties have the right to request a change of venue. The Company and Executive each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement unless otherwise allowed by law (e.g. whistleblower statutes).

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7.13 Survival of Termination or Expiration of Agreement. Executive agrees that the obligations, covenants, and agreements of Executive and the rights of the Company as set forth in Article(s) IV, V, VI, and VII shall survive termination or expiration of this Agreement.

SIGNATURE PAGE TO FOLLOW (see next page)

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IN WITNESS WHEREOF, this Employment Agreement is executed by the parties on the date set forth above.

THROWN LLC.

By:   

Name:  

Title:  

EXECUTIVE:

By:   

SIGNED EXECUTIVE NAME

PRINT EXECUTIVE NAME

FARMHOUSE INC. as Parent Company for Thrown LLC

By:   

Name:  

Title:  

Thrown LLC

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SCHEDULE A – RESPONSIBILITIES

Responsibilities of Executive to be added as applicable

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(EFFECTIVE MAY 16, 2021)

RESTRICTED STOCK AWARD AGREEMENT

Pursuant to the 2021 OIP, the Committee has determined that it would be in the interest of the Company and its stockholders to award Shares of Restricted Stock to the Grantee, subject to the conditions and restrictions set forth herein and in the 2021 OIP, in order to provide the Grantee with additional remuneration for services rendered, to encourage the Grantee to remain in the service or employ of the Company or its Subsidiaries and to increase the Grantee’s personal interest in the continued success and progress of the Company.

1.Definitions. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the 2021 OIP. In addition, the following terms, when used in this Agreement, have the following meanings: 

·“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in San Francisco, California, are required or authorized to be closed. 

·“Qualifying Service” has the meaning specified in Section 5. 

·“Restricted Stock” has the meaning specified in Section 2. 

·“Replacement Award” has the meaning specified in Section 6. 

·“Retained Distributions” has the meaning specified in Section 4. 

·“Section 409A” has the meaning specified in Section 23. 

·“Vesting Date” has the meaning specified in Section 5. 

·“Unvested Fractional Restricted Share” has the meaning specified in Section 5. 

1

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Committee and set forth in Schedule I hereto, subject to the conditions and restrictions set forth in this Agreement and in the 2021 OIP (the “Restricted Stock”).

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6.Early Termination or Vesting. Unless otherwise determined by the Committee in its sole discretion: 

(a)If the Grantee’s employment with the Company or a Subsidiary terminates or, if the Grantee is a Director or Consultant of the Company, if the Grantee’s service to the Company as such terminates, in each case for any reason other than death, then the Award, to the extent not theretofore vested, will be forfeited immediately. 

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not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.

7.Completion of the Period of Restriction. On the Vesting Date with respect to each Award of Restricted Stock, and subject to the satisfaction of any other applicable restrictions, terms and conditions, (a) all or the applicable portion of such Shares of Restricted Stock will become vested and (b) any Retained Distributions with respect to such Shares of Restricted Stock will become vested to the extent that the Shares of Restricted Stock related thereto shall have become vested, all in accordance with the terms of this Agreement. Any such Shares of Restricted Stock and Retained Distributions that shall not become vested will be automatically forfeited to the Company, and the Grantee will not thereafter have any rights (including dividend and voting rights) with respect to such Shares of Restricted Stock or any Retained Distributions that are so forfeited.  

(b)Upon the occurrence of a Change in Control, any Period of Restriction or other restriction imposed on Shares of Restricted Stock shall lapse unless such Shares of Restricted Stock are assumed, converted or replaced by the continuing entity. In the event of a Grantee’s termination of employment without Cause or termination with Good Reason within twelve (12) months following consummation of a Change in Control, the Period of Restriction on any replacement awards shall lapse upon such termination. 

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13.Restrictions Imposed by Law. The Grantee will not require the Company to deliver any Shares of Restricted Stock and the Company will not be obligated to deliver any Shares of Restricted Stock if counsel to the Company determines that such exercise, delivery or payment would violate any Applicable Law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which Shares of common stock are listed or quoted. The Company will in no event be obligated to take any affirmative action in order to cause the delivery of any Shares of Restricted Stock to comply with any such law, rule, regulation or agreement. 

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variations thereof are used in an illustrative sense and not in a limiting sense. All decisions of the Committee upon questions regarding the 2021 OIP or this Agreement will be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the 2021 OIP and this Agreement, the terms of the 2021 OIP will control. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.

24.Stock Ownership Guidelines. This Award may be subject to any applicable stock ownership guidelines adopted by the Company, as amended or superseded from time to time. 

[Signature Page Follows]

FARMHOUSE, INC. 2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth on Schedule I hereto.

FARMHOUSE, INC.

By:   

Name: Evan Horowitz 

Title: Chief Executive Officer

GRANTEE

By:   

Grantee:  Leslie Rachel Katz  

Address:  1356 Holman Road  

 Oakland, CA 94610  

Schedule I – GRANTEE RESTRICTED STOCK AWARD SCHEDULE

Exhibit A – FARMHOUSE, INC. 2021 OMNIBUS INCENTIVE PLAN

Exhibit B – Stock Power (per Section 4 hereof)

FARMHOUSE, INC. 2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Page 9 of 12

SCHEDULE I

FARMHOUSE, INC. 2021 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Page 10 of 12

Vesting schedule:

NEWS PROVIDED BY

Farmhouse, Inc.

Sep 12, 2024, 09:15 ET

SAN FRANCISCO, Sept. 12, 2024 /PRNewswire/ -- Farmhouse Inc. (OTCQB: FMHS) announced today the signing of a definitive agreement to acquire Thrown, LLC, the company behind Nappy Boy Dranks, a functional beverage brand founded by its CEO and Grammy Award-winning artist and entrepreneur T-Pain.

This acquisition combines Farmhouse’s market expertise and T-Pain’s multicultural influence across the gaming, entertainment, and music industries, positioning both companies for accelerated growth. T-Pain’s broad influence and strong connection to diverse communities make him an ideal leader to bring Nappy Boy Dranks into the energy drink market. His multicultural appeal, paired with Farmhouse’s resources and industry expertise, positions the brand for significant growth and the potential to become a leader in this competitive sector.

The company’s first product, a 2-ounce energy shot powered by Nappy Boy Dranks’ proprietary T-Mix Blend, is designed to meet the demands of today’s fast-paced lifestyle, offering a convenient, functional solution for consumers seeking on-the-go beverages. According to Allied Market Research and Fortune Business Insights, the global energy drink market is projected to exceed $86 billion by 2026. This growth is driven by rising demand for functional beverages.

“Nappy Boy Dranks is all about bringing good energy to everyone – whether you’re a gamer, creator, or hustling every day. I want people to feel good, play good, and stay focused. I’m excited to share this with the world,” said T-Pain, CEO of Thrown.

Evan Horowitz, CEO of Farmhouse, commented, “Acquiring Thrown positions Farmhouse at the forefront of this expanding sector. With T-Pain’s vision and leadership driving innovation, I’m confident Nappy Boy Dranks will become a positive force in the industry.”

Under the terms of the agreement, Farmhouse will acquire all membership interests of Thrown in exchange for approximately 25% of Farmhouse’s total issued shares post-closing. Thrown’s management team will continue operating under Farmhouse’s ownership, and performance incentives will be tied to an Earn-Out Agreement. Farmhouse must also secure up to $10 million in financing, with 80% allocated to Thrown for working capital. The definitive agreement is subject to other standard representations and warranties and closing conditions.

The signing of this agreement represents a significant milestone for Farmhouse, allowing it to expand into new markets while strengthening its leadership team. By combining T-Pain’s brand vision with Farmhouse’s operational expertise, the partnership is expected to drive significant growth and deliver strong value for Farmhouse shareholders.

Denzel Cadet and Eric Feig of Feig Finkel LLP served as legal counsel to Thrown. Scott Kline of Kline Law Group serves as counsel to Farmhouse.

About Farmhouse, Inc.

Farmhouse, Inc. (OTCQB: FMHS) is a public company focused on integrating technology, IP, and consumer products, including beverages. Farmhouse is expanding into the beverage industry with its planned acquisition of Thrown, LLC. The Farmhouse Vault division leverages IP to launch branded physical products through licensing agreements.

About Thrown, LLC

Thrown, LLC, led by Grammy Award-winning artist and entrepreneur T-Pain, is the company behind Nappy Boy Dranks, an innovative line of functional beverages. By combining health-conscious ingredients with T-Pain’s multicultural influence, Nappy Boy Dranks offers unique and impactful products that resonate with today’s consumers looking for sustained performance and cognitive support.

About T-Pain

T-Pain has revolutionized pop, hip-hop, and R&B, selling over 50 million singles, and generating billions of streams. With 10 iconic Billboard Hot 100 #1s, he’s a global music phenomenon. Beyond music, T-Pain is a Twitch sensation, head of his own Nappy Boy Entertainment, Nappy Boy Automotive, and Nappy Boy Gaming. He’s also an actor, podcast host, and expert drift driver. Visit www.tpain.com for more.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Farmhouse Inc.’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the market, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) governmental approvals and regulations, and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release, and Farmhouse undertakes no duty to update such information, except as required under applicable law.

The statements herein have not been evaluated by the Food and Drug Administration. The products described herein are not intended to diagnose, treat, cure or prevent any disease. The products provide a feeling of alertness and energy, but do not provide caloric energy, nor are they proven to improve physical performance, dexterity or endurance. They are not a substitute for proper hydration.

Nothing in this press release constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would

be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Official OTC Markets Profile for Farmhouse, Inc.

https://www.otcmarkets.com/stock/FMHS/profile