AGREEMENT TO PURCHASE LIMITED LIABILITY COMPANY INTERESTS
This Agreement to Purchase Limited Liability Company Interests (the "Agreement") is entered into on March 31, 2015 by and between Vintage Specialists, LLC, a Texas limited liability company ("Seller") and Totally Hemp Crazy, Incorporated ("Buyer"), a Nevada corporation, relating to membership interests of Smarterita, LLC, a Texas limited liability company ( "Smarterita"). Seller is the owner of sixty six percent (66%) of the membership interests (the "Interests") of Smarterita.
Buyer desires to purchase the Interests, and Seller wishes to sell the Interests, and THE PARTIES HERETO AGREE ASFOLLOWS:
1.Agreement to Purchase and Sell. Seller will sell to Buyer and Buyer agreestopurchaseallof the Interestsfor Three Million shares (3,000,000) of restricted Rule 144 common stockof TotallyHempCrazy,Incorporated,Buyerherein(the"PurchaseShares").
2. Closing and Payment. Subject to the terms and conditions hereof, and in reliance upon the written representations and warranties of the Parties, Seller will sell and, subject to the terms and conditions hereof, and Buyer will purchase, at a single closing, the Interests. The Closing shall take place, upon the execution of this Agreement, by the exchange of documents and instruments to the extent mutually acceptable to the parties hereto on such date as may be agreed upon by the Parties, not later that five days after the execution of this Agreement by all Parties (the"ClosingDate'').
3. Representations and Warranties of Seller. Seller hereby represents and warrants
to Buyer that the statements in the following paragraphs of this Section 3 are all true and completeasofthedatehereofandshallbetrueandcorrectinallmaterialaspectsasofthedayof Closing:
a) Authority; Due Authorization.This Agreement has been duly andvalidly executed and delivered by Seller, and upon the execution and delivery by Buyer of this Agreement and the performance by Buyer of Buyer's obligations herein, will constitute, a legal, valid and binding obligation of Seller enforceableagainst Sellerinaccordancewithitsterms,exceptassuchenforcementmaybelimitedby bankruptcy or insolvency laws or other laws affecting enforcement of creditors' rightsorbygeneralprinciplesofequity.
b) Title to Interests. Seller is the sole record and beneficial owner of the Interests and has sole managerial and dispositive authority with respect to the Interests. Seller has not granted any person a proxy with respect to the Interests that has not expired or been validly withdrawn. The sale and delivery of the Interests to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Interests, free and clear of all liens, security interests, adverse claims orotherencumbrancesofanycharacterwhatsoever("Encumbrances").
c) NoBreach.The execution and delivery of this Agreement by Seller and the performance thereof by Seller do not, and the consummation of the transactionscontemplated hereby andcompliance withtheprovisionshereofwill not, with or without the giving of notice or the lapse of time, or both, conflict with, or result in a breach or violation of or a default under, or result in the imposition of any liens, or give rise to a right of amendment, termination, cancellation oracceleration ofanyobligation ortoalossofabenefitunder (i) the organizationalor operational documents of Smarterita,or (ii) any materialcontract, agreement, note, bond, mortgage, indenture, lease, license, franchise, permit, concession, instrument, obligation, commitment, covenant, understanding or arrangement which relates to the Smarterita and to which Seller or Smarterita is a party or by which any ownership or title to the Interests(orthe enjoyment of thebenefitof owning the Interests) may be affected
d) Compliance with Laws. The Seller is not in conflict with, or in default or violationofanyFederal,state,localorforeignstatute,law,ordinance,regulation, rule,code, order,judgment,decree,otherrequirementorrule of law of theUnited States or any other jurisdiction, and any other similar act or law("Law")applicable to it.Asof the date of this Agreement, there are no actions, proceedings, investigations or surveys pending or, to the knowledge ofanySeller, threatened against it or the Smarterita. Neither Seller nor Smarteritahas
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received from any United States Federal, state or local or any foreign governmental, regulatory or administrative authority or agency or commission, or any court, tribunal or arbitral body ("Governmental Entity'') any written notification with respect to possible conflicts, defaults or violation ofLaws.
e) Securities Laws. Seller and Smarterita have filed all necessary documents that they are required to file, under the 1933 and1934Securities and Exchange Acts (the"Acts")on a timely basis, if any arerequired.
f)Governmental Approvals.No approval, order or authorization of, or filing or registration with, allowanceby,or consent of or notification to any Governmental Authority, is required to be obtained or made by Seller or Smarterita in connection with the execution and delivery by Seller of this Agreement, the performance of obligations of Seller orSmarteritahereunder or the consummation by Seller of the transactions contemplated hereby.
g) Broker.Seller is not directly or indirectly obligated to anyone acting as a broker, fmder, investment banker or in any other similar capacity in connection with this Agreement or the transactions contemplatedhereby.
h) No Material Statement or Omission of Material Fact. Neither this Agreement or the representations and warranties of Seller contained herein or in any documents, instruments, certificates or Schedules furnished pursuant thereto contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements or facts contained therein notmisleading.
4. Representations and Warranties of Buyer. Buyer hereby represents andwan·antsto Seller that the statements in the following paragraphs of this Section 4 are all true and complete as of the date hereof:
a) Exempt Transaction. Buyer understands that the offering and sale of the Stock is intended to be exempt from registration under the Act and exempt from registration or qualification under any statelaw.
b) Authority. Buyer represents that it has full power and authority to enter into this Agreement. This Agreement has been duly and validly executed and delivered by Buyer, and upon the execution and delivery by Seller of this Agreement and the performance by Seller of its obligations herein, will constitute, a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy or insolvency laws or other laws affecting enforcement ofcreditors'
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rights or by general principles of equity.
c) Investment. The Interests to be purchased by Buyer hereunder will be acquired for investment for Buyer's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributingthesame.
d) Information Concerning Smarterita. Buyer has conducted its own due diligence with respect to Smarterita and its liabilities and believes it has enough information upon which to base an investment decision in the Interests.BuyerhasfullyreviewedtheinformationprovidedbySeller.
e) No Oral Representations. No oral or written representations have been made other than as stated, or in addition to those stated, in this Agreement, and Buyer is not relying on any oral statements made by Seller, or any of Seller' representatives or affiliates,inpurchasingtheInterests.
5. Termination. Buyer or Seller may not, except for a material breach or failure of a conditionorrequirement,onorbeforetheClosingDate,terminatethisAgreement.
6. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, except that BuyermaynotassignortransferanyofitsrightsorobligationsunderthisAgreement.
7. Governing Law. Any dispute, disagreement, conflict of interpretation or claim arising out oforrelatingtothisAgreement,oritsenforcement,shallbegovernedbythelawsof the State of Texas. The Parties further agree that the Courts of the State of Texas have sole and exclusive jurisdiction over all matters relating totitleabove, and that venue shall lie in Dallas County, Texas.
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8. Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.AtelefaxedcopyofthisAgreementshallbedeemedanoriginal.
9. Headings.The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting thisAgreement. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwiseprovided,refertosectionsandparagraphs hereofandexhibitsandschedulesattached hereto,allofwhichexhibitsandschedulesareincorporatedhereinbythisreference.
10. Costs, Expenses.Each party hereto shall bear its own costs in connection with the preparation,executionanddeliveryofthisAgreement.
11. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instanceand eitherretroactivelyorprospectively),onlywiththewrittenconsentofSellerandthe Buyer. No delay or omission to exercise any right, power, or remedy accruing to Buyer, upon anybreach,default ornoncompliance of Sellerunder this Agreement shallimpair anysuchright, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or anyacquiescence therein, or of anysimilarbreach,defaultor noncompliance thereafter occurring. Allremedies, either under thisAgreement, bylaw,orotherwise affordedto Purchaser,shall be cumulativeand not alternative.
12. Severability. lf one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceablein accordance withits terms.
13. Entire Agreement.This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandingsdutiesor obligationsbetweenthepartieswithrespecttothesubjectmatterhereof.
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14. FurtherAssurances. From and after the date of this Agreement, upon the request of the Buyer or Seller, Buyer and Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of thisAgreement.
IN WITNESSWHEREOF,the parties hereto have executed this Agreement as of the date first written above.
SELLER: Vintage Specialists, LLC
/s/Brian Rose
Brian Rose
BUYER: Totally Hemp Crazy, Inc
/s/Tom Shuman
Tom Shuman
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