Total Sports Media Inc. (fka TSMI)

[NASCOW]

Upon the terms and conditions set forth in this Agreement, in consideration for the sale, assignment, and transfer of the Acquired Assets to the Buyer’s Subsidiary, the Buyer will, after the Closing and within five (5) business days after the recording of Amended and Restated Articles of Incorporation by the Buyer with the Wyoming Secretary of State that effect a reverse split of the Buyer’s issued and outstanding common stock, issue to Seller a number of shares of Buyer’s common stock (the “Shares”) such that on the date of the issuance of the Shares, the Seller and its affiliates will own a number of shares of the Buyer’s common stock equal to approximately 90% of the total issued and outstanding shares of Buyer’s common stock, (i) assuming the conversion of all outstanding Series A Convertible Preferred Stock of the Buyer into Buyer’s common stock on the Share issuance date, and (ii) including and taking into account all other shares of the Buyer’s common stock already owned by the Seller and its affiliates on the Share issuance date (the “Purchase Price”); provided, that the calculation of the number of Shares issuable to Seller under this Agreement will reflect that the dilution caused by outstanding shares of Buyer’s common stock in the public float on the Share issuance date will be borne 90% by the Seller and 10% by the holders of the Buyer’s outstanding Series A Convertible Preferred Stock, (i.e. on the Share issuance date and assuming the conversion of all outstanding Series A Convertible Preferred Stock of the Buyer on such date, the Seller will own 90% of the Buyer’s outstanding common stock that is not in the Buyer’s public float, and the holders of such Series A Convertible Preferred Stock will collectively own 10% of the Buyer’s outstanding common stock that is not in the Buyer’s public float). Reference to the Buyer’s “public float” in this Agreement means outstanding shares of Buyer’s common stock that are not owned by Buyer, Seller, or any of their affiliates.

So what will the ratio of the R/S be and will there be an increas afterwards to the A/S; 90% of stock owned by RadioLoyalty [seller]