Madison Technologies Inc. (OTCPK:MDEX) entered into a binding agreement to acquire The Jay & Tony Show from Jay Blumenfield and Anthony Marsh for $2.8 million on October 20, 2021.The Parties agree that the aggregate number of shares of Common Stock to be issuable shall be equal to the number obtained by dividing $10 million by the average of the closing bid and ask price for the Common Stock on the OTCQB the trading day before the Closing Date provided that, notwithstanding the foregoing, if (i) the Closing Share Price is equal to or greater than $0.60, then for purposes of determining the Closing Share Price and the number of Madison Shares, the Closing Share Price shall equal $0.60 per share of Common Stock or (ii) the Closing Share Price is equal to or less than $0.40, then for purposes of determining the Closing Share Price and the number of Madison Shares, the Closing Share Price shall be fixed at $0.40 per share of Common Stock. A minimum number of 16,666,667 shares (if the closing bid and ask price for the Common Stock on the OTCQB the trading day before the date of the closing under the Agreement is $0.60 or greater) and a maximum number of 25,000,000 shares (in the event the Closing Price is $0.40 or less). Jay Blumenfield and Tony Marsh will continue as Co-CEOs of the newly formed subsidiary of Madison, will be responsible for all content at the entity, and will work closely with Madison's broadcast and OTT unit on content offerings for its future, yet to be announced, network launch.

Sheppard, Mullin, Richter & Hampton LLP served as legal advisor to Madison Technologies Inc and The Michael Barnas Law Firm, PLLC served as legal advisor to The Jay & Tony Show.