BASSLINE JOINT
VENTURE AGREEMENT
THIS AGREEMENT
made and entered into
this 18th day of May, 2009 (the “Effective Date”) by
and between UOMO Media Inc. , (“UOMO”) a Nevada
Corporation, and Carl S. Erion and Bryan Wills,
("PRIMARIES") , according to the terms and conditions set
forth below:
I.
OWNERSHIP
.
UOMO and
PRIMARIES hereby enter into a Joint Venture Partnership whereby the
ownership structure of the Newly Created Company
(“BASSLINE”) is as follows: PRIMARIES:
Forty-nine percent (49%) and UOMO: Fifty-one percent
(51%).
II.
SERVICES &
RESPONSIBILITIES . UOMO hereby engages PRIMARIES
to render services to provide application tools for BASSLINE.
Said services shall include, but are not limited to (a)
Managing and overseeing operations of BASSLINE; (b) Developing
strategies and creative direction of BASSLINE; (c) Product
development of BASSLINE; (d) Website for BASSLINE; (e) Representing
UOMO and BASSLINE to the public; and (f) Keeping UOMO informed of
any material events. PRIMARIES hereby engage UOMO for
accounting and administration services of BASSLINE. Business
development of BASSLINE will be shared by both UOMO and PRIMARIES.
Board of Directors (“BoD”) of BASSLINE
will be made up of Three (3) board seats. All financial
transactions over a specific amount (“CAP”) must
be voted on and approved by BASSLINE’s BoD, including but not
limited to, all expenditure, sales, and budgets.
III.
REVENUE
.
Revenue of
BASSLINE will be split on a Fifty/Fifty (50% / 50%) basis between
both parties, after all expenses. PRIMARIES and UOMO must
both sign off approval on all budgets.
IV.
COMPENSATION
.
UOMO desires to
establish PRIMARIES’ ownership interest in BASSLINE as
incentive for PRIMARIES’ peak performance and in furthering
the corporate interests and welfare of BASSLINE and
UOMO.
(a)
RESTRICTED
STOCK . UOMO hereby grants to PRIMARIES
Fifty Thousand (50,000) shares of Restricted Stock Units (RSUs).
The RSUs will vest on a schedule to be determined by UOMO, and are
subject to the twelve (12) month waiting period from the time of
issue for restricted stock required by the United States Securities
and Exchange Commission Rule 144 which is an amendment to the
Securities Act of 1933 (the “Securities Act”) and the
Securities Exchange Act of 1934 (the “Exchange Act”).
RSUs will be granted on a quarterly basis.
(b)
BONUS . PRIMARIES will be eligible
for a bonus TBD.
V.
TAXES . PRIMARIES will promptly pay,
and be solely responsible for paying, as the same become due and
payable as a result or consequence of monies paid or payable by the
UOMO to the PRIMARIES pursuant to this Agreement, all amounts
payable pursuant to applicable tax statutes, workers compensation
or workplace safety and insurance statutes, pension plan statutes,
and any other taxes, statutory deductions, contributions, and
assessments on income required by the State of Nevada, the State of
Georgia, the Government of Canada, the Government of the
Unit
