Partner Agreement

Fan Pass or (Fan Pass Live)

Live Stream or (Subscription service)

The Partner shall identify, negotiate and contract mutually agreed upon artists/talent ” to participate in the ownership of an exclusive “Fan Pass Live Channel” dedicated to all live stream events of various lengths, pop-up events, shout outs to fans, merchandise sales and content of various types, supporting the Fan Pass platform, mobile application and website to promote ahead of and following events delivered to fans through the subscription area of Fan Pass.

The Initial Term of this Agreement shall be eighteen (18) months. It is the intent of both parties to continue with artist events as outlined in “Exhibit A” or otherwise. Either Party may terminate this Agreement six (6) months after the Effective date upon 30 days’ written notice, should there be a desire to do so. Notwithstanding termination of this Agreement, Company shall continue to pay to Partner its percentage share of Net Revenue (as defined below) on a monthly basis in accordance with Section 3(a).

Partner shall negotiate, on behalf of the Company, to secure the services of Artists. Each Artist shall agree to perform certain deliverables (the “Deliverables”) by executing an agreement with Company in substantially the same form as Exhibit A hereto. Notwithstanding the foregoing, the specific deliverables for each Artist will be negotiated on a case-by-case basis by Company, Partner, and Artist as appropriate for each engagement.

Company shall be responsible for the planning, preparation and marketing of each Event Stream, during the promotional period, on the date of event and following each event. For example, once the Partner has secured the services of an Artist, Company’s “Relationship Agents” will engage each Artist/and gather content in the days prior to the event (the “Promotional Period”), gather content for the event (“Date of Event”), and gather content for the period after the event (promote more subscriptions for the month). If a planned event does not occur for reason of cancellation, the Parties will attempt to offer a new event in a time frame agreeable to the Company.

The Company will pay Partner five percent (5%) of Net Revenue.

As used herein, the following terms have the following meanings:

“Costs” means broadcast fees, such as streaming fees, processing or chargeback fees, refunds, printing and fulfillment fees on merchandise and any taxes collected but only to the extent such Costs are (i) actually incurred and paid by Company, and (ii) attributable to an Event Stream or other music artist event on the Fan Pass platform. Costs shall not include Company’s general overhead expenses and fixed costs such as rent, salaries, independent contractor fees, and other expenses unrelated to the music artist events contemplated under this Agreement.

“Gross Revenue” means any and all revenue of the Company and each of its affiliates (including Fan Pass Inc.) which is attributable to the Fan Pass platform in any form whatsoever, including revenue based on Fan Pass subscribers and merchandise sales, revenue earned pursuant to any agreement between Company and artists, including agreements in the form of Exhibit A hereto or any other future agreement(s) between Company and artists, and any and all other revenue earned by Company in whatever form that is attributable to the Fan Pass platform. Notwithstanding the foregoing, Gross Revenue shall not include revenue related to: Spagatini's Jazz Lounge - Los Angeles, T K A (Adam Kluger and their affiliates), Eddie Meehan - One Union, Legacy Retail, LLC., Human Brands, LLC., and their related affiliates, Garth Brooks, Pat Quigley, Taylor Swift, John Rich (Big & Rich), Sammy Hagar, and Y&T.

“Gross Revenue” means Gross minus Costs.

Partner’s share of Net Revenue shall be paid on the 15th of the month following the month in which Gross Revenue was generated and if not paid by such date, such amount shall accrue interest at the rate of five percent (5%) per annum from the due date until the date paid. On the 15th of each month, Company shall certify to Partner in writing the calculation of Net Revenue (if any) and Costs for the previous month (the “Monthly Statement”).

Company shall maintain Books and Records which Partner may examine, at Partner’s expense. Partner may make those examinations only for the purpose of verifying the accuracy of statements rendered to Partner under paragraph a.ii. Partner may make such an examination only once during each twelve-month period, only once for a particular accounting period, and only within one year after the end of an accounting period with respect to accountings during the period concerned. Partner may make those examinations only during Company's usual business hours, on reasonable written notice for a reasonably convenient time, and at the place where Company keeps the Books and Records to be examined. Partner may appoint a qualified auditor to make such an examination for Partner. The rights hereinabove granted to Partner shall constitute Partner’s sole and exclusive rights to examine Company's Books and Records.

If, in the course of any examination, made in accordance with paragraph a.iii., of Net Revenues payable to Partner under Section 3, Partner and Company agree in writing that there has been an under crediting of Net Revenues to Partner exceeding 10 percent of the total Net Revenue credited by Company to Partner in the aggregate for the periods covered by such examination, Company will pay interest to Partner on any portion of such agreed-upon under crediting of Net Revenues that is paid to Partner at the time of such agreement or determination, at the prime rate in effect on the date on which Company is deemed to have sent Partner the Net Revenue statement for the last accounting period covered by the examination, as such rate is quoted in the "Money Rate" section of The Wall Street Journal (or, if The Wall Street Journal is discontinued or is no longer quoting such rate, any other similarly reputable published source), calculated from the date such Net Revenues were payable.

If Partner and Company fail to reach an agreement with respect to any disputed amounts after an examination pursuant to paragraph a.iii, then any amounts remaining in dispute ("Disputed Amounts" and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of a nationally recognized firm of independent certified public accountants other than Partner's accountants or Company's accountants mutually agreeable to Partner and the Company (the "Independent Accountants") who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Monthly Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Monthly Statement and the Statement of Objections, respectively. The Independent Accountants’ adjustments to the Monthly Statement shall be conclusive and binding upon the parties hereto. Any payment required of the Company as a result of the Independent Accountants’ adjustments to the Monthly Statement shall be made within 5 business days of the Independent Accountant’s determination. Should any adjustment by the Independent Accountants be less than 10% of the total amount due for the period under dispute then the disputing party shall pay the fees of the Independent Accountant. Should the adjustment by the Independent Accountants be 10% more of the amount due for the period under dispute then the non-disputing party shall pay the fees of the Independent Accountants.

Simultaneously with the execution of this Agreement, Partner will enter into a stock subscription agreement containing traditional representations warranties. Within three (3) business of the Effective Date, the Company will issue to Partner that number of shares of the Company’s Series A Preferred Stock, so that when converted would be equal to 5% of the issued and outstanding shares of the Company’s common stock. The share issuance is agreed between the parties to be granted as additional compensation. The shares of Series A Preferred Stock and the shares of common stock issuable upon conversion thereof, may not be sold or transferred by Partner unless: (i) such shares are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”); (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and shall be furnished by Company’s counsel, at Company’s sole expense) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) or “related person” of Partner (as defined in the Instruction to Item 404(a) of Regulation S-K) who agrees to sell or otherwise transfer the shares only in accordance with this section.

Company hereby authorizes Partner, during the Term, to act as its agent with respect to the Services described herein and to negotiate and, where required, enter into agreements on the Company’s behalf, with respect to the subject matter hereof and in accordance with the sample agreement attached as Exhibit A.