CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 13^th day of May, 2013, by and between

Xumanii Inc. a company duly incorporated in Nevada, USA with its address at XX Xxx 000, Xxxxxx Xxxxx,

Xxxxx Church Street, Xxxxxx Town, Grand Cayman KY1-1104 Cayman Islands (the “Company” or “Xumanii”)

and Xx. Xxxx X. Xxxxxxx XX residing at 0000 Xxxxxxx #0000 xxxxx Xxxxxxxxx XX 00000 (“Consultant”)

(together the “Parties”).

WHEREAS, the Parties desire to set forth the terms and conditions under which the Consultant shall provide

consulting  services  to  negotiate  live  broadcast  agreements  with  Artists,  Management,  Record  Labels,

Festivals and other entities within the Entertainment Industry, on behalf of the Company, to the best and

reasonable efforts of consultant.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and other valid

consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

1. Term and Venue of Agreement

The agreement shall remain in effect from May 1^st, 2013 through the expiration of a period of 2 years

from the date hereof (“the Term”), and thereafter may be renewed upon the mutual consent of the

Parties.  This agreement is also valid for the world.

2. Termination of Agreement

The Company may not terminate this agreement unless; the Consultant is not performing his duties as

described in this agreement or; the Consultant is causing harm or damage to the Xumanii brand. In the

event the company alleges that the Consultant is not performing his duties, the Company must notify the

Consultant in writing pursuant to the notice requirements identified in paragraph 19A below. Further,

the  Consultant  shall  be  allowed  10  calendar  days  to  “cure”  said  alleged  default.  In  the  event  of

termination of said Agreement, the Consultant shall still be paid his cash and stock for the remainder of

this Agreement according to the  Compensation schedule below on an accelerated basis;  payable at

termination.

3. Nature of Services to be rendered

During the Term and any renewal thereof, the Consultant shall; provide the Company with consulting

service(s) on a best efforts basis in connection with negotiating live broadcast agreements or other

endorsements within the Entertainment industry and use its best efforts to introduce the Company to

various Artists, Managers, Companies and Event producers to secure live broadcast agreements with

them.  It  is  acknowledged  and  agreed  by  the  Company  that  the  Consultant  carries  no  professional

licenses, and is not rendering legal advice or performing accounting services, nor acting as an

investment advisor or broker-dealer within the meaning of applicable state and federal laws.

4.     Disclosure of Information

The Consultant agrees as follows:

The  Consultant  shall  NOT  disclose  to  any  third  party  any  material  non-public  information  of  data

received from the Company without the consent and approval of the Company other than: (i) to its

agents or representatives that have a need to know in connection with the services hereunder; (ii) as may

be required by  applicable law; and (iii) such information that becomes publicly known through no

action of the Consultant.

5. Compensation

The following represents the compensation to be paid to the Consultant in connection with rendering the

Services hereunder during the term of this Agreement, or at termination as described above.

The Consultant shall receive a sum of Five Thousands US dollars per month (US$ 5,000.00) for the

duration of this agreement, beginning May 1, 2013.

The Consultant shall also receive One Million Five Hundred Thousand (1,500,000) Class B Preferred

Stock. The shares will be issued in the following manner: 500,000 shares upon the execution of this

agreement and 250,000 Class B Preferred Stock on each subsequent 6 month period until all 1,500,000

shares have been issued.

The Consultant shall also be reimbursed actual reasonable travel and other out of pocket expenses which

will be billed in arrears and are due payable within (15) days of the Company’s receipt of the subject

invoices and detailed expense report. All such expenses must be pre-approved by the Company. (Said

approval “request form” attached as exhibit “A” hereto).

6.      Reporting to the Board of Directors

The Consultant agrees as follows:

The Consultant shall report to the board of directors on a bi weekly basis and provide to the board of

directors a written progress report as to meetings, signings or endorsements with prospective live broad

cast events, performance artists, management companies, marketing companies, within the

Entertainment industry.  (Said progress report standards are attached hereto as exhibit “B”).

7. Representations and Warranties of the Consultant.

In  order  to  induce  the  Company  to  enter  into  said  Agreement,  the  Consultant  hereby  makes  the

following unconditional representation and warranties:

In connection with its execution of and performance under this Agreement, the Consultant has not taken

and will not take any action that will cause it to become required to make any filings with or to register

in  any  capacity  with  the  Securities  and  Exchange  (the  “SEC”),  the  Financial  Industry  Regulatory

Authority.  (“FINRA”)  formerly  known  as  the  National  Association  of  Securities  Dealers,  Inc.  (the

“NASD”), the securities commissioner or department of state, or any other regulatory or governmental

body or agency.

The Consultant is not subject to any sanction or restriction imposed by the SEC, FINRA, any state

securities commission or department, or any other regulatory or government body or agency that would

prohibit, limit or curtail the Consultant execution of said Agreement or the performances of its

obligation hereunder.

8. Non-Circumvention, Non-Disclosure and Confidentiality

This Agreement is a perpetuating guarantee for three (3) years from the date of execution and is to be

applied to any and all transactions present and future, of the introducing party, including subsequent

follow-up, repeat, extended, renegotiated, and new transactions regardless of the success of the project.

Because of this Agreement, the Parties involved in this transaction may learn from one another, or from

principals, the names and telephone numbers of investors, borrowers, lenders, agents, brokers, banks,

lending corporations, individuals and/or trusts, or buyers and sellers hereinafter called contacts. The

Parties with this acknowledge, accept and agree that the identities of the contacts will be recognized by

the other Party as exclusive and valuable contacts of the introducing Party and will remain so for a

period of three (3) years.

The Parties agree to keep confidential the names of any contacts introduced or revealed to the other

party, and  that  their  firm,  company,  associates,  corporations,  joint  ventures,  partnerships,  divisions,

subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with,

negotiate or participate in any transactions with any of the contacts without first entering a written

agreement with the Party who provided such contact unless that Party gives prior written permission.

Such  confidentiality  will  include  any  names,  addresses,  telephone,  telex,  facsimile  numbers,  and/or

other pertinent information disclosed or revealed to either Party, from the others.

The Parties agree not to disclose, reveal or make use of any information during discussion or

observation regarding methods, concepts, ideas, product/services, or proposed new products or services,

nor to do business with any of the revealed contacts without the written consent of the introducing party

or parties.

The Parties agree that due to the many variables surrounding each Business Financial Transaction that

will occur because of this agreement, the commission to be paid and/or the fee structure between the

Parties   can   vary.   A   separate   fee/commission   agreement   will   outline   compensation   for   each

Business/Financial Transaction. The fee or commission agreement must be drafted and acknowledged

by signature before all Business/Financial Transactions.

In case of circumvention, the Parties agree and guarantee that they will pay a legal monetary penalty

that is equal to the commission or fee the circumvented Party should have realized in such transactions,

by the person(s) engaged on the circumvention for each occurrence. If either party commences legal

proceedings to interpret or enforce the terms of this Agreement, the prevailing Party will be entitled to

recover court costs and reasonable attorney fees.

Upon  execution  of  this  Agreement  by  signature  below,  the  Parties  agree  that  any  individual,  firm

company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees,

agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor,

assign or designee is bound by the terms of this Agreement.

9. Duties of the Company

The Company shall supply the Consultant, on a regular and timely basis, with all approved data and

information regarding its management, its products, and its operation. Company shall be responsible for

advising the Consultant of any facts which would affect the accuracy of any prior data and information

previously supplied to the Consultant so that the Consultant may take corrective action.

10. Indemnification of the Consultant by the Company

The Company shall indemnify and hold harmless The Consultant and its principals from and against any

and all liabilities and damages in connection with the Company’s ownership and operation.

11. Indemnification of the Company by the Consultant

The Consultant shall indemnify and hold harmless the Company and its principals from and against any

and all liabilities and damages arising out of any intentional breach of its representations and warranties

or agreements made hereunder or from any breach of contract with the Company’s Clients brought in by

the Consultant.

12. Mediation

Any controversy, dispute or claim arising out of or relating to this Agreement or the breach thereof shall

be settled by mediation. Mediation proceedings shall be conducted in accordance with the rules then

prevailing of the American Mediation Association or any successor. Venue for mediation proceedings

shall be within the state of Illinois. The costs of mediation, reasonable attorney’s fees of the Parties,

together with all other expenses, shall be paid as provided in the rules.

13. Attorney Fees

In the event a legal action is commenced by a Party to the Agreement alleging a default of the terms or

conditions of the Agreement, and judgment is held in favor of the non-moving party

(respondent/defendant), the non-moving party shall be entitled to recover all costs incurred as a result of

defending such action including reasonable attorney fees, expenses and court costs through trial, appeal

and to final disposition.

14. Entire Understanding/Incorporation of other Documents

This Agreement requires the entire understanding of the parties with regard to the subject matter hereof;

superseding any and all prior agreements or understandings, whether oral or written, and no further or

additional agreements, promises, representations or covenants may be inferred or constructed to exist

between Parties.

15. No Amendment Except in Writing

Neither the Agreement nor any of its provisions may be altered or amended except in a dated writing

signed by both parties.

16. Waiver of Breach

No waiver of any breach of any provision hereof shall be deemed to constitute a continuing waiver or a

waiver of any other portion of the Agreement.

17. Independent Contractor

The Consultant agrees to perform its consulting duties hereto as an independent contractor. Nothing

contained herein shall be considered as creating an employer-employee relationship between the parties

to this Agreement and accordingly Consultant will receive his compensation as a 1099 Independent

Contractor with no taxes or Social Security withheld.

18. Governing Law

The Agreement and its provisions shall be constructed in accordance with, pursuant to and governed by

the State of Illinois.

19. Miscellaneous

A. Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and

shall be deemed to have been duly given when delivered personally or sent by registered or certified

mail, return receipt requested, postage prepaid to the parties hereto at their addresses first above written,

with a copy to Law Offices of Xxxxxx X. Xxxxxxxxxx, Attn: Xxxxxx X. Xxxxxxxxxx, 000 X. Xxxxx Xxxxxx

Xxxxxxx,  Xxxxxxxx  00000,  email  xxxxxxxxxxx@xxx-xxxxxxxxxx.xxx.  Either  party  may  change  his  or  its

address for the purpose of this paragraph by written notice similarly given.