AGREEMENT OF PARTNERSHIP

AGREEMENT OF PARTNERSHIP

THIS AGREEMENT OF PARTNERSHIP (hereafter this ‘‘Agreement’’) is entered into and
shall be effective as of the _ day of _______, 20___, by and among _
[NAMES OF ALL PARTNERS]. (Hereinafter collectively referred to as the “Partners“).
WHEREAS this partnership deals in

_ and shall involve releasing of 10% Equity in the venture based on successfully raising capital to ________________________ [NAME OF THE BROTHER]
NOW, THEREFORE, in consideration of the premises, and of the mutual promises and
undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

THE PARTNERSHIP

  1. Organization
    The Partnership is hereby organized as a __ (state the type of partnership e.g. LLC)
    effective as of the date hereof pursuant to, in accordance with and for purposes of the provisions
    of this agreement.
  2. Partnership Name
    The name of the Partnership shall be __ [NAME] and all business of the Partnership
    shall be conducted in such name. The Partnership shall hold all of its property in the name of the
    Partnership and not in the name of any Partner.
  3. Terms.
    (i) No partner is allowed to sell shares unless first right of refusal by the existing
    shareholders.
    (ii) Shares shall be issued only when capital is successfully raised.
    (iii) In the event where capital is partially raised, that portion shall be scaled appropriately
    considering the total amount to be raised.
    (iv) In the event where further capital has been raised from additional projects not
    contained in this agreement, the capital shall not be subject to any deductions in terms
    of equity.

3.1 To include full support for due diligence, as well as raising finance, the company agrees to
offer;
(i) 5% address commission from the first capital raise

(ii) 1 st 5% equity released when first capital which is $ 30 million is successfully raised.
(iii) The second 5% released shall be after the repayment of the first loan after 5 years of
successfully raising further capital.

  1. Statutory Compliance.
    The Partnership shall exist under and be governed by, and this Agreement shall be construed in
    accordance with the applicable laws of the State of ___ [NAME OF STATE. e.g.
    California]. The Partners shall make all filings and disclosures required by, and shall otherwise
    comply with, all such laws. The Partners shall execute and file in the appropriate records any
    assumed or fictitious name certificates and other documents and instruments as may be necessary
    or appropriate with respect to the formation of, and conduct of business by, the Partnership.
  2. Severability
    Every provision of this Agreement is intended to be severable. If any term or provision hereof
    is illegal or invalid for any reason whatsoever, such legality or invalidity shall not affect the
    validity or legality of the remainder of this Agreement.

IN WITNESS WHEREOF, the parties have entered into this Agreement of Partnership as of
the day first above set forth.

[Append the signatures of all partners and include the dates when the respective partners signed
the agreement]

Signature__________________________ Date ____
Signature__________________________ Date ____
Signature _____________ Date _____

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