PARTNERSHIP AGREEMENT

January 13, 2024

PARTNERSHIP AGREEMENT
This partnership agreement is made on December XXX
BETWEEN:
1ST PARTY – XXX LLC with the address XXX
AND
2ND PARTY – XXX LLC with the address XXX.
Hereinafter referred to as PARTNERS, whereby the partners agree to form and operate a
partnership business and become legal partners in business.
The terms and conditions of this partnership would be outlined in this agreement.
In consideration of mutual covenants, promises, and other valuable considerations contained in
this agreement and the receipt of which is hereby acknowledged, the parties agree as follows:

1. NAME OF BUSINESS:
The business shall be carried under the name of THE METAVERSITY AND CO.
2. PLACE OF BUSINESS:
The principal place of business shall be located at XXX.
3. PURPOSE OF THE BUSINESS:
The purpose of this partnership shall be as follows;
The partners agree to be partners where METAVERSITY has a product called https://themetaversity.app/ which
they have developed to a certain extent and AXYZ Global will be coming on board to provide the technical resources
required to complete the MVP of the product.

4. TERM OF THE BUSINESS:
The business shall commence on December 19 and shall continue until terminated under the terms
of this agreement or by the operation of law.

5. THE LIABILITY OF THE PARTNERS:
This is a limited partnership.

6. DUTIES AND OBLIGATIONS OF THE PARTNERS:
The duties of the partners shall include the following:

a. METAVERSITY will be getting access to professional technical resources from AXYZ to build the
product to a functional stage for the product to be ready for funding rounds and investor pitches.
b. METAVERSITY will also have access to AXYZ’s network and potential investors. AXYZ will also provide
advisory and support in all its capacity.
c. METAVERSITY will run the business and drive the investment pitches as it has been.
d. AXYZ will be investing in METAVERSITY in the form of technical resources in order to have a 10% equity
stake in METAVERSITY LLC and an exclusive right to be METAVERSITIES technical development team
throughout the lifecycle of the product, and as part owners of the product, listing it on their portfolio as one of
AXYZ Edutech blockchain platforms.
e. AXYZ would have the right to market and generate deals within its network independently, but not
exclusively. And give METAVERSITY a commission from the deal.
f. The product state is currently only front-end based, AXYZ will bring together a team comprising of;
– Product manager (1)
– Backend Engineer (1)
– Web 3 & Blockchain Engineer (1)
– Front End Engineer with Web3 experience (1)
g. A few of the high-level features to be implemented including integrations but not limited to are;
– The ability to create a wallet from the METAVERSITY platform (Through 3rd party wallet providers)
– The ability to connect the wallet and mint the NFT (with an open-sea connection)
– The ability to track course progress
– The ability to receive milestone tokens for milestones in the course
– The ability to get would-bound tokens as course certificates.
h. Support:
The AXYZ team would be responsible for the technical support of the MVP.

7. CAPITAL CONTRIBUTION:
Each partner shall make the following contributions:

1st partner – AXYZ Global – Investing in the business by providing technical resources and
advisory and support in all its capacity. The total cost of the resources over time provided by
AXYZ global will cost upwards of $25,000.
2nd partner – METAVERSITY LLC – Originators of the business with intellectual property and
frontend MVP development and user base/community.
a. All contributions shall be deposited fully on or before January 2, 2023.
b. No partner shall withdraw any portion of the capital of the partnership without the
express written consent of the other partner(s).
c. The partner(s) may contribute such additional capital in money, property, or services
as the other partner(s) may agree to from time to time, acting reasonably.
d. All decisions regarding the distribution of profits, loss, additional contributions, and all
other financial decisions shall be decided by a majority vote of the partners.
8. OWNERSHIP INTEREST OF THE PARTNERS
The ownership interest of the partners in the partnership shall be as
follows: 1st partner – AXYZ Global LLC – 10% (ten percent) equity stake.
2nd partner – METAVERSITY LLC – 80% (eighty percent) equity stake.
9. PROFIT AND LOSS DISTRIBUTION
The net profit or losses in the partnership shall occur to and be borne by the partners in equal
shares. The profit and losses would be distributed every month.
All partners must give their unanimous consent if a permanent salary is to be established and their
unanimous consent for the amount of salary to be given to each partner.
10. ACCOUNTING BOOKS
There shall be accurate and complete books of account of all the transactions of the partnership
and such books shall be available for inspection and examination by any partner.
11. ANNUAL REPORT
At each accounting year-end, the partnership shall furnish to each partner the annual report
showing the full and complete account of the partnership. The contents of the annual reports
shall include but not limited to the following:

i. A statement of all of each partner’s income;
ii. A copy of the partnerships income tax returns for the accounting year;
iii. A breakdown of the profit and loss attributable to each partner; and
iv. Any additional information that the partners may require.
12. ACCOUNTING YEAR
The accounting year end for each year shall be December 31.
13. AUDIT
a. Any partner shall have the right to request that the partnership books be audited.
b. The cost of the audit will be borne by the partnership business.
c. All accounting books and records of the partnership business shall be audited every month.
14. BANK
a. The partnership shall maintain a bank account.
b. Any money belonging to the partnership shall be deposited in the aforementioned bank.
c. All the partners shall be signatories to the account.
d. The partnership may maintain another bank account, provided it is agreed by the partners.
e. The following partners would be able to sign checks from any joint partner account.
15. CAPITAL ACCOUNTS
An individual capital account will be maintained for each partner and their initial capital
contribution and any additional contribution shall be deposited to this account.
16. MANAGEMENT AND AUTHORITY
Except as otherwise agreed by the partners, all actions and decisions regarding the management,
operation, and control of the partnership and its business shall be carried out by all the partners.
17. MEETINGS
a. Subject to the provisions in the agreement, all decisions of the partners shall be by a
majority vote of the partners.
b. All votes cast by each partner shall be in proportion to their ownership interest
in the partnership.
c. The quorum for a meeting of the partners shall be 2(two).

d. Meetings shall be convened at regular intervals by providing reasonable notice to all
partners specifying the agenda of the meeting.
e. Any partner can call a special meeting to tackle issues that require a vote by
providing reasonable notice to all partners.
f. All meetings will be held at a reasonable time and location.
18. CONTRACT BINDING AUTHORITY
All decisions with respect to binding the partnership in a contract shall require a majority vote of
the partners.
19. WITHDRAWAL OF PARTNERS
a. A partner may be withdrawn involuntarily from the partnership upon the occurrence of
one or more of the following:
i. If any partner dies;
ii. The partner becomes a person of unsound mind;
iii. The partner is declared bankrupt;
iv. The partner is found guilty of committing a criminal act;
v. If there is any breach of the fiduciary duty of the partner;
vi. If the partner suffers from serious ill health or disability which will prevent
reasonable participation in the partnership;
vii. If the partner ceases to be a partner as a result of expulsion.
b. The involuntary withdrawal of a partner shall result in the dissolution of the partnership.
20. VOLUNTARY WITHDRAWAL OF A PARTNER
a. A partner may withdraw voluntarily from the partnership in a manner agreed by the
partners.
b. When a partner withdraws voluntarily, the remaining partners shall have the right to
buy out the shares of the partner.
21. DISSOLUTION OF THE PARTNERSHIP
a. Except as otherwise provided for in this agreement, the partnership may be dissolved
by a majority vote of the partners.
b. In the event of a dissolution of the partnership, the partners shall share the remaining
assets or liabilities in equal proportion.

c. Upon liquidation, all the assets of the partnership or proceeds therefrom
shall be distributed in the following order of priority:
i. For the payments and debts of the liability of the partnership;
ii. For the reimbursement of expenses incurred during the dissolution of
the partnership; and
iii. To the partners in accordance with their entitlement as described in
this agreement.

d. In the absence of any other written agreement, the value of the tangible and
intangible assets of the partnership shall be assessed based on the fair market value
appraisal. The appraisal shall be conducted by an accounting firm agreed upon by
the partners.
22. AMENDMENT AND WAIVERS
No amendment shall be valid or binding except the same is done in writing and executed by
all the partners hereto. No waiver of any position in this agreement will be effective or
binding unless the same is made in writing and signed by the party purporting to give the
same.
23. ASSIGNMENT
The parties to this assignment shall not assign or transfer any rights and obligations under this
agreement to a third party without the prior consent of the other.
24. CONFIDENTIALITY
a. The parties undertake not to disclose or communicate to any party any confidential
information relating to this agreement or contracts contemplated here, which may come to
their knowledge.
b. The parties further undertake to use their best endeavors to prevent the
publication or disclosure of any confidential information concerning such matters.
25. NEW PARTNERS
The partnership will amend this agreement to include new partners upon the written and
unanimous vote of all partners.
The name of the partnership may be amended if a new partner is added to the partnership upon
the written and unanimous vote of all partners.

26. NON COMPETE

The partners undertake that during their term of this partnership, they shall not engage in any
business which is competitive with the partnership business.
27. GOVERNING LAW
The agreement shall be governed by the laws of the United States of America.
28. JURISDICTION
The jurisdiction is San Francisco and Georgia.
29. DISPUTE RESOLUTION
The Parties shall use all reasonable endeavors to resolve any dispute that may arise amicably and
in good faith, failure of which, the dispute shall be referred to Mediation.
30. ENTIRE AGREEMENT
This agreement and any other document referred to in this agreement constitute the entire
agreement between the parties and supersede any prior written or oral agreement made between
them.
31. SEVERABILITY
Every provision in this agreement is intended to be severable. If any provision is invalid for any
reason whatsoever, such invalidity shall not affect the validity of other clauses in this agreement.
32. COUNTERPARTS
This agreement may be executed in several counterparts, all of which constitute a single agreement
between the parties.

IN WITNESS WHEREOF the parties hereto have executed this agreement this day and year first
written above.
SIGNED by the within named…………..
……..
In the presence of:
NAME……
ADDRESS……
OCCUPATION…..

SIGNATURE……

SIGNED by the within named…….
……..
In the presence
of:
NAME…….
ADDRESS……
OCCUPATION……

SIGNATURE……

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