PARTNERSHIP AGREEMENT

GENERAL PARTNERSHIP
LOCATED IN THE STATE OF CALIFORNIA

This Partnership Agreement (hereinafter referred to as the “Agreement”) is made on the [ ]

day of August, 2019

BETWEEN

[ ] of [ ], California, United States

of America (hereinafter referred to as “Partner A”];

AND

[ ] of [ ], California, United States

of America(hereinafter referred to as “Partner B”].

AND

[ ] of [ ], California, United States

of America (hereinafter referred to as “Partner C”].

And both hereinafter jointly referred to as the “Partners”.

NOW WITNESSETH THIS AGREEMENT as follows:

RECITALS

A. The Partners have conducted discussions and negotiations between themselves relating to
their common business activities and goals and how to better pursue them in co-operation
between them on a team basis for their mutual benefit.

B. In their deliberations and negotiations, the Partners have considered the manner in which
their joint co-operation can be best manifested and have decided to form a general partnership
between themselves;

C. Following their deliberations and negotiations, the Partners have incorporated a corporation,
5ya Distribution LLC of [ ], California, United States of America, as the vehicle best
suited to pursue their common business activities, goals and objectives (hereinafter referred to
as the “Business”)

D. The Partners now wish to execute a partnership agreement between themselves to govern
and regulate the relationship between themselves and in relation to the Business in the form of
a general partnership (hereinafter referred to as the “Partnership”).

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises

and the mutual covenants, agreements, conditions and warranties set out herein, it is hereby
covenanted, agreed and declared by and amongst the Partners as follows:

1
1. PREAMBLE

1.1 Number And Gender

Words importing the singular shall include the plural and vice versa and words importing
gender shall include all genders.

1.2 Registration

In compliance with the laws of the State of California, the Partners shall, jointly and/or
severally, file such certificate and documents as are required in respect of a general
partnership.

1.3 Successors And Assigns

A reference to a party to this Agreement shall include his/her successors and assigns
or personal representatives as if such successors and assigns or personal representatives had
been named in this Agreement as an original party.

1.4 Previous Agreements And Arrangements

This Agreement shall supersede any and all previous agreements, arrangements or
understandings between the Partners in relation to the subject matter of this Agreement.

1.5 Headings

The headings of any Article, Clause, Section or part thereof are inserted solely for
convenience and shall not form part of this Agreement and shall not be considered in the
interpretation or construction hereof.

2. FORMATION AND OPERATION OF THE PARTNERSHIP

2.1 Power To Enter Agreement

Each Partner warrants to the other that they have full power and authority to enter and
execute this Agreement and to perform all obligations thereunder without any restraint or
encumbrance and that they are not aware of any facts that could reasonably be construed or
interpreted to give rise to such restraint or encumbrances on their ability to perform their
respective obligations under this Agreement.

2.2 Effective Date

The date on which the Partnership shall be formed and deemed to exist shall be [

2
], 2019 (hereinafter referred to as the “Effective Date”) notwithstanding that this Agreement may
be executed on a day prior to or after the Effective Date..

2.3 Name

At the Effective Date, the Partnership shall be known by the name [ ]. The
Partners may unanimously from time to time in writing change the name of the Partnership as
they see fit and only the Business shall be entitled to carry on any business under such other
name.

2.4 Purpose Of The Partnership

The purpose of the Partnership is to participate in the business of [ ] and in

such other activities as maybe incidental to participating in such business in the opinion of the
Partners and such business activities of the Partnership shall be conducted solely through 5ya
Distribution LLC (hereinafter referred to as the “Business”).

Solely in furtherance of the Business, the Partnership may borrow money and
mortgage the real or personal property of the Partnership in connection therewith provided
always that any document giving rise to such arrangements shall be jointly executed by the
Partners unless otherwise agreed to by the Partners in writing.

The Partnership shall have the power to do any act and thing and to enter into any contract
incidental to the attainment of the purpose of the Partnership and the Business specified in this
Agreement.

2.5 Domicile

The Partnership shall be domiciled in [ ] in the State of California until such time
as the Partners decide otherwise in writing.

2.6 Duration

The Partnership shall continue in full force and effect from the Effective Date until such
time as the Partnership is dissolved or terminated pursuant to the terms of this Agreement, the
unanimous agreement of the Partners or the operation of Law.

2.7 Place Of Business

The place of business of the Partnership and the Business shall be at [ ] or such
other place or places as the Partners shall from time to time hereafter determine in writing.

2.8 New Partners

No person, corporation or other legal entity shall be accepted as a Partner of the

Partnership without the express unanimous consent in writing of the Partners for the time being.

3
2.9 Voting On Partnership Decisions

All decisions concerning the management of the Partnership and the Business shall be
decided on by a unanimous decision of the Partners in writing whether such decisions are
made at a meeting of the Partners or by way of a written resolution circulated amongst the
Partners.

3. FINACIAL CONSIDERATIONS

3.1 Capital Contributions And Financing Requirements.

The Partners are in agreement that the Partnership requires to be funded by the
Partners to provide the resources required to pursue the goals and objectives of the Partnership
and that such funding shall be provided severally by each of the Partners (hereinafter referred
to as the “Capital Contribution”) and they shall each make an initial capital contribution as
follows:-

a) Partner A shall make a capital contribution of [ ] in cash;

b) Partner B shall make a capital contribution of [ ] in cash;
c) Partner C shall make a capital contribution of [ ] in cash.

Accordingly, the initial equity interest of each Partner in the Partnership shall be as
follows:-

Partner A 33.3333%
Partner B 33.3333%
Partner C 33.3333%

Such capital contributions shall be made by the Partners not later than seven (7)
calendar days from the Effective Date.

On receipt of the Capital Contributions, the equity account of each Partner in the
Partnership shall be credited with the amount of their respective contributions (“Capital
Account”) and the balance of the Capital Account on completion of the Capital Contribution
shall reflect the respective equity position of each Partner in the Partnership as of the Effective
Date.

The Capital Contributions:

a) shall be the property of the Partners in proportion to their respective contributions;

b) shall not entitle the Partners to receive any interest payment in relation to their
respective contributions;
c) shall entitle the Partners to receive any distributions of capital and/or income made
by the Partnership in proportion to their respective Capital Contribution.

3.2 Utilization Of The Initial Capital Contribution

4
 The initial capital contribution shall be utilized for the purpose of capitalizing the issued
share capital of the Business which shall be in the amount of USD[ ] and the balance shall
be utilized for the working capital requirements of the Business. The initial issued share capital
of the Business shall be held as follows:

Partner A 33.3333%
Partner B 33.3333%
Partner C 33.3333%

3.3 Maintenance Of Equity Positions And Additional Capital Requirements

The respective equity positions of each Partner in the Partnership as at the Effective
Date shall be maintained at all times unless unanimously agreed to in writing or otherwise
required by the operation of a specific provision of this Agreement.

Where the Partnership is in need of additional capital from time to time for its operations
and/or to meet its liabilities,the Partners shall make such contributions to the Partnership in
proportion to their initial Capital Contributions as set out in this Clause [3.1] hereof and such
additional Capital Contribution shall be made within thirty (30) calendar days from the date on
which the Partners agree unanimously in writing to call for such additional capital and their
respective Capital Accounts shall be credited accordingly. In the event that a Partner shall fail to
make their additional Capital Contribution in a timely manner for whatever reason, such Partner
may at the absolute discretion of the other Partner be given an extension of time to rectify the
failure. If the other Partner elects not to give any extension of time, that other Partner shall be
entitled to make the additional Capital Contribution on his/her own behalf and their Capital
Account shall be credited accordingly and the equity positions of the Partners in the Partnership
shall be adjusted accordingly and such adjustment shall be deemed to be effective from the
Effective Date.

Any changes in the equity positions of the Partners in the Partnership shall be equally
reflected in the equity position of the Partners in the Business

3.4 Accountants

The Partners have determined that the external independent Accountants of the
Business and the Partnership shall be [ ] of [ ] (hereinafter referred
to as the “Accountants”). [ ] have consented in writing to be appointed as the
Accountants of the Business and the Partnership.

3.5 Fiscal Year

The fiscal period of the Business and the Partnership shall run from [ ] to [
] (hereinafter referred to as the “Fiscal Year”).

3.6 Net Profits And Losses

5
 The net profits of the Partnership as determined by the Accountants at the end of each
fiscal year shall be distributed amongst the Partners in proportion to their equity position in the
Partnership as reflected in the Capital Account balances of the respective Partners at the end of
each fiscal year less one per cent (1%) which portion shall be distributed to a charity or charities
nominated by the Partners. Any losses incurred by the Partnership shall be borne by the
Business insofar as possible and any deficiency arising from such losses shall be borne by the
Partners in proportion to their respective equity positions in the Partnership as reflected in the
Capital Account balances of the respective Partners at the end of each Fscal Year.

3.7 Drawings And Salary

The Partners may draw monies out of the Partnership from the net profits of the current
fiscal year provided always that the amount of such drawings shall not exceed the balance of
their respective Capital Accounts. Unless otherwise unanimously agreed to in writing by the
Partner, any amount drawn out by a Partner in excess of their share of net profits for any given
fiscal year shall be repaid to the Partnership in full.

Unless the Partners unanimously agree to the contrary by way of a resolution, the
Partners shall not be entitled to receive any salary of whatever nature from the Business or the
Partnership.

3.8 Financial Statements

The Business shall maintain proper accounting records in accordance with prudent
financial practices and as recommended by the Accountants. A statement shall be prepared at
the end of each fiscal year setting out the income and expenses of the Business for the last
fiscal year and the share of the profits of each Partner.

3.9 Partnership Taxation

At the conclusion of each Fiscal Year the Partnership shall set aside as a reserve such
amounts as the Accountants may recommend for the settlement of any tax liability in respect of
the the Fiscal Year just concluded. The reserves so set aside shall not be available for
distribution to the Partners until such time as the tax liability has been settled in full.

3.10 Borrowings And Encumbrances

A Partner shall not without the prior written consent of the other Partner execute any
encumbrance on his/her share or interest in the Partnership, borrow monies on behalf of the
Business and/or the Partnership.

3.11 Payment Of Obligations.

Each Partner shall pay and discharge his/her respective debts, liabilities, duties and
agreements whether present or future and each Partner shall keep the Partnership and the
other Partner indemnified against all actions, proceedings, costs, claims and demands of any
nature whatsoever.

6
3.12 Indemnification, Lien Or Charge

In the event that a Partner is required to pay or becomes liable to pay more than his/her
proportion of the debts of the Partnership such Partner shall have a right of recovery of such
excess payment or an indemnification against such liability arising and such Partner shall have
on such liability crystallizing a right of first lien or charge on the capital and all other interest or
interests of the offending Partner.

3.13 Insurance

An insurance policy on all the assets of the Business and the Partnership shall be
maintained at all times.

3.14 Guarantees

Unless expressly unanimously authorized by the Partners in writing, the Partnership

shall not issue a guarantee or other arrangement that would give rise to a contingent
liability which could crystallize into an actual liability to any third party for whatever reason.

4. MANAGEMENT OF THE BUSINESS

4.1 Management and Powers of the Partners

The management of the Business and the Partner ship shall vest in the Partners. The
Partners may exercise their powers by way of a resolution passed at a meeting of the Partners
or by way of a resolution in writing signed by all of the Partners. The Partners may in their
absolute discretion by way an unanimous resolution delegate any power or authority to a
designated manager of the Business and the exercise of such power or authority shall be valid
and binding upon all the Partners until such power is rescinded by way of unanimous resolution.

4.2 Place of Meetings

All meeting of the Partners shall be convened at the primary offices of the Business or
such other place as the Partners may determine by unanimous resolution.

4.3 Calling of Meetings

Meetings of the Partners may be convened at any time by any Partner giving the other
Partner notice in writing of such meeting provided that such written notice shall be received by
the other Partner not less than forty eight (48) hours prior to the scheduled time of the
meeting.The other Partner shall at all times be at liberty to waive the requirement of a written
notice or waive the minimum notice period.

4.4 Banking

7
 The Partners have reached an agreement that the Business and the Partnership shall
open and maintain bank accounts at [ ]. All cheques and other instruments and all
instructions to the banks must be signed by both Partner A and Partner B. All monies received
from day to day business operations shall be deposited into the operations bank account of the
Business and all other monies received shall be deposited into the bank account of the
Partnership. The Banking arrangements may be varied from time to time by unanimous
resolution of the Partners.

4.5 Books And Records

Complete records and books of accounts as recommended by the Accountants shall be

maintained and kept at the primary business premises of the Partnership and such records
shall show an accurate position of the operations and finances of the Business and the
Partnership on an ongoing basis and each Partner shall have full and unfettered access to such
records or any part thereof provided always that such records may not be removed from the
premises for any reason whatsoever.

4.6 Property Of The Partnership

All property of the Partnership shall be recorded in the register of assets in the name of
the Partnership and in proportion to the Capital Account of each Partner.

5. OBLIGATIONS OF THE PARTNERS TO EACH OTHER AND THE PARTNERSHIP

The Partners have agreed to pursue the activities of the Business on a team effort basis for
their mutual benefit and each Partner shall at all times:

a) display utmost good faith and full transparency in each and every dealing or activity of the
Partnership, the Business and each other.
b) undertake the management and work of the Partnership and the Business on a shared
basis.
c) devote and direct his/her time and efforts to the Partnership and the Business on a best
efforts basis.
d) promote and market the Partnership and the Business in every means possible.
e) act in a reasonable and proper manner bearing in mind that he/she is participating in a
partnership and there are multiple opinions and view points in play.
f) comply with all the rules of the Partnership.
g) comply with all the laws and regulations applicable to the Partnership and each other.
h) conduct his/her respective private lives in such manner that the reputation and status of the
Partnership and the Business is not in any way brought into disrepute or in any way
harmed or tarnished.In particular, but limited to, each Partner shall pay and fully discharge
all private debts and liabilities in a timely manner.
i) refrain from undertaking any and all activities which could or could be construed as acting
in competition with the activities of the Partnership or the Business.
j) refrain from disclosing any confidential information, trade secret, special knowledge,
financial ,intellectual or otherwise, to any third party and shall only disclose such
information to employees and/or contractors of the Partnership or the Business on a need
to know basis.
k) refrain from incurring any unreasonable or excessive expense on behalf of the Partnership
or the Business.

8
5. TERMINATION AND DISSOLUTION OF THE PARTNERSHIP

The Partners may at any time unanimously in writing dissolve and terminate the
Partnership. In such an event, the Accountants of the Partnership for the time being shall make
an accounting of the assets, liabilities and income of the Partnership to the latest date
practicable and which date shall not precede the date of the written resolution to terminate and
dissolve the Partnership. The assets of the Partnership shall be liquidated and the proceeds of
such liquidation shall be used in the following manner unless otherwise agreed unanimously by
the Partners in writing:

a) To repay all outstanding liabilities of the Partnership;

b) Repay each Partner their respective capital contribution or a proportion thereof on
a pro-rata basis at the date of the resolution terminating the Partnership;
c) Any balance from amount from the liquidation funds shall be divided between the
Partners in proportion to their respective equity position in the Partnership at the
date of the resolution terminating the Partnership.

Where the liquidation funds are insufficient to pay the entire liabilities of the Partnership,
each Partner shall make a pro rata contribution as determined by the equity of each Partner in
the Partnership at the date of the resolution terminating the Partnership. Such obligation to
make contributions to settle the outstanding liabilities of the Partnership shall only be released
on such liabilities being settled in full as certified by the Accountants in writing.

In the event of the death of one of the Partners, the Partnership will be deemed to be
dissolved and the affairs of the Business and the Partnership shall be concluded and
wound up in the manner set out in this Clause.

6. TRANSFER OF PARTNERSHIP

Unless unanimously agreed by the Partners in writing a Partner shall not be entitled to sell,
assign, transfer, mortgage or otherwise deal in his/her equity share in the Partnership or any
part thereof.

Where the Partners agree unanimously in writing that a Partner may transfer his/her equity
share in the Partnership or part thereof, such transfer shall only come into effect at such time
that the new Partner shall execute an agreement with all the Partners that they shall be bound
by all the obligations of the transferring Partner and to be subject to the terms and conditions of
this Agreement without any variance whatsoever.

7. SET OFF

The Continuing Partner shall be entitled to deduct from any of the sums payable to the
Outgoing Partner under this Agreement any sums due by the Outgoing Partner to the
Partnership at the Outgoing Date or any sum which became owing by the Outgoing Partner to
the Partnership subsequent to the Outgoing Date but arising from some act omission or other
occurrence prior to the Outgoing Date.

8. NOTICES

9
 A notice, demand, request, consent, agreement or approval which may or is required to be
given pursuant to this Agreement shall be in writing. Such shall be deemed to have been given
if personally delivered to the other Partner(s) or delivered to the address of the other Partner(s)
as specified in this Agreement by generally accepted means of business delivery

The date of receipt of any such notice, demand, request, consent, agreement or approval if
served personally shall be deemed to be the date of the physical or if by other means as
aforesaid, the second business day following the date of such dispatch.

9. SEVERABILITY

Should any provision of this Agreement become invalid or unenforceable for whatever
reason, the remaining provisions of this Agreement shall be enforced and construed in such
manner as if the offending provision had been omitted from this Agreement at the execution
hereof. Provided always that such enforcement and/or constructions shall not in any way
undermine the intent and purpose of the Partnership.

10. ENTIRE AGREEMENT

This Agreement sets out the entire agreement between the Partners in respect of the
Partnership and there exist, whether express or implied, no other terms or conditions,
warranties, representations,understandings or other arrangements whatsoever between the
Partners whether in writing, verbal or otherwise expressed.

11. AMENDMENTS

No amendment, alteration, change, qualification or modification of this Agreement shall be

valid unless it is in writing and signed by each Partner and any such amendment, alteration,
change, qualification or modification shall be adhered to and have the same force and effect as
if they had been originally embodied in and formed a part of this Agreement.

12. SUCCESSORS AND ASSIGNS

This Agreement and the provisions hereof shall enure to the benefit of and shall be binding
upon the parties hereto and their respective successors and permitted assigns.

13. FURTHER ASSURANCES

The Partners hereby covenant and agree with each other that each of them shall upon
reasonable request of the other Partner in writing execute or cause to be executed all further
lawful acts, documents and assurances for the better performance of the terms and conditions
of this Agreement.

14 MEDIATION AND ARBITRATION

Any disputes arising between the Partners in relation to the Business and the Partnership
shall be referred to a single mediator appointed by [ ]. In the event that the dispute

10
is not resolved with three (3) months of the mediator being appointed, the matters in dispute
shall be referred to [ ] for arbitration. The Partners have agreed that the decision of the
arbitrator shall be final and binding on the Partners.

15. COUNTERPARTS

This Agreement may be executed in counterparts and each of such counterparts shall be
deemed to be an original part of this Agreement as if the entire contents of such counterparts
had been set out in this Agreement at the execution hereof and, unless expressly specified
otherwise, shall be effective as from the Effective Date.

16. CONFIDENTIALITY

The Partners acknowledge that they have each provided confidential information and
documentation to the Partnership. The Partners hereby expressly agree that all information
provided by each of them to the Partnership shall be kept strictly private and confidential
without exception. The Partners further agree that such obligations to keep all information
private and confidential shall survive beyond the termination and dissolution of the Partnership.

17. WAIVERS AND INDULGENCES

Any waivers and/or indulgences extended by one partner to another partner shall not
prejudice and/or restrict the rights and remedies of the partner extending such waivers
and/or indulgences. Furthermore, no waiver by a Partner in respect of any breach shall
operate as a waiver in respect of any subsequent breach. Any failure or delay by a
Partner in exercising any accrued right and/or remedy will operate as a waiver, implied ot
otherwise, of such right or remedy, nor shall any singular or partial exercise or waiver of
any right and/or remedy shall prejudice its further exercise or the exercise of any other
right and/or remedy.

18. COSTS

Each Partner shall bear all their respective costs in relation to the preparation and
execution of this agreement

19. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State
of California, United States of America.

20. TIME

Time shall be the essence of this Agreement.

21. FORCE MAJEURE

11
 The Partners shall not be responsible for unforeseeable events such as an act of God,
extreme weather events and the like.

IN WITNESS WHEREOF the Parties hereto have hereunder set their hands and affixed their
seals (if appropriate) the day and year first herein written.

SIGNED by (or on behalf of) Partner A 


Name 


Title:


Date:

WITNESSED by 

Name 


Title:


Date:

SIGNED by (or on behalf of) Partner B 


Name 


Title:


Date:

WITNESSED by 

Name 


Title:


Date:

SIGNED by (or on behalf of) Partner C 



12
Name 

Title: 


Date:

WITNESSED by 

Name 


Title:


Date:

Where this Agreement is signed by a representative of a Partner for and on their behalf, such
representative shall attach hereto a copy of their authority in the form of a Power of Attorney or
such other form acceptable to the other party or parties to this Agreement in their absolute
discretion.

13