PARTNERSHIP AGREEMENT THIS PARTNERSHIP AGREEMENT (the "Agreement") made and entered into this (the "Execution Date" ) DELT Coin Ventures, and The Individual Investing Partner of this Venture listed at the signing of this agreement below. (individually the "Partner" and collectively the "Partners"). BACKGROUND: A. The Partners wish to associate themselves as partners in business. B. This Agreement sets out the terms and conditions that govern the Partners within the Partnership. IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows: Formation 1. By this Agreement the Partners enter into a general partnership (the "Partnership") in accordance with the laws of the State of New South Wales. The rights and obligations of the Partners will be as stated in the applicable legislation of the State of New South Wales (the 'Act') except as otherwise provided in this Agreement. Name 2. The firm name of the Partnership will be: __DELT COIN VENTURES__ Purpose 3. The purpose of the Partnership will be: Land Acquisition and Development. Term 4. The Partnership will begin on 1 August 2024 and will continue until terminated as provided in this Agreement. Place of Business 5. The principal office of the business of the Partnership will be located at, 51 Vulcan Street, Moruya NSW 2537 Australia. or such other place as the Partners may from time to time designate. Initial Capital Contributions Each of the Partners has contributed or will contribute to the capital of the Partnership, in cash or property or in non-monetary contributions in agreed upon value, as follows (the “Initial Capital Contribution"): Partner #1 Contribution Description: DELT Coin Ventures Time and effort: Website Platform Maintenance, Tokenized Assets, Blockchain Management, Project Management, Lan Acquisition and Real Estate Investments, Engineering/Design Management and Consulting., with an approximate value of $380,000.00 Agreed Value $380,000.00 ____________________________ Investing Partner Contribution Description: Monthly Subscription Rates, with an approximate amount of $100.00 Agreed Value $100.00 Per Month $1,200 Annually 9. All Partners must contribute their respective Initial Capital Contributions fully by 1 August 2024. Additional Capital 10. The capital contribution of a Partner comprises that Partner’s Initial Capital Contribution and any additional capital contribution (the “Additional Capital Contribution”) made by that Partner to the Partnership at a later date (together the “Capital Contribution”). No Partner will be required to make an Additional Capital Contribution. When the Partnership requires additional capital, each Partner will have the opportunity to make an Additional Capital Contribution in proportion to that Partner’s share of the total Capital Contributions to the Partnership. If an individual Partner is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by Partnership business obligations, then by a unanimous vote of the Partners the remaining Partners may contribute in proportion to their existing Capital Contributions to resolve the amount in default. 11. Any advance of money to the Partnership by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as Additional Capital Contribution will be deemed a debt owed by the Partnership and not an increase in Capital Contribution of the Partner. This liability will be repaid with interest at rates and times to be determined by a majority of the Partners within the limits of what is required or permitted in the Act. This liability will not entitle the lending Partner to any increased share of the Partnership's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority of the Partners. Withdrawal of Capital 12. No Partner will withdraw any portion of their Capital Contribution without the express written consent of the remaining Partners. Capital Accounts 13. An individual capital account (the "Capital Accounts") will be maintained for each Partner and their Initial Capital Contribution will be credited to this account. Any Additional Capital Contributions made by any Partner will be credited to that Partner's individual Capital Account. Interest on Capital 14. No borrowing charge or loan interest will be due or payable to any Partner on their agreed Capital Contribution inclusive of any agreed Additional Capital Contributions. Financial Decisions 15. Decisions regarding the distribution of profits, allocation of losses, and the requirement for Additional Capital Contributions as well as all other financial matters will be decided by a majority vote of the Partners. Profit and Loss 16. Subject to the other provisions of this Agreement, the net profits and losses of the Partnership, for both accounting and tax purposes, will accrue to and be borne by the Partners according to the following schedule, unless an Additional Capital Contribution has been made which changed the Initial Capital Contribution proportions of the Partners in which case each Partner will share in the net profit and losses of the Partnership in proportion to the new Capital Contributions (the "Profit and Loss Distribution"). PARTNER 1# PROFIT/LOSS PERCENT DELT Coin Ventures 50% Individual Investment Partner PROFIT/LOSS PRECENT 0.5% Compensation for Services Rendered 17. No Partner will be compensated for services rendered to the Partnership, except reimbursement for expenses directly related to the operation of the Partnership. Books of Account 18. Accurate and complete books of account of the transactions of the Partnership will be kept in accordance with generally accepted accounting principles and at all reasonable times will be available and open to inspection and examination by any Partner. The books and records of the Partnership will reflect all the Partnership’s transactions and will be appropriate and adequate for the business conducted by the Partnership. Annual Report 19. As soon as practicable after the close of each fiscal year, the Partnership will furnish to each Partner an annual report showing a full and complete account of the condition of the Partnership. This report will consist of at least the following documents: a. a statement of all information as will be necessary for the preparation of each Partner's income or other tax returns; b. a copy of the Partnership's federal income tax returns for that fiscal year; c. supporting income statement; d. a balance sheet; e. a cash flow statement; f. a breakdown of the profit and loss attributable to each Partner; and g. any additional information that the Partners may require. Banking and Partnership Funds 20. The funds of the Partnership will be placed in such investments and banking accounts as will be designated by the Partners. Partnership funds will be held in the name of the Partnership and will not be commingled with those of any other person or entity. Fiscal Year 21. The fiscal year will end on November 30 of each year. Audit 22. Any of the Partners will have the right to request an audit of the Partnership books. The cost of the audit will be borne by the Partnership. The audit will be performed by an accounting firm acceptable to all the Partners. Not more than one (1) audit will be required by any or all of the Partners for any fiscal year. Management 23. All the Partners will be consulted and the advice and opinions of the Partners will be obtained as much as is practicable. However, the Managing Partner will have management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside the day-to-day business of the Partnership will be decided by a majority vote of the Partners. 24. DELT Coin Ventures will be the Managing Partner. The term "Managing Partner" will also include any party subsequently appointed to that role. 25. In addition to day-to-day management tasks, the Managing Partner's duties will include keeping, or causing to be kept, full and accurate business records for the Partnership according to generally accepted accounting principles and overseeing the preparation of any reports considered reasonably necessary to keep the Partners informed of the business performance of the Partnership. 26. A Managing Partner can voluntarily withdraw from the position of Managing Partner or can be replaced by a majority vote of the remaining Partners. In the event of a withdrawal or removal of the Managing Partner from the position of Managing Partner or from the Partnership, the remaining Partners will have equal rights in the management of the Partnership until they appoint a successor Managing Partner. 27. The Managing Partner will not be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the case of gross negligence or wilful misconduct. Contract Binding Authority 28. Each Partner will have authority to bind the Partnership in contract. Meetings 29. Regular meetings of the Partners will be held weekly. 30. Any Partner can call a special meeting to resolve issues that require a vote, as indicated by this Agreement, by providing all Partners with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held. 31. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Partners. Admitting a New Partner 32. A new Partner may only be admitted to the Partnership with a majority vote of the existing Partners. 33. Any new Partner agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Partner will execute such documents as are needed to effect the admission of the new Partner. Any new Partner will receive such business interest in the Partnership as determined by a unanimous decision of the other Partners. Transfer of Partnership Interest 34. A Partner may assign their distribution interest in the Partnership and its assets. This transfer will only include that Partner's economic rights and interests and will not include any other rights of that Partner nor will it include an automatic admission as a Partner of the Partnership or the right to exercise any management or voting interests. A Partner who assigns any or all of their partnership interest to any third party will relinquish their status as Partner including all management and voting rights. Assignment of Partner status, under this clause, including any management and voting interests, will require the consent of all the remaining Partners. Voluntary Withdrawal of a Partner 35. Any Partner will have the right to voluntarily withdraw from the Partnership at any time. Written notice of intention to withdraw must be served upon the remaining Partners at least three (3) months prior to the withdrawal date. 36. Except as otherwise provided elsewhere in this Agreement, the voluntary withdrawal of a Partner will have no effect upon the continuance of the Partnership business. 37. In the event that a Partner's interest in the Partnership is to be sold, the remaining Partners have a right of first purchase on that interest. If any of the remaining Partners elect to purchase the interest of the Dissociated Partner, those Partners will serve written notice of such election upon the Dissociated Partner within thirty (30) days after receipt of the Dissociated Partner's notice of intention to withdraw, including the purchase price and method and schedule of payment for the Dissociated Partner's interest. The purchase amount of any buyout of the Dissociated Partner's interest will be determined as outlined in the Valuation of Interest section of this Agreement. 38. A Dissociated Partner will only exercise the right to withdraw in good faith and will act to minimise any present or future harm done to the remaining Partners as a result of the withdrawal. Involuntary Withdrawal of a Partner 39. Events resulting in the involuntary withdrawal of a Partner from the Partnership will include but not be limited to: death of a Partner; Partner mental incapacity; Partner disability preventing reasonable participation in the Partnership; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; Expulsion of a Partner; Operation of Law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the Partnership into disrepute. 40. Except as otherwise provided elsewhere in this Agreement, the involuntary withdrawal of a Partner will have no effect upon the continuance of the Partnership business. 41. In the event that a Partner's interest in the Partnership is to be sold, the remaining Partners have a right of first purchase on that interest. If any of the remaining Partners elect to purchase the interest of the Dissociated Partner, those Partners will serve written notice of such election, including the purchase price and method and schedule of payment upon the Dissociated Partner, their executor, administrator, trustee, committee or analogous fiduciary within a reasonable period after acquiring knowledge of the change in circumstance to the Dissociated Partner. The purchase amount of any buyout of a Partner's interest will be determined as outlined in the Valuation of Interest section of this Agreement. 42. A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest in the Partnership will only acquire that Partner's economic rights and interests and will not acquire any other rights of that Partner or be admitted as a Partner of the Partnership or have the right to exercise any management or voting interests. Dissociation of a Partner 43. Where the remaining Partners have purchased the interest of a Dissociated Partner, the purchase amount will be paid in full, but without interest, within 90 days of the date of withdrawal. 44. The Partnership will retain exclusive rights to use of the trade name and firm name and all related brand and model names of the Partnership. 45. Where the voluntary or involuntary withdrawal of a Partner results in only one Partner remaining or where no buyer is found to purchase the interest of the Dissociated Partner then the Partnership will proceed in a reasonable and timely manner to dissolve the Partnership, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement. 46. The remaining Partners retain the right to seek damages from a Dissociated Partner where the dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the Dissociated Partner had breached their fiduciary duty to the Partnership or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to the Partnership or to the reputation of the Partnership. 47. On any purchase and sale of a Partnership interest, a Dissociated Partner will only have liability for Partnership obligations that were incurred during their time as a Partner. Immediately upon the sale of a withdrawing Partner's interest, the Partnership will prepare, file, serve, and publish all notices required by law to protect the withdrawing Partner from liability for future Partnership obligations. Dissolution 48. Except as otherwise provided in this Agreement, the Partnership may be dissolved only with the unanimous consent of all Partners. Distribution of Property on Dissolution of Partnership 49. In the event of the dissolution of the Partnership, Partnership assets or liabilities will be shared according to the following dissolution distribution schedule, unless an Additional Capital Contribution has been made which changed the Initial Capital Contribution proportions of the Partners in which case the Partners will share the assets or liabilities in proportion to their respective Capital Contributions (the “Dissolution Distribution”). PARTNER DISSOLUTION DISTRIBUTION PERCENT DELT Coin Ventures 0.5% of all Assets obtained by Individual Investing Partner with DELT Coin Ventures, including 80% of the Monthly Subscription Rate. 50. Upon Dissolution of the Partnership and liquidation of Partnership Property, and after payment of all selling costs and expenses, the liquidator will distribute the Partnership assets to the following groups according to the following order of priority: a. in satisfaction of liabilities to creditors except Partnership obligations to current Partners; b. in satisfaction of Partnership debt obligations to current Partners; and then c. to the Partners according to the Dissolution Distribution described above. 51. The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Partnership assets after liabilities or any insufficiency in Partnership assets in resolving liabilities under this section will be shared by the Partners according to the Dissolution Distribution described above. Valuation of Interest 52. In the absence of a written agreement setting a value, the value of the Partnership will be based on the fair market value appraisal of all Partnership assets (less liabilities) determined in accordance with generally accepted accounting principles. This appraisal will be conducted by an independent accounting firm agreed to by all Partners. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing Partner's interest will be based on that Partner's proportion of the Dissolution Distribution described above, less any outstanding liabilities the withdrawing Partner may have to the Partnership. The intent of this section is to ensure the survival of the Partnership despite the withdrawal of any individual Partner. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Partnership books immediately prior to valuation. Goodwill 54. The goodwill of the Partnership business will be assessed at an amount to be determined by appraisal using generally accepted accounting principles. Title to Partnership Property 55. Title to all Partnership Property will remain in the name of the Partnership. No Partner or group of Partners will have any ownership interest in such Partnership Property in whole or in part. Voting 56. Any vote required by the Partnership will be assessed where each Partner receives one vote carrying equal weight, unless an Additional Capital Contribution has been made which changed the Initial Capital Contribution proportions of the Partners in which case each Partner will have voting strength in proportion to Capital Contributions. Force Majeure 57. A Partner will be free of liability to the Partnership where the Partner is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event. Duty of Loyalty 58. No Partner will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Partnership or that would be in direct conflict of interest to the Partnership without the unanimous written consent of the remaining Partners. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Partners. Failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners. 59. A withdrawing Partner will not carry on a similar business to the business of the Partnership within any established or contemplated market regions of the Partnership for a period of at least two (2) years after the date of withdrawal. Duty of Accountability for Private Profits 60. Each Partner must account to the Partnership for any benefit derived by that Partner without the consent of the other Partners from any transaction concerning the Partnership or any use by that Partner of the Partnership property, name or business connection. This duty continues to apply to any transactions undertaken after the Partnership has been dissolved but before the affairs of the Partnership have been completely wound up by the surviving Partner or Partners or their agent or agents. Duty to Devote Time 61. Each Partner will devote such time and attention to the business of the Partnership as the majority of the Partners will from time to time reasonably determine for the conduct of the Partnership business. Actions Requiring Unanimous Consent of the Partners 62. The following list of actions will require the unanimous consent of all Partners: a. committing the Partnership to new liabilities or obligations totalling over $30,000.00 AUD; b. firing of any employee except in the case of gross misconduct that exposes the Partnership to possible liability; and c. waiving or releasing any Partnership claim except for full consideration. 63. Any losses incurred as a result of a violation of this section will be charged to and collected from the individual Partner that acted without unanimous consent and caused the loss. Forbidden Acts 64. No Partner may do any act in contravention of this Agreement. 65. No Partner may permit, intentionally or unintentionally, the assignment of express, implied or apparent authority to a third party that is not a Partner in the Partnership. 66. No Partner may do any act that would make it impossible to carry on the ordinary business of the Partnership. 67. No Partner may individually consent to a judgment against the Partnership. 68. No Partner will have the right or authority to bind or obligate the Partnership to any extent with regard to any matter outside the intended purpose of the Partnership. 69. Any violation of the above Forbidden Acts will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners. Indemnification 70. All Partners will be indemnified and held harmless by the Partnership from and against any and all claims of any nature, whatsoever, arising out of a Partner's participation in Partnership affairs. A Partner will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the Partner or the breach by the Partner of any provisions of this Agreement. Mediation 71. If any dispute relating to this Agreement between Partners, or between one or more Partners and the Partnership, is not resolved through formal discussion within 14 days from the date a dispute arises, the Partners agree to submit the issue first before a mediator. The decision of the mediator will be non-binding on the Partners. Any mediator must be a neutral party to all Partners. The cost of any mediation will be shared equally by the Partners. Liability 72. A Partner will not be liable to the Partnership, or to any other Partner, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Partnership. Liability Insurance 73. The Partnership may acquire insurance on behalf of any Partner, employee, agent or other person engaged in the business interest of the Partnership against any liability asserted against them or incurred by them while acting in good faith on behalf of the Partnership. Life Insurance 74. The Partnership will have the right to acquire life insurance on the lives of any or all of the Partners, whenever it is deemed necessary by the Partnership. Each Partner will cooperate fully with the Partnership in obtaining any such policies of life insurance. Amendments 75. This Agreement may not be amended in whole or in part without the unanimous written consent of all Partners. Governing Law and Jurisdiction 76. This Agreement will be construed in accordance with and exclusively governed by the laws of the State of New South Wales 77. The Partners submit to the jurisdiction of the courts of New South Wales for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. Definitions 78. For the purpose of this Agreement, the following terms are defined as follows: a. "Additional Capital Contributions" means Capital Contributions, other than Initial Capital Contributions, made by Partners to the Partnership. b. "Capital Contribution" means the total amount of cash or Property contributed to the Partnership by any one Partner. c. "Dissociated Partner" means any Partner who is removed from the Partnership through a voluntary or involuntary withdrawal as provided in this Agreement. d. "Expulsion of a Partner" can occur on application by the Partnership or another Partner, where it has been determined that the Partner: i. has engaged in wrongful conduct that adversely and materially affected the Partnership's business; ii. has willfully or persistently committed a material breach of this Agreement or of a duty owed to the Partnership or to the other Partners; or iii. has engaged in conduct relating to the Partnership's business that makes it not reasonably practicable to carry on the business with the Partner. e. "Initial Capital Contribution" means Capital Contributions made by any Partner to acquire an interest in the Partnership. f. "Operation of Law" means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy. Additional Clauses 79. In addition to the Capitol Contributions as a Partner, all partners must agree to verbal communication with management about any concerns within the Community during weekly business hours. 80. All Partners must establish a functional Digital Crypto Wallet in order to access Tokenized Assets, Transfers and Payments on the Blockchain. Miscellaneous 81. Time is of the essence in this Agreement. 82. This Agreement may be executed in counterpart. 83. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. 84. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. 85. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. 86. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and representatives. 87. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing. 88. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law. IN WITNESS WHEREOF the Partners have duly affixed their signatures under hand and seal on this digital document. In correspondence with this Digital Form, DELT Coin will provide a hard copy of this agreement mailed to all Partners after this agreement is signed and sealed. DELT Coin Ventures CEO. Per: _H.R Spadoni III_ (Seal) ©2020-2024 - DELT Coin Ventures