THE AAGWATT GENERAL PARTNERSHIP AGREEMENT (AS AMENDED)

Profit with a Purpose

AAGWATT™  on 09/26/2010 has signed its first partnership agreement as follows:

AAGWATT™ GENERAL PARTNERSHIP AGREEMENT

 

Section 1 –   The General Partners of the AAGWATT™ General Partnership Agreement:

 

There are two general partners of the AAGWATT™ General Partnership.  The first general partner is HÔMESCAPE™ LLC, a Connecticut based Limited Liability Company.   The second general partner is Jarrett Kendl Rumoro.   HÔMESCAPE™ LLC and Jarrett Kendl Rumoro have collectively created three (3) internet web domains to serve as a platform to inform the world of the AAGWATT™ General Partnership intentions and purposes.  HÔMESCAPE™ LLC and Jarrett Kendl Rumoro each individually own an equal interest in the three (3) above mentioned internet web domains, and such internet web domains are listed below:

(1)    http://www.aagwatt.info

(2)     www.aagwatt.com

(3)     www.hydrocation.com

Section 2 –   Business Intentions:

 

The AAGWATT™ General Partnership is organized under the laws of the State of Illinois as of September 26, 2010.  The intention of the AAGWATT™ General Partnership is to profit with a purpose by conducting any internationally legal business.  To be specific, the AAGWATT™ General Partnership has been created to do any legal business worldwide with a focus on forwarding three (3) main agendas: (1) Education, (2) Satiation, and (3) Innovation.  Moreover, the business motto of the AAGWATT™ General Partnership is “Educare, Satiatus, Innovatio™,” which is a rough Latin translation of the three above mentioned agendas.   The general partners of the AAGWATT™ General Partnership wholeheartedly believe that humankind needs the three (3) above mentioned initiatives.

(a)    “Education” – The AAGWATT™ general partners agree that Education is at the core of the pursuit of human happiness and international peace.  The AAGWATT™ general partners agree that Education is one of the Constitutional and God given rights that every person in the world innately is born with.  The AAGWATT™ General Partnership was formed with the intention of making education more available to people all over the globe.  The AAGWATT™ General Partnership intends to sell eco-friendly water bottles globally.  Moreover, the AAGWATT™ General Partnership intends to place educational content on water bottle labels and sell under the brand names of “HYDROCATION™” in English and “AGUACACIÓN™” in Spanish.   The AAGWATT™ general partners agreeably have intentions of eventually building the world’s largest international University that will be a beacon of intellectual curiosity and innovative thought.  The AAGWATT™ general partners also intend on helping break down communication barriers by placing language translations on eco-friendly water bottles and selling them to people worldwide.

(b)   “Satiation” – The AAGWATT™ general partners agree that in order for humans to live happily, and in perpetual sustainability, humans need hydration and nutrition.  The AAGWATT™ General Partnership was formed, in part, to make sure that every person in the world goes to sleep at night with access to the human necessities of hydration (access to fresh drinking water) and nutrition (food).  To meet these goals, the AAGWATT™ general partners agree to make available affordable fresh bottled water to persons around the world.

(c)    “Innovation” – The AAGWATT™ general partners agree that in order for humanity to continually achieve positive societal evolution  humans must constantly strive for creative innovations that make life on Earth more eco-friendly and sustainable, as well as safe, and enjoyable.   The AAGWATT™ general partners agree that in order to help this above mentioned cause, one eventual goal is to build one (1) AAGWATT™ building on each of the seven  (7) continents which will be completely self-sufficient in terms of energy production.  Each building will be representative of one of the seven (7) letters of the AAGWATT™ trademark.  The AAGWATT™ general partners agree that to achieve this self-sufficient energy production the AAGWATT™ General Partnership buildings shall use solar power, wind power, and hydro-powered innovative equipment.

 

Section 3 –   Liabilities:

 

Any cause of action to, from, by, or directed toward the AAGWATT™ General Partnership, or directed at or about any conduct of its executives, partners, employees, or affiliates which may lead to liability are to be assumed by the above mentioned general partners (HÔMESCAPE™ LLC and Jarrett Kendl Rumoro) in a fifty percent (50%) split of the total cost of such liabilities.   To be specific, fifty percent (50%) of the liabilities of the AAGWATT™ General Partnership are to be incurred at the expense of HÔMESCAPE™ LLC, and fifty percent (50%) of the liabilities of the AAGWATT™ General Partnership are to be incurred at the expense of Jarrett Kendl Rumoro.  To be even more specific, if the AAGWATT™ General Partnership becomes liable for ten dollars USD ($10 USD) then HÔMESCAPE™ LLC owes five dollars USD ($5 USD) and Jarrett Kendl Rumoro owes five dollars USD ($5 USD).

 

Section 4 –   Control & Executive Power:

 

Under the laws of the AAGWATT™ General Partnership Agreement, Nicholas Gabriel Coriano and Jarrett Kendl Rumoro have equal and undivestable executive power and control as to the operations, spending, and all other decision-making powers inherent in the AAGWATT™ General Partnership.   That is to say, the general partners (HÔMESCAPE™ LLC and Jarrett Kendl Rumoro) agree that any decision to be made on behalf of the AAGWATT™ General Partnership is ONLY to be made with affirmative consent from BOTH Nicholas Gabriel Coriano and Jarrett Kendl Rumoro.  The general partners agree that no decision can be made on behalf of the AAGWATT™ General Partnership without the consent of BOTH Nicholas Gabriel Coriano and Jarrett Kendl Rumoro, and no decision is authorized, agreed to, or consented to without the express collective affirmation by both of the previously mentioned individuals (Nicholas Gabriel Coriano and Jarrett Kendl Rumoro).  The general partners of the AAGWATT™ General Partnership agree that Jarrett Kendl Rumoro shall be designated with the title of Chief Executive Officer (CEO) and Nicholas Gabriel Coriano shall be designated with the title of Managing Director.  Such aforementioned titles are merely self-descriptive, and do NOT refer to the actual responsibilities or controls allotted to each individual.

 

Section 5 –   Sharing Revenues and Profits:

 

All revenues and profits shall be wholly shared equally by the general partners .  To be specific, HÔMESCAPE™ LLC has a fifty percent (50%) interest in all profits and revenues of the AAGWATT™ General Parnership, and Jarrett Kendl Rumoro has a fifty percent (50%) interest in all profits and revenues of the AAGWATT™ General Partnership.   The allocation and spending of any such profits or revenue is subject to the “Control & Executive Power” granted in Section 4 of this agreement.  To be specific, allocation of any funds acquired by or through the AAGWATT™ General Partnership cannot occur without authorization of BOTH Nicholas Gabriel Coriano and Jarrett Kendl Rumoro deciding unanimously.

 

Section 6 –   Continuation Clause:

 

In the event any partner elects to seize his partnership interest, dies, is voted out, or incapable of performing general duties of a partner, said agreement will continue with remaining partner(s) and will NOT dissolve.

 

Section 7 – Buyout Agreements:

 

The AAGWATT™ general partners agree that a buy-out, or buy-sell, agreement is an agreement that allows a general partner to end his or her relationship with the other partners and receive a cash payment, or series of payments, or some assets of the firm, in return for his or her interest in the firm.  The AAGWATT™ General Partnership has the following rules regarding the buy-out agreement:

(a)    “Trigger” Events:  Any of the following reasons would be a trigger which, in the event they become a reality, cause a buy-out option to arise:

(i)                  Death of any General Partner

(ii)                Disability (or incompetency) of any General Partner

(iii)               At the volitional will of any General Partner

(b)   Option to Buy: If any of the above mentioned trigger events occur, then the affected General Partner, or Partners, have an option to buy out the interests of the other General Partners.  No one other than a General Partner has an option to buy-out another General Partner.  There are no consequences if a General Partner who is afforded a right to buy-out another General Partner determines in his or her own interests not to exercise the his or her right to buy-out.

(c)    Price: The general partners agree to value all general partners at the book value of such general partner’s ownership interest of profits and revenues once the balances are determined by a reasonably competent third party evaluator who has access to the necessary information.

(d)   Method of Payment:   The general partners agree that the method of payment in a buy-out scenario would be cash, or check, payable to the departing general partner.

(e)   Procedure for offering either to buy or sell:  The general partners agree that the first mover (offeror) sets the price to buy or sell.  To be more specific, if a general partner (offeror) offers to buy-out another general partner (offeree), the offeror has set the price at which the offeree can either accept the price, or allows the offeree to buy-out the offeror at the same price initially offered by the offeror.  The general partners agree that this method is the best way to avoid one general partner from trying to “lowball” or undervalue another general partner’s lawfully protectable interest in the AAGWATT™ General Partnership, and facilitates an equitable, fair, and just result of an offer to either buy or sell.

SECTION 8:   Adding Partners

The general partners agree that any amount of general partners may be added to the AAGWATT™ General Partnership Agreement, but never without the explicit written and signed consent of all then existing general partners which upon such execution shall then be included as an addendum to the AAGWATT™ General Partnership Agreement.

SECTION 9:  Entire Agreement and Signatures

This AAGWATT™ General Partnership Agreement represents the entire agreement developed between the general partners of the AAGWATT™ General Partnership, and any additions to, variations of, or alterations need to be signed in writing by ALL of the general partners.  This agreement is valid as of September 26, 2010:

(1)    General Partner:  HÔMESCAPE™ LLC ______________________________________________

 

 

(2)    General Partner:  Jarrett Kendl Rumoro______________________________________________

 

 

THE END (NINE SECTIONS)

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