This Partnership Agreement (“Agreement”) is entered into by and between:
Commudash LLC, an online marketplace development company (hereinafter referred to as “Commudash”), and any individual or entity wishing to become a branch partner (hereinafter referred to as “Branch Partner”).
1. Purpose
The purpose of this Agreement is to establish a mutually beneficial partnership between Commudash and the Branch Partner. The Agreement aims to provide the Branch Partner with access to Commudash’s logo, website, brand name, terms and conditions, business insurance, and business model while protecting the interests of both parties.
2. Application Fee
A non-refundable fee of $2000 must be paid by the Branch Partner at the time of submitting the agreement application.
3. Term and Renewal
The initial term of this Agreement is one (1) year from the date of execution.
The Branch Partner may renew this Agreement at the end of the initial term or any subsequent term by submitting a renewal request to Commudash. No fee will be required for renewal.
4. Services Provided
Commudash agrees to provide the following for the duration of this Agreement:
Software, mobile application, and website support, Business insurance. Ongoing maintenance and updates.
5. Revenue Contribution
The Branch Partner agrees to contribute 25% of their monthly revenue to Commudash.
6. Termination
The Branch Partner may terminate this Agreement at any time. No refunds will be provided in such cases.
Commudash reserves the right to terminate this Agreement at any time and will refund the Branch Partner the full $2000 application fee upon termination.
7. Option to Purchase Branch
The Branch Partner may opt to purchase their branch outright. In such a case, the parties will enter into a separate Business Owner Agreement.
8. Branch Partner Rights
The Branch Partner has the right to:
Modify membership pricing. Adjust the duration of advertisements on the site.
Decide whether or not to advertise for customers.
9. Branch Partner Obligations
The Branch Partner must:
Follow the terms of this Agreement.
Adhere to Commudash’s policies and guidelines.
10. Restrictions
The Branch Partner may not:
Alter the Commudash logo. Modify the terms and conditions of the site. Change the color patterns or branding.
Rename the branch. Deviate from the Commudash business model.
11. Entire Agreement
This Agreement constitutes the entire understanding between Commudash and the Branch Partner and supersedes all prior agreements, understandings, or representations.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below:
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of 4/15/2025 (the “Effective Date”) is made by and between Evens Paul, (“Contributor”), and Marché 28, a limited liability company (the “Subsidiary LLC”) and Commudash Holding LLC, a limited liability company (the “Holding LLC”) (together, the “Parties”).
WHEREAS, Contributor is currently the sole member of Subsidiary LLC;
WHEREAS, Contributor desires to contribute all of Contributor’s right, title and interest as a member in Subsidiary LLC (the “Subsidiary LLC Interest”) to Holding LLC in exchange for 100% of the membership interests of Holding LLC (the “Holding LLC Interest”), so that Contributor will become the sole member of Holding LLC and Holding LLC will be the sole member of Subsidiary LLC, on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the recitals above and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
ARTICLE I
CONTRIBUTION AND ACCEPTANCE; NEXT STEPS
Section 1.1. Contributor’s Contribution of Subsidiary LLC Interest; Result. Contributor hereby assigns, transfers and delivers to Holding LLC the Subsidiary LLC Interest in exchange for the Holding LLC Interest, and the Holding LLC hereby accepts the contribution of the Subsidiary LLC Interest in exchange for the issuance to Contributor of the Holding LLC Interest. For the avoidance of doubt, as a result of this contribution and the other terms and conditions of this Agreement, as of the Effective Date Contributor will be the sole member of Holding LLC, and Holding LLC will be the sole member of Subsidiary LLC.
Section 1.2. Amendment of the Operating Agreement of Subsidiary LLC. The Parties hereby approve and adopt the following amendment to the operating agreement of Subsidiary LLC, and the Parties waive any waivable rights or procedures otherwise required in such operating agreement which might restrict the transactions contemplated by this Agreement, or the following amendment, which amendment shall be effective as of the Effective Date:
All references to Dieuseul Lorgeat (as used in this amendment, “Prior Member”) as the sole member of Evens Paul (as used in this amendment, “Company”) in Company’s operating agreement shall be replaced by Commudash (as used in this amendment, “New Member”), as New Member became the sole member of the Company pursuant to that certain Contribution Agreement entered into by Prior Member, the Company and New Member on 4/15/2025, which shall be the effective date of this amendment. New Member is admitted as the sole member of the Company with all rights, title, interests and obligations of a sole member of the Company.
Section 1.3. New Members Bound by Operating Agreements. As the new sole member of Holding LLC, Contributor agrees to be bound by the operating agreement of the Holding LLC and agrees to assume all of the obligations of membership with respect to the Holding LLC Interest arising after the Effective Date. As the new sole member of Subsidiary LLC, Holding LLC agrees to be bound by the operating agreement of the Subsidiary LLC and agrees to assume all of the obligations of membership with respect to the Subsidiary LLC Interest arising after the Effective Date.
Section 1.4. Next Steps of the Parties. Contributor shall make such changes to Holding LLC’s operating agreement that it deems necessary or appropriate as a result of this transaction, if any. Holding LLC shall make such changes to Subsidiary LLC’s operating agreement that it deems necessary or appropriate as a result of this transaction, if any. Each party shall make such changes to each LLC’s annual reports in each applicable state when due that it deems necessary or appropriate as a result of this transaction, if any, and shall consult with their own legal counsel and tax advisors as to further steps that may be required or desired.
Section 1.5. Characterization of Contribution. The Parties agree that it is their intent that the transactions contemplated by this Agreement shall be treated as a capital contribution by Contributor of the Subsidiary LLC Interest to the Holding LLC.
ARTICLE II
MISCELLANEOUS
Section 2.1. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 2.2. Interpretation. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, valid or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Section 2.3. Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements among the Parties, both written and oral, with respect to such subject matter.
Section 2.4. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other Parties.
Section 2.5. Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by the Parties.
Section 2.6. Professional Review. The Parties acknowledges that this Agreement will have or may have important legal and/or tax consequences on each party. Accordingly, the Parties acknowledge that they have considered retaining or have retained legal and tax counsel to review this Agreement before entering into this Agreement.
Section 2.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, Contributor, Holding LLC and Subsidiary LLC have executed and delivered this Agreement as of the Effective Date.