This SHAREHOLDER  

Agreement (this “Agreement”) is effective this ____

day of _____ 2022

 BETWEEN

 VARSHGREEN LLC (“Company”) with its registered office address at

B2BMarketplace, Brand, QuickcustomQ110, CimarandDr, Williamsville,

NY-14221

 And

__________________ (“Shareholder”) which is a limited liability with its

registered office address _____________

WHEREAS:

 The Company and Shareholder desire to enter into this Agreement for the

purpose of setting forth the general terms under which the Shareholder will

provide its services as an information technology expert and as an

independent contractor to the company.

Therefore, in consideration of the services to be provided to Company by

Shareholder, the consideration to be made to Shareholder by Company,

and the other promises set forth below, the parties agree as follows:
 

1.   RELATIONSHIP OF PARTIES

The shareholder shall perform under this Agreement as the Information

technology expert of the company.

2.   DESCRIPTION OF SERVICES

Shareholder agrees to provide consulting services to Company as

duly elected, Chief Information Technology Expert described in

SCHEDULE A. The shareholder represents to Company that it has

the knowledge and skills required to undertake all Services.

3. TERM

The term of this Agreement begins on the date hereof and shall continue

until such time as the Board of Directors dismisses the Shareholder or the

Shareholder resigns from such positions.

4. COMPENSATION

Compensation will be provided on the following basis:

10% of the total equity vested per the schedule detailed in the Form

Incentive Stock Option Agreement.

4.1 Recommended Vesting schedule

 The shares issued to each shareholder shall be on a [monthly]

vesting schedule.
 The founders would receive 25% of their total shares of their
total shares upfront. From then on, they would receive 2% of
the remaining shares, every month over three years.
  If there is an emergency or a company buy- out all the shares

will vest immediately.

  if any Cofounder’s relationship with the Start-Up Company

terminates for any reason] [terminates his or her relationship

with the Start-Up Company or is terminated for cause] during
the two-year period from the date of the issuance of the shares,
then:
Option 1: the Start-up Company may buy back the
portion of shares that have not vested or nominate any
other person to acquire and hold those shares in each
case for consideration of ……….. Per-share
Option 2:    each of the other Collaborators may buy back
a pro-rata portion of shares that have not vested for
consideration of …….. Per-share
 

5. TERMINATION.

Termination on breach of contract

If the shareholder contravenes any provision of this contract and or

other instructions issued by the company in relation to his services,

the company reserves the right to terminate his contract at will and

he will forfeit all compensations and or remuneration accrued to him

by virtue of his position in the company.

Termination by express will of either parties

Either party may terminate this Agreement at any time in its discretion

upon written notice to the other party.

 Upon notice of termination of this Agreement being given, Shareholder

shall inform Company of the extent to which performance has been

completed through the anticipated time for termination, and shall

immediately take steps to wind down work in progress in an orderly fashion

during the notice period. Any provision of this Agreement which by its

terms imposes continuing obligations on the parties shall survive the

expiration or termination of this Agreement.

6. WAIVER

 No waiver of any right or remedy concerning any occurrence or event

shall be deemed a waiver of such right or remedy to such occurrence or

event in the future.

No waiver of any of Shareholders or Company’s obligations under this

Agreement shall be effective unless in writing and signed by the parties.

7. REFORMATION/SEVERABILITY OF AGREEMENT.

If any provision of this Agreement shall for any reason be held to be invalid

or unenforceable, such decision shall not affect, impair or invalidate the

remainder of this Agreement but shall be confined in its operation to the

provision of this Agreement directly involved in the controversy in which

the decision was rendered. If the invalid or unenforceable provision cannot

be reformed, the other provisions or applications of this Agreement shall

be given full effect, and the invalid or unenforceable provision shall be

deemed omitted.

8. ASSIGNMENT

This Agreement shall inure to the benefit of and be binding upon Company,

its successors and assigns, including without limitation any entity which

may acquire all or substantially all of Company's assets and business or

into which Company may be consolidated or merged, and to shareholder,

shareholder’s heirs, executors, administrators and legal representatives

and its successors and assigns.

The shareholder may not assign or otherwise in any manner transfer any of

the shareholder’s obligations and privileges under this Agreement except to

his immediate family. Rephrase

The shareholder has no right whatsoever to sell his shares to an external

party for the first five years since the inception of this contract.

After the 5year period, the shareholder is only permitted to transfer his

interest in the shares to his immediate family and to on external party.

The shareholder is restricted wholly from selling the shares to a third or

external party.

9. DISPUTE RESOLUTION

The parties agree that this Agreement shall be governed and construed by

the laws of the state of New York (without giving effect to conflict of laws

principles).

Any dispute, controversy, or claim arising out of or concerning this

Contract, or the breach, termination, or invalidity thereof, shall be settled

amicably by negotiation between the Parties. If such negotiation is

unsuccessful, either Party may submit the dispute to arbitration

The parties agree that all claims or disputes arising between the parties

bound by this Agreement which relate to this Agreement or the breach

thereof shall be submitted to one arbitrator for binding arbitration in New

York, which arbitration shall be conducted by the American Arbitration

Association and in accordance with its Commercial Arbitration Rules.

 The award rendered by the arbitrator shall be final, and judgment may be

entered upon it in accordance with applicable law in any court having

jurisdiction thereof. The provisions of this Agreement to arbitrate and any

other written agreement to arbitrate referred to herein shall be specifically

enforceable under the prevailing arbitration law of New York

10. AMENDMENT

No changes, modifications, or amendments of any term hereof shall be

valid unless agreed upon by the parties in writing.

11. TAXES

 The shareholder will be responsible for the payment of taxes on the

shareholder’s entire compensation under this Agreement.

12.   INDEPENDENT CONTRACTORS

It is understood and mutually agreed that both Parties hereto are

independent contractors and engage in the operation of their respective

businesses.

 Neither Party is to be considered the agent of the other Party for any

purpose whatsoever nor does neither Party have any authority to enter into

any contract or assume any obligation for the other Party or to make any

warranty or representation on behalf of the other Party. Each Party shall be

fully responsible for its employees, servants, and agents, and the

employees, servants, and agents of one Party shall not be deemed to be

employees, servants, and agents of the other Party for any purpose

whatsoever.

 13. CONFIDENTIALITY

The Parties shall keep the terms and conditions of this Agreement

confidential except as may be required to enforce any provision of this

Agreement or as may otherwise be required by any law, regulation or

other regulatory requirements. Notwithstanding the generality of the

foregoing, the Parties may disclose this Agreement to his legal and/or

financial advisors.
 

Signed for and on behalf of the COMPANY

LUXYGHT LLC

  By:                                                                     

Name:

Title:

Signed for and on behalf of the SHAREHOLDER

By: 

Name:                           

Title:

 
 

SCHEDULE A

1. To actively participate in fundraising activities for the company.

2. To provide strategic administration for the company’s growth.

3. To be the face of the company that the public sees and also

represent the organization in coordinating with the numerous

customers and teams.

4. To develop financial estimates and business plans.

5. To initiate and enforce important company decisions

6. To participate in Board Meetings

7. To manage investor relations.

SCHEDULE B
The Shareholder will provide the expertise and time appropriate to the

functions of Chief Metaverse Officer and Marketing Officer including but not

limited to the following areas:

1. To give definite instructions concerning product development i.e.

coordinating the process of designing, creating, and marketing a

metaverse product to the target audience.

2. To handle partnerships and or sponsorships with non-competitive and

cooperative organizations in the metaverse space.

3. To take charge and project the organization’s brand, image, mission,

and vision across various virtual platforms and accessories.

4. To network between necessary people for a range of projects such as

virtual goods, NFTs, virtual avatars, and more.

5. To be responsible for translating Metaverse’s technical ideas and the

brands’ creative ideas to the target audience building for them an

enriching experience.

6. To possess adequate knowledge of working in a new space and

assist in making innovations a reality.

7.  To manage and oversee all marketing activities throughout the

markets and digital space.

8.  To ensure that all marketing activities serve to create brand loyalty

and ensure that user experience on the metaverse project is

enjoyable and successful.

9. To plan marketing strategies and communication objectives and

principles.

10. To set marketing KPIs and hire respective teams within the

appointed budget as decided by the board of directors.

11. To ensure marketing KPIs deliveries contribute to the

company’s growth.