State of New York Rev.

133C834

PARTNERSHIP AGREEMENT

This Partnership Agreement (the "Agreement") is made as of this 17 day of January, 2018, (the “Effective
Date”) by and between Emma M Johnson located at 3152 Ingram Street, Dayton,
OH 45410 and Lynn D Crockett located at 4813 Wolf Pen Road, San Francisco, CA 94107 (each, a
“Partner” and collectively, the “Partners”).

1. Partnership Name and Purpose. The Partners agree to form a partnership under the name of ABC
Partnership (the “Partnership”). The Partnership will be governed in accordance with the laws of the State
of New York. The Partnership has been formed on the terms and conditions set forth below to engage in
the business of owning and operating a bakery and to engage in any and all other activities as may be
necessary, related or incidental to carry on the business of the Partnership as provided herein.

2. Place of Business. The principal office of the Partnership will be located at 2823 Caldwell Road,
Rochester, NY 14624 or at such places as the Partners shall determine from time to time.

3. Partnership Term. The Partnership shall commence on the Effective Date and will continue until it
terminates in accordance with the terms of this Agreement, unless terminated earlier in accordance with
the terms of this Agreement.

4. Partners’ Capital Contributions. The Partners will contribute capital to the Partnership. The cash
contribution of the Partners will be as follows:
• Emma M Johnson, $10,000.00
• Lynn D Crockett, $20,000.00

5. Partners’ Capital Accounts. The Partnership will establish and maintain for each Partner a separate
capital account consisting of the Partner’s capital contributions. A Partner may not withdraw any portion of
capital from his or her capital account without the written consent of all Partners. Interest, at the rates and
times as determined by the Partners, will be paid on the capital account of any Partner.

6. Profits and Losses. The net profits and losses of the Partnership will be divided equally between the
Partners.

7. Partner’s Income Accounts. The Partnership will establish and maintain a separate income account
for each Partner. Each Partner’s share of the Partnership profits and losses will be credited to or charged
against his or her income account. If there is no positive balance in a Partner’s income account, losses
will be charged against his or her capital account. Interest, at the rates and times as determined by the
Partners, will be paid on the income account of any Partner.

8. Partners’ Salary and Drawings. There will be no salary or compensation given to any Partner for
services to the Partnership. The Partnership will distribute profits to Partners at the end of each month or
at the times and in the amounts as determined by the Partners.

9. Partnership Bank Accounts. The Partnership funds will be kept in an account at a financial
institution as agreed upon by all Partners. All withdrawals from these accounts will be made by checks
signed by all Partners.

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10. Partnership Books and Records. At all times during the term of the Partnership, the books and
records of the Partnership will be kept and maintained at __________. Such books and records will be
available for inspection by any Partner during business hours upon reasonable notice. The Partnership
shall maintain its books and records in accordance with generally accepted accounting principles (GAAP).
The Partnership’s fiscal year will begin on January 12, 2018 and close on January 11, 2019. An income
statement and balance sheet will be prepared at the end of each fiscal year within two (2) month(s) after
the end of the fiscal year. An audit of the books and records of the Partnership as of the end of each fiscal
year will be prepared by a firm of independent certified public accountants selected by the Partnership.

11. Management. Each Partner has equal rights in the management of the Partnership. The Partners
will devote as much of his or her time and efforts to the affairs of the Partnership as may be necessary to
accomplish the objectives of the Partnership.

12. Voluntary Dissolution of Partnership. The Partnership may be dissolved at any time upon the
consent of all Partners. The Partners shall, as soon as reasonably practicable, liquidate and wind up the
affairs of the Partnership. The proceeds received in connection with the liquidation and any other
remaining assets of the Partnership will be applied in the following order of priority:
• payment of all debts, liabilities and obligations of the Partnership including all expenses of
liquidation;
• distribution to or for the benefit of the Partners in accordance with the positive balance in each
Partner’s income accounts;
• distribution to or for the benefit of the Partners in accordance with the positive balance in each
Partner’s capital accounts.

13. Partner’s Withdrawal. A Partner may not withdraw from the Partnership unless all remaining
Partners unanimously agree to the withdrawal. If the remaining Partners agree to the withdrawal, the
remaining Partners may decide either to dissolve and liquidate the Partnership with the withdrawing
Partner (in accordance with paragraph no. 12) or continue the Partnership by purchasing the withdrawing
Partner’s interest (in accordance with paragraph no. 16). The decision to dissolve or continue the
Partnership requires the unanimous consent of the remaining Partners. If the remaining Partners choose
to purchase the withdrawing Partner’s interest, the remaining Partners shall provide written notice of such
intention to purchase within seven (7) day(s) after receipt of the withdrawing Partner’s notice to withdraw.

14. Partner’s Retirement. A Partner may retire from the Partnership at any time by providing at least
seven (7) day(s) written notice of such intention to retire to the other Partners. The remaining Partners
may decide either to dissolve and liquidate the Partnership with the retiring Partner (in accordance with
paragraph no. 12) or continue the Partnership by purchasing the retiring Partner’s interest (in accordance
with paragraph no. 16). The decision to dissolve or continue the Partnership requires the unanimous
consent of the remaining Partners. If the remaining Partners choose to purchase the retiring Partner’s
interest, the remaining Partners shall provide written notice of such intention to purchase within seven (7)
day(s) after receipt of the retiring Partner’s notice to retire.

15. Partner’s Death. If a Partner dies, the remaining Partners may decide either to dissolve and liquidate
the Partnership (in accordance with paragraph no. 12) or continue the Partnership by purchasing the
deceased Partner’s interest (in accordance with paragraph no. 16). The decision to dissolve or continue
the Partnership requires the unanimous consent of the remaining Partners. If the remaining Partners
choose to purchase the deceased Partner’s interest, the remaining Partners shall provide written notice of

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such intention to purchase within fourteen (14) day(s) after the Partner’s death to the administrator or
executor of the deceased Partner’s estate.

16. Buyout. If the remaining Partners choose to purchase the withdrawing, retiring or deceased Partner’s
interest under the preceding paragraphs, that interest will be purchased in the amounts as decided by the
remaining Partners that wish to purchase. The value of the withdrawing, retiring or deceased Partner’s
interest is the fair market value as determined by an independent certified public accountant. The
purchase price will not include any separate amounts for goodwill, tradename, patents, or other intangible
assets. The remaining Partners may continue to use the Partnership tradename. The purchase price will
be paid without interest.

17. Restriction on Transfer. No Partner shall transfer, assign, sell, give, pledge, hypothecate or
otherwise encumber, or dispose of in any manner any or all of his or her interest in the Partnership
without the written consent of all Partners.

18. New Partners. The Partnership, upon the unanimous consent of all Partners, may admit new
Partners to the Partnership on the terms and conditions as determined by the Partners at such time.

19. Arbitration. Any dispute arising out of or related to this Agreement that the Partners are unable to
resolve by themselves shall be settled by arbitration in the State of New York in accordance with the rules
of the American Arbitration Association. The written decision of the arbitrator(s), as applicable, shall be
final and binding on the Partners. Judgment on a monetary award or enforcement of injunctive or specific
performance relief granted by the arbitrator(s) may be entered in any court having jurisdiction over the
matter.

20. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and
their respective legal representatives, heirs, administrators, executors, successors and permitted
assigns.

21. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole
or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and
enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

22. Governing Law. The terms of this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, not including its conflicts of law provisions.

23. Further Assurances. At the written request of one Partner, the other Partners shall execute and
deliver such other documents and take such other actions as may be reasonably necessary to effect the
terms of this Agreement.

24. Headings. The section headings herein are for reference purposes only and shall not otherwise
affect the meaning, construction or interpretation of any provision in this Agreement.

25. Entire Agreement. This Agreement contains the entire understanding between the Partners and
supersedes and cancels all prior agreements of the Partners, whether oral or written, with respect to such
subject matter.

26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together, shall constitute one and the same document.

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27. Amendment. This Agreement may be amended or modified only by a written agreement signed by
all of the Partners.

28. Notices. Any notice or other communication given or made to any Partner under this Agreement
shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or
registered mail, return receipt requested, to the address stated above or to another address as that
Partner may subsequently designate by notice and shall be deemed given on the date of delivery.

29. Waiver. No Partner shall be deemed to have waived any provision of this Agreement or the exercise
of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by
any Partner of a breach or violation of any provision of this Agreement shall not constitute a waiver of any
other subsequent breach or violation.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written
above.

SIGNATURES

Emma M Johnson
Partner Signature Partner Full Name

Lynn D Crockett
Partner Signature Partner Full Name

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GENERAL INSTRUCTIONS WHEN IS A PARTNERSHIP
AGREEMENT NEEDED?
WHAT IS A PARTNERSHIP
Any arrangement between individuals, friends,
AGREEMENT? or families to form a business for profit creates a
partnership. As there is no formal partnership
A Partnership Agreement is an internal written registration process, a written Partnership
document detailing the terms of a partnership. Agreement shows a clear intention to form a
A partnership is a business arrangement partnership. It also sets out in writing the nuts
where two or more individuals share and bolts of the partnership.
ownership in a company and agree to share
in the profits and losses of their company. WHAT SHOULD BE INCLUDED?

There are three types of partnerships: A simple Partnership Agreement will identify the
following basic elements:
General Partnership: All of the partners are
on equal footing. They have equal rights and · Partners: the names of each person who
responsibilities in the partnership, and each owns the company
individual partner can act on behalf of the · Partnership Name: the partnership’s catchy
partnership as a whole. They share in the new name
profits, but they also share in the losses. Each · Purpose: the business of the partnership
individual partner is also personally on the · Place of Business: where the partners go to
hook for any actions of the partnership - this work every day
is called joint and several liability. · Partner Contributions: how much and what
each partners is contributing
Limited Partnership: The partners are on · Partnership Distributions: how the profits
unequal footing. On one side is the general and losses are divided
partner, who manages the business and has
the same rights and responsibilities as the Some other useful details a Partnership
partners in a general partnership, including Agreement might include:
joint and several liability. On the other side is
the limited partner - or silent partner - who 1) Capital Accounts. 2) Income Accounts.
contributes money to the partnership, but is 3) Salary and Drawing. 4) Bank Accounts. 5)
not involved in the day-to-day of the business. Books and Records. 6) Management.
The limited partner is not personally on the 7) Dissolution. 8) Withdrawal. 9) Retirement.
hook for the actions of the partnership or the 10) Death. 11) Buyout. 12) Restrictions on
general partner. Transfer. 13) New Partners. 14) Arbitration.
15) Governing Law.
Limited Liability Partnership: A limited
liability partnership is a hybrid between a OTHER NAMES
partnership and a corporation. None of the
partners are personally responsible for the
liabilities of the partnership and the other As a reference, a Partnership Agreement is
partners beyond their assets in the known by other names:
partnership. The partners can choose how
much they want to contribute and how · General Partnership Agreement
involved they want to be in the business. · Business Partnership Agreement
Limited liability partnerships are a more · Partnership Contract
formal structure and require registration with · Articles of Partnership
the state and usually a written partnership · 50/50 Partnership Agreement
agreement as well. Their use is also limited in
certain states to professional partnerships,
such as lawyers and accountants.

Partnership Agreement (Rev. 133C834)