PARTNERSHIP DISSOLUTION AGREEMENT

THIS PARTNERSHIP DISSOLUTION AGREEMENT (the "Agreement") is made and entered into this first day of May 2050 by and between Sheppard Snow and Ayra Jacobson, each having their principal business address at 109 Whispering Pine, Unit 11, Silent Woods, CA 67890, either individually or collectively referred to as "Partner(s)".

RECITALS

WHEREAS, the Partners have previously formed a partnership with Shay Consulting, under the laws of the state of California; and

WHEREAS, the Partners desire to dissolve said partnership in accordance with the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partners agree as follows:

ARTICLE 1 – DISSOLUTION

On May 5, 2050, or as otherwise provided in this Agreement, the Partnership shall be dissolved and its affairs wound up. The Partners stipulate that the dissolution is not caused by any action in violation of the Partnership Agreement.

ARTICLE 2 – DISTRIBUTION OF ASSETS

The net assets of the Partnership shall be distributed in the following manner after payment of all debts and obligations:

• Return of Capital: Each partner receives a distribution matching their positive capital account balance.

• Preferred Returns: Partners entitled to a preferred return get distributions as specified in the Partnership Agreement.

• Profits Interests: After the above, the remaining assets are distributed among partners based on their profits interests.

• Residual Distribution: Any leftover assets are distributed according to ownership percentages or as agreed by partners.

• Special Allocations: Any special allocations in the Partnership Agreement are considered before finalizing distributions.

• Legal Compliance: Distributions adhere to applicable laws and Partnership Agreement terms.

• General Partner Discretion: The General Partner may adjust distribution timing and amounts considering the Partnership's needs and partners' best interests.

ARTICLE 3 – RELEASE AND INDEMNITY

Upon the effective date of the dissolution, each Partner releases the other Partner, their heirs, and assigns from all present and future claims from matters arising out of the Partnership, except for matters set forth in this Agreement.

ARTICLE 4 – COMPLETE AGREEMENT

This Agreement contains the complete agreement between the Partners and supersedes all prior understandings, whether oral or written pertaining to the dissolution of the Partnership.

ARTICLE 5 – GOVERNING LAW

This Agreement shall be governed by the laws of the state of California.

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first above written.

_____________________
Sheppard Snow

_____________________
Ayra Jacobson

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