Limelight Prints Partnership Dissolution Agreement

Limelight Prints Partnership Dissolution Agreement

This Partnership Dissolution Agreement (the "Dissolution Agreement") is made on June 26, 2017 between the following Partners:

Mike Barron, Nikkolas Pena, Alex Falcon, Jonathan Price, and Jonathan Pena.

The parties to this Agreement shall be collectively referred to as "Partners."

1. Description of Partnership

Limelight Prints is a partnership with a business address of 900 N. Cuyamaca Street, Suite 101, El Cajon, CA 92020. The Partners have conducted business, which is engaged in garment and t-shirt printing.

2. Partnership Agreement

The Partners entered into the Partnership and have continued in partnership under the provisions of a written agreement dated June 6, 2017. (Partnership Agreement), a copy of which is attached herewith and incorporated by reference into this Agreement.

3. Intention to Dissolve

Alex Falcon and Jonathan Price now intend to dissolve their interest and stake in the Partnership,

and release ownership and evenly distribute equity stake to remaining Partners.

DISSOLUTION

1. Effective Date of Dissolution

Alex Falcon and Jonathan Price agree to dissolve their Partnership, effective at the close of

business on 06/26/2017 and shall thereafter promptly wind-up the affairs of the Partnership.

2. Termination of Business

Except for the purpose of carrying out the winding-up and liquidation of the business of the Alex Falcon and Jonathan Price shall transact any further business nor incur any further obligations on behalf of the Partnership after the date of this Agreement.

LIQUIDATION

1. Settling Accounts

On completion of the accounting, the Alex Falcon and Jonathan Price shall pay all of the liabilities of the Partnership, including those owing to the Partners other than for capital or profits, in accordance with the Uniform Partnership Act. At the time of this agreement, Alex Falcon & Jonathan Price owe $2,127.84 of liabilities to Limelight Media & Marketing. Alex Falcon and Jonathan Price shall make payments to Limelight Media on the 15th day of each month. Each payment shall be no less than $150.

2. Inspection of Books and Records

All other Partners are encouraged to keep records of payments made by Alex Falcon and Jonathan Price.

CONSTRUCTION PROVISIONS

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California.

2. Other Instruments

The Partners covenant and agree that they will execute any other instruments and documents that are or may become necessary or convenient to carry out this Agreement.

3. Parties Bound

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

4. Strict Construction

This Agreement shall not be strictly construed against either Partner.

5. Severability

If any provision in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Agreement.

6. Counterparts

This Agreement may be executed in any number of counterparts and each of the counterparts shall for all purposes be deemed to be an original.

7. Prior Agreements Superseded

This Agreement supersedes any prior understandings or written or oral agreements between the Partners respecting the subject matter of this Agreement, including the Partnership Agreement, to the extent that the understanding or agreement conflicts with any provision contained in this Agreement.

8. Survival of Representations and Warranties

The representations and warranties set forth in this Agreement shall be continuous and shall survive the taking of any accounting and the dissolution and winding-up of the Partnership as contemplated by this Agreement.

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