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General Partnership Agreement - August 14, 2014 - Version 2

A general agreement to form a business partnership.

Topshelf-VIP Limited PARTNERSHIP

STATE OF Ohio

COUNTY OF Cuyahoga

Calvin D. Kelly and Andrew M. Cisan, herewith agree to engage in the business of Limited Partnership, and pursuant to the Uniform Partnership Act of the State of Ohio, hereby form a general partnership.

The name of the partnership shall be the Topshelf-VIP Limited partnership. The principal office of the partnership will be located at:

14713 Ohio Avenue, Cleveland, Ohio, 44128 and additional or substitute offices may be agreed upon from time to time by the parties.

The partnership's existence shall commence on 08/06/2014 and it shall continue until dissolved either by mutual agreement or by operation of law.

The initial partnership capital shall be $0.00 (0dollars). The partners will contribute as follows:

$0.00(0 dollars) from partners, Calvin D. Kelly and Andrew M. Cisan (the "Partners") will be contributed to Capital Contributions, and Capital Contributions will be split 50% among partners.

The partners shall share in profits and losses in the same proportion as their capital contributions. No interest shall be paid on capital contributions. No partner shall have the right to demand repayment of their capital contribution unless the same is through a dissolution of the partnership and a winding up of its affairs.

Decisions by the partnership shall be made by majority vote.

Books of account of the transactions of the partnership shall be kept at the principal place of business of the partnership. The books of account of the partnership shall be available for inspection by all times by the partners. Each partner shall be required to report all transactions related to partnership business promptly and accurately.

Each July 31 the partners shall determine the net profit and loss of the partnership and the same shall be divided in the same proportion as contributions to capital. The partners, may by majority vote, agree to distribute any surplus or may allocate surplus to the capital account of each partner.

The partners shall be entitled to withdraw the following sums from the partnership.

Limit on Withdrawals $1500 on a 2 Withdraw basis.

Any and all withdrawals made shall be deducted from any profits of the partnership.

The affairs of the partnership shall determined by majority vote, with votes cast in the same percentage as capital contributions.

Each partner shall have the right to manage the affairs of the partnership in the ordinary course of the partnership's business. However, no partner shall have the authority to:

a) confess judgment against the partnership;

b) borrow on the credit of the partnership or guarantee the debts of others with partnership credit except for transactions under $1,000.00 (1,000 dollars) within the ordinary course of business of the partnership;

c) convey substantially all of the partnership assets

without prior approval by majority vote.

The day to day affairs of the partnership shall be managed by a management committee, which shall consist of Calvin D. Kelly and Andrew M. Cisan, two partners, elected by a majority of the partners. The management committee shall conduct the business of the partnership, and shall have the authority by its majority vote to operate all of the business of the partnership, save those items specifically reserved to the partners as a whole.

This partnership shall terminate upon the death, bankruptcy or incompetency of any partner. Thereupon the remaining partners shall act as trustees for the partners and shall promptly wind up the affairs of the partnership unless the remaining partners agree that they will continue the business of the partnership.

Aug 14, 2014

Calvin D. Kelly and Andrew M. Cisan

Witnesses:

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