PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT (the "Agreement") made and entered into this ________ day
of ________________, ________ (the "Execution Date"),

BETWEEN:

Tyler Wayne Buxton of 1201 Park Ridge Rd, Hillsboro, MO 63050, USA, and
James goff of 6301 Cedar Hill Rd, Cedar Hill, MO 63016, USA
(individually the "Partner" and collectively the "Partners").

BACKGROUND:

A. The Partners wish to associate themselves as partners in business.

B. This Agreement sets out the terms and conditions that govern the Partners within the
Partnership.

IN CONSIDERATION OF and as a condition of the Partners entering into this Agreement and other
valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties
to this Agreement agree as follows:

Formation
1. By this Agreement the Partners enter into a general partnership (the "Partnership") in accordance
with the laws of The State of Missouri. The rights and obligations of the Partners will be as
stated in the applicable legislation of The State of Missouri (the 'Act') except as otherwise
provided in this Agreement.

Name
2. The firm name of the Partnership will be: K and K car repair inc.

Purpose
3. The purpose of the Partnership will be: Mechanic.

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 Term
4. The Partnership will begin on May 22nd, 2020 and will continue until terminated as provided in
this Agreement.

Place of Business
5. The principal office of the business of the Partnership will be located at 1740 Jeffco Blvd,
Arnold, MO 63010 or such other place as the Partners may from time to time designate.

Initial Capital Contributions

6. Each of the Partners has contributed or will contribute to the capital of the Partnership, in cash or
property or in non-monetary contributions in agreed upon value, as follows (the “Initial Capital
Contribution"):

Partner Contribution Description Agreed Value

- Cash: $60,000.00
Tyler Wayne Buxton $60,000.00

- Cash: $90,000.00
James goff $90,000.00

7. All Partners must contribute their respective Initial Capital Contributions fully by October 31,
2021.

Additional Capital
8. The capital contribution of a Partner comprises that Partner’s Initial Capital Contribution and
any additional capital contribution (the “Additional Capital Contribution”) made by that Partner
to the Partnership at a later date (together the “Capital Contribution”). No Partner will be
required to make an Additional Capital Contribution. When the Partnership requires additional
capital, each Partner will have the opportunity to make an Additional Capital Contribution in
proportion to that Partner’s share of the total Capital Contributions to the Partnership. If an
individual Partner is unwilling or unable to meet the additional contribution requirement within a

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 reasonable period, as required by Partnership business obligations, then by a unanimous vote of
the Partners the remaining Partner may contribute in proportion to their existing Capital
Contributions to resolve the amount in default.

9. Any advance of money to the Partnership by any Partner in excess of the amounts provided for
in this Agreement or subsequently agreed to as Additional Capital Contribution will be deemed a
debt owed by the Partnership and not an increase in Capital Contribution of the Partner. This
liability will be repaid with interest at rates and times to be determined by a majority of the
Partners within the limits of what is required or permitted in the Act. This liability will not
entitle the lending Partner to any increased share of the Partnership's profits nor to a greater
voting power. Such debts may have preference or priority over any other payments to Partners as
may be determined by a majority of the Partners.

Withdrawal of Capital
10. No Partner will withdraw any portion of their Capital Contribution without the express written
consent of the remaining Partners.

Capital Accounts
11. An individual capital account (the "Capital Accounts") will be maintained for each Partner and
their Initial Capital Contribution will be credited to this account. Any Additional Capital
Contributions made by any Partner will be credited to that Partner's individual Capital Account.

Interest on Capital
12. No borrowing charge or loan interest will be due or payable to any Partner on their agreed
Capital Contribution inclusive of any agreed Additional Capital Contributions.

Financial Decisions
13. Decisions regarding the distribution of profits, allocation of losses, and the requirement for
Additional Capital Contributions as well as all other financial matters will be decided by a
unanimous vote of the Partners.

Profit and Loss

14. Subject to any other provisions of this Agreement, the net profits and losses of the Partnership,
for both accounting and tax purposes, will accrue to and be borne by the Partners in equal
proportions, unless an Additional Capital Contribution has been made which changed the Initial
Capital Contribution proportions of the Partners in which case each Partner will share in the net
profit and losses of the Partnership in proportion to the new Capital Contributions (the "Profit

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 and Loss Distribution").

Books of Account
15. Accurate and complete books of account of the transactions of the Partnership will be kept in
accordance with generally accepted accounting principles (GAAP) and at all reasonable times
will be available and open to inspection and examination by any Partner. The books and records
of the Partnership will reflect all the Partnership’s transactions and will be appropriate and
adequate for the business conducted by the Partnership.

Annual Report
16. As soon as practicable after the close of each fiscal year, the Partnership will furnish to each
Partner an annual report showing a full and complete account of the condition of the Partnership.
This report will consist of at least the following documents:

a. a statement of all information as will be necessary for the preparation of each

Partner's income or other tax returns;

b. a copy of the Partnership's federal income tax returns for that fiscal year; and

c. any additional information that the Partners may require.

Banking and Partnership Funds

17. The funds of the Partnership will be placed in such investments and banking accounts as will be
designated by the Partners. Partnership funds will be held in the name of the Partnership and will
not be commingled with those of any other person or entity.

Fiscal Year
18. The fiscal year will end on January 1 of each year.

Audit
19. Any of the Partners will have the right to request an audit of the Partnership books. The cost of
the audit will be borne by the Partnership. The audit will be performed by an accounting firm
acceptable to all the Partners. Not more than one (1) audit will be required by any or all of the
Partners for any fiscal year.

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 Management
20. All the Partners will be consulted and the advice and opinions of the Partners will be obtained as
much as is practicable. However, the Managing Partner will have management and control of the
day-to-day business of the Partnership for the purposes stated in this Agreement. All matters
outside the day-to-day business of the Partnership will be decided by a unanimous vote of the
Partners.

21. Tyler Wayne Buxton will be the Managing Partner. The term "Managing Partner" will also
include any party subsequently appointed to that role.

22. In addition to day-to-day management tasks, the Managing Partner's duties will include keeping,
or causing to be kept, full and accurate business records for the Partnership according to
generally accepted accounting principles (GAAP) and overseeing the preparation of any reports
considered reasonably necessary to keep the Partners informed of the business performance of
the Partnership.

23. A Managing Partner can voluntarily withdraw from the position of Managing Partner or can be
replaced by a unanimous vote of the remaining Partners. In the event of a withdrawal or removal
of the Managing Partner from the position of Managing Partner or from the Partnership, the
remaining Partners will have equal rights in the management of the Partnership until they
appoint a successor Managing Partner.

24. The Managing Partner will not be liable to the remaining Partners for any action or failure to act
resulting in loss or harm to the Partnership except in the case of gross negligence or willful
misconduct.

Contract Binding Authority

25. Each Partner will have authority to bind the Partnership in contract.

Tax Elections
26. The Partnership will elect out of the application of Chapter 63 Subchapter C of the Internal
Revenue Code of 1986, in each taxable year in which it is eligible to do so in accordance with
Section 6221(b), by making that election in a timely filed return for such taxable year disclosing
the name and taxpayer identification number of each Partner.

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 Meetings
27. Regular meetings of the Partners will be held only as required.

28. Any Partner can call a special meeting to resolve issues that require a vote, as indicated by this
Agreement, by providing all Partners with reasonable notice. In the case of a special vote, the
meeting will be restricted to the specific purpose for which the meeting was held.

29. All meetings will be held at a time and in a location that is reasonable, convenient and practical
considering the situation of all Partners.

Admitting a New Partner

30. No new Partners may be admitted into the Partnership.

Voluntary Withdrawal of a Partner

31. Any Partner will have the right to voluntarily withdraw from the Partnership at any time. Written
notice of intention to withdraw must be served upon the remaining Partners at least six (6)
months prior to the withdrawal date.

32. The voluntary withdrawal of a Partner will result in the dissolution of the Partnership.

33. A Dissociated Partner will only exercise the right to withdraw in good faith and will act to
minimize any present or future harm done to the remaining Partners as a result of the
withdrawal.

Involuntary Withdrawal of a Partner

34. Events resulting in the involuntary withdrawal of a Partner from the Partnership will include but
not be limited to: death of a Partner; Partner mental incapacity; Partner disability preventing
reasonable participation in the Partnership; Partner incompetence; breach of fiduciary duties by a
Partner; criminal conviction of a Partner; Expulsion of a Partner; Operation of Law against a
Partner; or any act or omission of a Partner that can reasonably be expected to bring the business
or societal reputation of the Partnership into disrepute.

35. The involuntary withdrawal of a Partner will result in the dissolution of the Partnership.

36. A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest
in the Partnership will only acquire that Partner's economic rights and interests and will not
acquire any other rights of that Partner or be admitted as a Partner of the Partnership or have the

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 right to exercise any management or voting interests.

Dissociation of a Partner
37. Where the dissociation of a Partner for any reason results in the dissolution of the Partnership
then the Partnership will proceed in a reasonable and timely manner to dissolve the Partnership,
with all debts being paid first, prior to any distribution of the remaining funds. Valuation and
distribution will be determined as described in the Valuation of Interest section of this
Agreement.

38. The remaining Partners retain the right to seek damages from a Dissociated Partner where the
dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the
Dissociated Partner had breached their fiduciary duty to the Partnership or was in breach of this
Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to
the Partnership or to the reputation of the Partnership.

Dissolution
39. Except as otherwise provided in this Agreement, the Partnership may be dissolved only with the
unanimous consent of all Partners.

Distribution of Property on Dissolution of Partnership

40. In the event of the dissolution of the Partnership, each Partner will share equally in any
remaining assets or liabilities of the Partnership, unless an Additional Capital Contribution has
been made which changed the Initial Capital Contribution proportions of the Partners in which
case the Partners will share the assets or liabilities in proportion to their respective Capital
Contributions (the “Dissolution Distribution”).

41. Upon Dissolution of the Partnership and liquidation of Partnership Property, and after payment
of all selling costs and expenses, the liquidator will distribute the Partnership assets to the
following groups according to the following order of priority:

a. in satisfaction of liabilities to creditors except Partnership obligations to current

Partners;

b. in satisfaction of Partnership debt obligations to current Partners; and then

c. to the Partners according to the Dissolution Distribution described above.

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42. The claims of each priority group will be satisfied in full before satisfying any claims of a lower
priority group. Any excess of Partnership assets after liabilities or any insufficiency in
Partnership assets in resolving liabilities under this section will be shared by the Partners
according to the Dissolution Distribution described above.

Valuation of Interest
43. In the absence of a written agreement setting a value, the value of the Partnership will be based
on the fair market value appraisal of all Partnership assets (less liabilities) determined in
accordance with generally accepted accounting principles (GAAP). This appraisal will be
conducted by an independent accounting firm agreed to by all Partners. An appraiser will be
appointed within a reasonable period of the date of withdrawal or dissolution. The results of the
appraisal will be binding on all Partners. A withdrawing Partner's interest will be based on that
Partner's proportion of the Dissolution Distribution described above, less any outstanding
liabilities the withdrawing Partner may have to the Partnership. The intent of this section is to
ensure the survival of the Partnership despite the withdrawal of any individual Partner.

44. No allowance will be made for goodwill, trade name, patents or other intangible assets, except
where those assets have been reflected on the Partnership books immediately prior to valuation.

Goodwill
45. The goodwill of the Partnership business will be assessed at an amount to be determined by
appraisal using generally accepted accounting principles (GAAP).

Title to Partnership Property

46. Title to all Partnership Property will remain in the name of the Partnership. No Partner or group
of Partners will have any ownership interest in such Partnership Property in whole or in part.

Voting
47. Any vote required by the Partnership will be assessed where each Partner receives one vote
carrying equal weight, unless an Additional Capital Contribution has been made which changed
the Initial Capital Contribution proportions of the Partners in which case each Partner will have
voting strength in proportion to Capital Contributions.

Force Majeure
48. A Partner will be free of liability to the Partnership where the Partner is prevented from
executing their obligations under this Agreement in whole or in part due to force majeure, such
as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event

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 where the Partner has communicated the circumstance of said event to any and all other Partners
and taken any and all appropriate action to mitigate said event.

Duty of Loyalty
49. No Partner will engage in any business, venture or transaction, whether directly or indirectly,
that might be competitive with the business of the Partnership or that would be in direct conflict
of interest to the Partnership without the unanimous written consent of the remaining Partners.
Any and all businesses, ventures or transactions with any appearance of conflict of interest must
be fully disclosed to all other Partners. Failure to comply with any of the terms of this clause will
be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly
by the remaining Partners.

Duty of Accountability for Private Profits

50. Each Partner must account to the Partnership for any benefit derived by that Partner without the
consent of the other Partners from any transaction concerning the Partnership or any use by that
Partner of the Partnership property, name or business connection. This duty continues to apply to
any transactions undertaken after the Partnership has been dissolved but before the affairs of the
Partnership have been completely wound up by the surviving Partner or Partners or their agent
or agents.

Duty to Devote Time

51. Each Partner will devote such time and attention to the business of the Partnership as the
majority of the Partners will from time to time reasonably determine for the conduct of the
Partnership business.

Actions Requiring Unanimous Consent of the Partners

52. The following list of actions will require the unanimous consent of all Partners:

a. committing the Partnership to new liabilities or obligations totaling over $25,000.00

USD.

53. Any losses incurred as a result of a violation of this section will be charged to and collected from
the individual Partner that acted without unanimous consent and caused the loss.

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 Forbidden Acts
54. No Partner may do any act in contravention of this Agreement.

55. No Partner may permit, intentionally or unintentionally, the assignment of express, implied or
apparent authority to a third party that is not a Partner in the Partnership.

56. No Partner may do any act that would make it impossible to carry on the ordinary business of the
Partnership.

57. No Partner may confess a judgment against the Partnership.

58. No Partner will have the right or authority to bind or obligate the Partnership to any extent with
regard to any matter outside the intended purpose of the Partnership.

59. Any violation of the above Forbidden Acts will be deemed an Involuntary Withdrawal of the
offending Partner and may be treated accordingly by the remaining Partners.

Indemnification
60. All Partners will be indemnified and held harmless by the Partnership from and against any and
all claims of any nature, whatsoever, arising out of a Partner's participation in Partnership affairs.
A Partner will not be entitled to indemnification under this section for liability arising out of
gross negligence or willful misconduct of the Partner or the breach by the Partner of any
provisions of this Agreement.

Liability
61. A Partner will not be liable to the Partnership, or to any other Partner, for any mistake or error in
judgment or for any act or omission done in good faith and believed to be within the scope of
authority conferred or implied by this Agreement or the Partnership.

Liability Insurance
62. The Partnership may acquire insurance on behalf of any Partner, employee, agent or other person
engaged in the business interest of the Partnership against any liability asserted against them or
incurred by them while acting in good faith on behalf of the Partnership.

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 Life Insurance
63. The Partnership will have the right to acquire life insurance on the lives of any or all of the
Partners, whenever it is deemed necessary by the Partnership. Each Partner will cooperate fully
with the Partnership in obtaining any such policies of life insurance.

Amendments
64. This Agreement may not be amended in whole or in part without the unanimous written consent
of all Partners.

Governing Law and Jurisdiction

65. This Agreement will be construed in accordance with and exclusively governed by the laws of
The State of Missouri.

66. The Partners submit to the jurisdiction of the courts of The State of Missouri for the enforcement
of this Agreement or any arbitration award or decision arising from this Agreement.

Definitions
67. For the purpose of this Agreement, the following terms are defined as follows:

a. "Additional Capital Contributions" means Capital Contributions, other than Initial

Capital Contributions, made by Partners to the Partnership.

b. "Capital Contribution" means the total amount of cash or Property contributed to

the Partnership by any one Partner.

c. "Dissociated Partner" means any Partner who is removed from the Partnership
through a voluntary or involuntary withdrawal as provided in this Agreement.

d. "Expulsion of a Partner" can occur on application by the Partnership or another

Partner, where it has been determined that the Partner:

i. has engaged in wrongful conduct that adversely and materially

affected the Partnership's business;

ii. has willfully or persistently committed a material breach of this

Agreement or of a duty owed to the Partnership or to the other
Partners; or

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 iii. has engaged in conduct relating to the Partnership's business
that makes it not reasonably practicable to carry on the business
with the Partner.

e. "Initial Capital Contribution" means Capital Contributions made by any Partner to

acquire an interest in the Partnership.

f. "Operation of Law" means rights or duties that are cast upon a party by the law,
without any act or agreement on the part of the individual including, but not limited
to, an assignment for the benefit of creditors, a divorce, or a bankruptcy.

Miscellaneous
68. Time is of the essence in this Agreement.

69. This Agreement may be executed in counterpart.

70. Headings are inserted for the convenience of the parties only and are not to be considered when
interpreting this Agreement. Words in the singular mean and include the plural and vice versa.
Words in the masculine gender include the feminine gender and vice versa. Words in the neuter
gender include the masculine gender and the feminine gender and vice versa.

71. If any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be
reduced in scope by the court only to the extent deemed necessary by that court to render the
provision reasonable and enforceable and the remainder of the provisions of this Agreement will
in no way be affected, impaired or invalidated as a result.

72. This Agreement contains the entire agreement between the parties. All negotiations and
understandings have been included in this Agreement. Statements or representations which may
have been made by any party to this Agreement in the negotiation stages of this Agreement may
in some way be inconsistent with this final written Agreement. All such statements are declared
to be of no value in this Agreement. Only the written terms of this Agreement will bind the
parties.

73. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and
representatives.

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74. Any notices or delivery required here will be deemed completed when hand-delivered, delivered
by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the
addresses contained in this Agreement or as the parties may later designate in writing.

75. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will
not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Partners have duly affixed their signatures under hand and seal on this
________ day of ________________, ________.

_______________________________ _______________________________
WITNESS: ______________________ Tyler Wayne Buxton

_______________________________ _______________________________
WITNESS: ______________________ James goff

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