BARNUM CARLYLE PARTNERSHIP AGREEMENT AGREEMENT NOVEMBER 1, 2018 I. OPERATIVE LANGAUGE DESCRIPTION OF INSTRUMENT 1. Formation. Barnum and Carlyle hereby form the BC Circus Partnership as a Washington Limited Liability Partnership. Except as otherwise provided in this Agreement, the rights and duties of the Partners may be governed by the Washington Business Corporation Act (the "Act"). The Partners agree to cooperate fully with one another to maintain the status of the Partnership as LLC LLP under the Act. 2. Principal Place of Business. The Principal Place of Business of the Circus is an state the business engages in business in. 3. Term and Termination. The term of the Partnership is month-to-month 10 years and will be dissolved and wound up upon the first to occur of the following events: 3.1 The expiration of the term as provided herein; or 3.2 Voluntary Dissociation of either Partner. 4. Covenant Not to Compete. If this Partnership terminates, Carlyle shall not engage in the circus business or similar type of performance anywhere in the world in perpetuity. for the remaining of the 20 year agreement. 5. Allocation of Profits and Losses. Carlyle must be entitled to 30 percent of the profits of the Partnership. Barnum will be entitled to 70 percent of the profit of the Partnership. All losses of the Circus, whether now existing or incurred the future incurred in the future, may be paid 50/50 by the Partners. 6. Management. The management of the business, including all decisions affecting the Partnership and this Agreement, shall be unanimous