Partnership Agreement - General (Maryland)

GENERAL PARTNERSHIP AGREEMENT

STATE OF MARYLAND

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned Partners, each identified on Schedule A attached hereto.

The Partners agree to carry on the business described below as co-owners for profit and to govern their relationship under this Agreement and the Maryland Revised Uniform Partnership Act, Md. Code, Corporations and Associations Article, Title 9A ("Corps. & Ass'ns"), Sections 9A-101 through 9A-1206 (the "Act"). Their general partnership is referred to as the "Partnership."

RECITALS

A. The Partners desire to associate themselves as a general partnership under the laws of the State of Maryland for the purposes set forth herein;

B. Each Partner will make or has made the capital contributions described on Schedule A;

C. The Partners wish to set forth in writing their respective rights, obligations, and duties as partners; and

D. The Partners intend that this Agreement shall govern the internal affairs of the Partnership and, to the fullest extent permitted by Corps. & Ass'ns Section 9A-103, modify or supplement the default provisions of the Act.

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

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Capital Contributions; Partnership Interests
4. Allocations; Distributions; Tax Matters
5. Management; Voting; Meetings
6. Representations and Warranties
7. Covenants and Restrictions
8. Books, Records, and Accounting
9. Insurance and Risk Management
10. Indemnification; Limitation of Liability
11. Transfer of Interests; Admission; Withdrawal
12. Dissociation; Dissolution; Winding Up
13. Default and Remedies
14. Risk Allocation
15. Dispute Resolution
16. General Provisions
17. Maryland-Specific Provisions
18. Execution

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below.

"AAA" means the American Arbitration Association.

"Act" means the Maryland Revised Uniform Partnership Act, Md. Code, Corps. & Ass'ns, Title 9A, Sections 9A-101 through 9A-1206, as amended from time to time.

"Adjusted Capital Account" has the meaning assigned in Section 4.1(c).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Capital Account" means, for each Partner, the account maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), as adjusted pursuant to Section 4.1.

"Capital Contribution" means, for any Partner, the total amount of cash and the agreed fair market value of property (net of liabilities assumed or taken subject to) contributed to the Partnership by such Partner, as initially set forth on Schedule A.

"Code" means the Internal Revenue Code of 1986, as amended, and any successor statute.

"Comptroller" means the Comptroller of Maryland.

"Corps. & Ass'ns" means the Maryland Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

"Defaulting Partner" has the meaning set forth in Section 13.1.

"Effective Date" has the meaning set forth in the preamble.

"Fiscal Year" has the meaning set forth in Section 8.1.

"Force Majeure Event" has the meaning set forth in Section 14.2.

"Losses" has the meaning set forth in Section 10.1.

"Majority Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests.

"Net Profits" and "Net Losses" mean, for each Fiscal Year (or other relevant period), the Partnership's taxable income or loss as determined for federal income tax purposes, with the adjustments required by Treasury Regulation Section 1.704-1(b)(2)(iv).

"Non-Defaulting Partner" has the meaning set forth in Section 13.2.

"Partner" means each Person identified as a partner on Schedule A and any Person subsequently admitted as a partner pursuant to this Agreement.

"Partnership" has the meaning set forth in the preamble.

"Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including such Partner's economic interest, right to participate in management, and all other rights and obligations under this Agreement and the Act.

"Partnership Representative" has the meaning set forth in Section 4.5.

"Percentage Interest" means, for any Partner, the percentage set forth opposite such Partner's name on Schedule A, as amended from time to time in accordance with this Agreement.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, governmental authority, or other entity.

"SDAT" means the Maryland State Department of Assessments and Taxation.

"Statement of Partnership Authority" means the statement filed with SDAT pursuant to Corps. & Ass'ns Section 9A-303.

"Transfer" means any sale, assignment, pledge, hypothecation, encumbrance, gift, or other direct or indirect disposition or transfer, whether voluntary or involuntary, by operation of law or otherwise.

"Treasury Regulations" means the regulations promulgated under the Code by the United States Department of the Treasury.

ARTICLE 2. FORMATION; NAME; PURPOSE; TERM

2.1 Partnership Relationship. The Effective Date begins this Agreement among the Partners. Subject to the exception in Corps. & Ass'ns § 9A-202(c), a partnership forms when two or more persons associate without incorporating to carry on a business for profit as co-owners, whether or not they intend to form one. This Agreement date alone does not establish when that association began. The Partners will record when their business association began: [__/__/____]. The Partners shall execute any filings applicable to their business. A Statement of Partnership Authority is optional under Corps. & Ass'ns Section 9A-303; the Partners may choose to file one under Section 2.8.

2.2 Name. The Partnership shall conduct its business under the name:

[________________________________]

or such other name as the Partners may unanimously approve. The Partners shall check any trade-name filing requirements applicable to the selected business name.

2.3 Trade Name. If the Partnership operates under a trade name (a name other than the names of the Partners), the Partnership shall file a trade name application with SDAT in accordance with Maryland law.

2.4 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental or ancillary thereto as the Partners may from time to time agree.

2.5 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

or at such other place within the State of Maryland as the Partners may from time to time determine by Majority Interest vote.

2.6 Administrative Contact. The Partners designate the following contact for routine Partnership correspondence under this Agreement:

Name: [________________________________]
Address: [________________________________]
[________________________________]

This designation is contractual; it is not a resident-agent appointment or a filing with SDAT. The Partners may change the contact by written notice to all Partners.

2.7 Term. The Partnership shall commence on the Effective Date and shall continue:

☐ At will, until dissolved in accordance with Article 12 of this Agreement or the Act.

☐ For a definite term ending on [__/__/____], unless sooner dissolved in accordance with Article 12 of this Agreement or the Act.

☐ Until the completion of the following particular undertaking: [________________________________], unless sooner dissolved in accordance with Article 12 of this Agreement or the Act.

2.8 Statement of Partnership Authority. If the Partners choose to file an optional Statement of Partnership Authority with SDAT under Corps. & Ass'ns Section 9A-303, they authorize the filing, which shall include:

(a) The name of the Partnership;
(b) The street address of the Partnership's chief executive office and of one (1) office in the State, if there is one;
(c) The names and mailing addresses of all Partners or of an agent appointed and maintained by the Partnership for the purpose of maintaining a list of the Partners;
(d) The names of Partners authorized to execute instruments transferring real property held in the name of the Partnership; and
(e) Such other matters as the Partners may determine.

ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date (or such later date as specified on Schedule A). Contributions may be made in cash or in property valued at the agreed fair market value as set forth on Schedule A.

3.2 Additional Contributions.

(a) No Partner shall be required to make additional Capital Contributions without such Partner's prior written consent.

(b) If the Partners determine by unanimous vote that additional capital is necessary for the Partnership's operations, the Partners shall have the right (but not the obligation) to make additional Capital Contributions pro rata in accordance with their Percentage Interests.

(c) A Partner who fails to make an additional Capital Contribution when due, after having agreed to do so, shall be subject to the remedies set forth in Section 13.1.

(d) Schedule A shall be amended to reflect any additional Capital Contributions made by the Partners.

3.3 Capital Accounts. A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Increased by (i) the amount of cash contributed by such Partner, (ii) the agreed fair market value of property contributed by such Partner (net of liabilities assumed), and (iii) allocations of Net Profits to such Partner; and

(b) Decreased by (i) the amount of cash distributed to such Partner, (ii) the agreed fair market value of property distributed to such Partner (net of liabilities assumed), and (iii) allocations of Net Losses to such Partner.

3.4 Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution or Capital Account balance.

3.5 Withdrawal of Capital. Except as expressly provided in this Agreement, no Partner may withdraw any part of its Capital Contribution or Capital Account balance without the unanimous written consent of all Partners.

3.6 No Priority. Except as specifically provided in this Agreement, no Partner shall have priority over any other Partner with respect to the return of Capital Contributions or distributions.

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Net Profits and Net Losses.

(a) Profits. Net Profits for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests.

(b) Losses. Net Losses for each Fiscal Year shall be allocated to the Partners in proportion to their respective Percentage Interests; provided, however, that Net Losses shall not be allocated to any Partner to the extent that such allocation would cause or increase a deficit balance in such Partner's Capital Account.

(c) Adjusted Capital Accounts. Capital Accounts shall be adjusted to reflect the allocations described herein and to comply with Treasury Regulation Section 1.704-1(b)(2)(iv) (the "Adjusted Capital Account").

(d) Regulatory Allocations. The following special allocations shall be made in the following order of priority:

(i) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be specially allocated items of income and gain in accordance with Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).

(ii) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner to eliminate the deficit balance in such Partner's Capital Account as quickly as possible.

4.2 Distributions.

(a) Cash available for distribution shall be distributed to the Partners at such times and in such amounts as determined by a Majority Interest vote, pro rata in accordance with their respective Percentage Interests.

(b) No distribution shall be made if, after giving effect thereto, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

(c) A Partner has no right to receive a distribution in any form other than cash, except as otherwise provided in Section 12.5 or with unanimous consent.

4.3 Tax Allocations. Items of Partnership income, gain, loss, deduction, and credit shall be allocated among the Partners for federal, state, and local income tax purposes in accordance with the allocations of Net Profits and Net Losses set forth in Section 4.1, except as otherwise required by Code Section 704(c) and the Treasury Regulations thereunder.

4.4 Withholding. The Partnership is authorized to withhold from distributions, or with respect to allocations, to a Partner and to pay over to any federal, state, or local government any amounts required to be withheld pursuant to the Code, Maryland law, or any other applicable provision of law. Any amounts so withheld shall be treated as distributions to the relevant Partner.

4.5 Partnership Representative. The following Partner is designated as the "Partnership Representative" within the meaning of Code Section 6223, as amended by the Bipartisan Budget Act of 2015:

Name: [________________________________]

(a) The Partnership Representative shall have the authority to act on behalf of the Partnership in all tax proceedings and audits before the Internal Revenue Service and the Comptroller.

(b) The Partnership Representative shall promptly notify all Partners of any administrative adjustment request or notice of any proceeding.

(c) If an election under Code Section 6226 (the "push-out" election) is available, the Partnership Representative shall make such election upon the written request of a Majority Interest of the Partners.

4.6 Tax Returns and Elections.

(a) The Partnership shall prepare and timely file all required federal, state (including Maryland Form 510 — Pass-Through Entity Income Tax Return), and local tax returns.

(b) All elections required or permitted to be made by the Partnership under the Code or Maryland law shall be made by the Partnership Representative with the consent of a Majority Interest of the Partners.

(c) The Partnership shall furnish to each Partner a Schedule K-1 (or equivalent) and any applicable Maryland Schedule K-1 equivalent within seventy-five (75) days after the end of each Fiscal Year.

(d) The Partnership shall consider whether to make the Electing Pass-Through Entity election under Maryland Form 511, and shall make such election only with the unanimous consent of all Partners.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. The Partnership shall be managed collectively by the Partners. Each Partner shall have equal rights in the management and conduct of the Partnership's business, pursuant to Corps. & Ass'ns Section 9A-401(f). Unless otherwise specified in this Agreement, any decision or action relating to the ordinary course of business requires the affirmative vote or consent of Partners holding a Majority Interest.

5.2 Managing Partner. The Partners may designate one or more Partners as "Managing Partner(s)" to oversee day-to-day operations:

☐ Managing Partner designated: [________________________________]

☐ No Managing Partner designated; all Partners share management equally.

The Managing Partner shall have authority to:

(a) Execute contracts in the ordinary course of business not exceeding $[____] individually or $[____] in the aggregate per Fiscal Year;
(b) Hire and supervise employees and independent contractors;
(c) Maintain Partnership bank accounts and make ordinary disbursements;
(d) Manage the Partnership's compliance with applicable Maryland laws and filing requirements;
(e) File all required documents with SDAT, the Comptroller, and other state agencies.

5.3 Major Decisions. The following actions require the unanimous written consent of all Partners:

(a) Amendment or modification of this Agreement;
(b) Admission of a new Partner;
(c) Sale, lease, exchange, or other disposition of all or substantially all of the Partnership's assets outside the ordinary course of business;
(d) Merger, conversion, or domestication of the Partnership;
(e) Voluntary dissolution of the Partnership;
(f) Incurring indebtedness in excess of $[____];
(g) Making any capital expenditure in excess of $[____];
(h) Entering into any agreement or transaction with an Affiliate of any Partner;
(i) Filing or settlement of any lawsuit or claim involving an amount in excess of $[____];
(j) Any act that would make it impossible to carry on the ordinary business of the Partnership.

5.4 Meetings.

(a) Regular Meetings. The Partners shall hold regular meetings at least [quarterly/annually] at the principal office or such other place as the Partners may agree.

(b) Special Meetings. Any Partner may call a special meeting upon at least five (5) business days' prior written notice to all other Partners, specifying the date, time, place, and purpose of the meeting.

(c) Telephonic/Electronic Participation. Partners may participate in meetings by telephone, video conference, or other electronic means through which all participants can simultaneously hear one another, and such participation shall constitute presence in person.

5.5 Quorum. Partners holding a Majority Interest, present in person, by proxy, or by electronic means, shall constitute a quorum for the transaction of business at any meeting.

5.6 Action Without Meeting. Any action that may be taken at a meeting of the Partners may be taken without a meeting if written consent setting forth the action to be taken is signed by Partners holding the requisite Percentage Interest required for such action.

5.7 Voting. Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest.

5.8 Minutes. Written minutes of each meeting shall be prepared and maintained as part of the Partnership's records.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants to the other Partners and to the Partnership as of the Effective Date and on each date on which such Partner acquires an additional interest in the Partnership:

6.1 Capacity and Authority. Such Partner has full legal right, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

6.2 Enforceability. This Agreement constitutes the legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally.

6.3 No Conflict. The execution, delivery, and performance of this Agreement by such Partner do not and will not (a) violate any law, rule, regulation, order, or decree applicable to such Partner, (b) conflict with or result in a breach of any agreement to which such Partner is a party, or (c) require the consent or approval of any third party that has not been obtained.

6.4 Investment Purpose. Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to distribution or resale.

6.5 Sophistication. Such Partner is a sophisticated investor, has had the opportunity to consult with independent legal, tax, and financial advisers of its choosing, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Partnership.

6.6 Information. Such Partner has been furnished with, and has had the opportunity to review, all information it considers necessary or appropriate for evaluating the Partnership and its investment therein.

6.7 Maryland Compliance. Such Partner is familiar with the requirements of the Act and other applicable Maryland laws and agrees to comply therewith.

6.8 Survival. The representations and warranties in this Article 6 shall survive the execution of this Agreement and shall continue in full force and effect for the duration of the Partnership.

ARTICLE 7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. The Partnership and each Partner shall comply in all material respects with all applicable federal, state (including Maryland), and local laws, rules, regulations, and ordinances in connection with the Partnership's business.

7.2 Good Faith and Fair Dealing. Each Partner shall discharge its duties and obligations under this Agreement and exercise any rights consistent with the obligation of good faith and fair dealing as set forth in Corps. & Ass'ns Section 9A-404.

7.3 Duty of Loyalty. Each Partner acknowledges and agrees to the duty of loyalty as set forth in Corps. & Ass'ns Section 9A-404(b), which includes the duties:

(a) To account to the Partnership and hold as trustee for it any property, profit, or benefit derived by the Partner in the conduct and winding up of the Partnership business or derived from a use by the Partner of Partnership property;

(b) To refrain from dealing with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership; and

(c) To refrain from competing with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership.

7.4 Non-Compete. During the term of the Partnership and for a period of [____] months following a Partner's withdrawal or dissociation, no Partner shall, directly or indirectly, engage in, own, manage, operate, control, or participate in any business that is competitive with the Partnership's business within the following geographic area:

[________________________________]

This restriction shall apply only to the extent enforceable under Maryland law.

7.5 Confidentiality.

(a) Each Partner shall hold in strict confidence all proprietary, financial, and business information of the Partnership ("Confidential Information") and shall not disclose any Confidential Information to any third party without the prior written consent of a Majority Interest, except as required by law, regulation, or legal process.

(b) This obligation shall survive the termination of this Agreement and any Partner's dissociation from the Partnership for a period of [____] years.

7.6 Non-Solicitation. During the term of the Partnership and for [____] months thereafter, no Partner shall solicit or attempt to solicit any customer, client, supplier, or employee of the Partnership for competitive purposes without the prior written consent of a Majority Interest.

7.7 Devotion of Time. Unless otherwise agreed in writing, each Partner shall devote such time and attention to the Partnership's business as is reasonably necessary for the proper conduct of its affairs.

7.8 Notice of Material Matters. Each Partner shall promptly notify the other Partners in writing of (a) any material breach or default under this Agreement, (b) any material adverse change in the Partnership's business, financial condition, or operations, and (c) any pending or threatened litigation against the Partnership or any Partner in its capacity as such.

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on:

☐ December 31 of each year.

☐ [________________________________] of each year.

8.2 Method of Accounting. The Partnership's books and records shall be maintained on the:

☐ Cash basis of accounting.

☐ Accrual basis of accounting.

in accordance with generally accepted accounting principles (GAAP) consistently applied, or such other method as may be required by the Code.

8.3 Books and Records. The Partnership shall maintain at its principal office complete and accurate books and records, including:

(a) A current list of the full name and last known business, residence, or mailing address of each Partner;
(b) A copy of this Agreement and any amendments thereto;
(c) Copies of the Partnership's federal, Maryland, and local tax returns for the three (3) most recent Fiscal Years;
(d) Copies of any Statement of Partnership Authority, Statement of Denial, Statement of Dissociation, and Statement of Dissolution filed with SDAT;
(e) Financial statements for the three (3) most recent Fiscal Years;
(f) Minutes of all Partnership meetings and records of all actions taken by the Partners;
(g) Copies of all SDAT Form 2 Personal Property Tax Returns; and
(h) The Partnership's trade name registration (if applicable).

8.4 Inspection Rights. Each Partner and its duly authorized representative may, upon reasonable written notice and during normal business hours, inspect, examine, and copy, at such Partner's expense, any of the Partnership's books and records, consistent with Corps. & Ass'ns Section 9A-403.

8.5 Financial Reports. The Partnership shall provide to each Partner:

(a) Within ninety (90) days after the end of each Fiscal Year, an annual financial statement including a balance sheet, income statement, and statement of cash flows;

(b) Within forty-five (45) days after the end of each calendar quarter, a quarterly summary of Partnership operations and financial condition; and

(c) Such other financial information as a Partner may reasonably request.

8.6 Bank Accounts. All Partnership funds shall be deposited in one or more bank accounts in the Partnership's name at financial institutions selected by the Partners. Withdrawals from such accounts shall require the signature of at least [____] Partner(s) or such authorized Person(s) as the Partners may designate.

8.7 Independent Accountant. The Partners may engage an independent certified public accountant to audit or review the Partnership's financial statements annually. The cost of such engagement shall be a Partnership expense.

ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance Policies. The Partnership shall obtain and maintain, at its expense, the following insurance coverage with financially sound and reputable insurers:

(a) Commercial General Liability Insurance with per-occurrence limits of not less than $[________________________________] and aggregate limits of not less than $[________________________________];

(b) Commercial Property Insurance covering the Partnership's tangible property against fire, theft, and other customary risks;

(c) Workers' Compensation Insurance as required by Maryland law (Md. Code, Labor and Employment, Title 9), if the Partnership has any employees;

(d) Professional Liability/Errors and Omissions Insurance (if applicable to the Partnership's business), with limits of not less than $[________________________________]; and

(e) Such other insurance as the Partners may determine appropriate for the Partnership's business.

9.2 Additional Insured. Each Partner shall be named as an additional insured on the Partnership's commercial general liability policy to the extent commercially feasible.

9.3 Risk Management. The Partnership shall implement and maintain appropriate risk management policies and procedures consistent with industry standards and applicable Maryland law.

9.4 Review of Coverage. The Partners shall review the Partnership's insurance coverage at least annually and adjust such coverage as reasonably necessary to protect the Partnership and the Partners.

ARTICLE 10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Mutual Indemnification. Each Partner (the "Indemnifying Partner") shall indemnify, defend, and hold harmless the other Partners, the Partnership, and their respective heirs, executors, administrators, successors, and assigns from and against any and all losses, damages, liabilities, claims, judgments, settlements, penalties, fines, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to:

(a) Any breach by the Indemnifying Partner of any representation, warranty, covenant, or obligation under this Agreement;
(b) The Indemnifying Partner's gross negligence or willful misconduct in connection with the Partnership's business; or
(c) Any act or omission by the Indemnifying Partner that is outside the scope of authority granted under this Agreement.

10.2 Partnership Indemnification. The Partnership shall indemnify each Partner against any Losses incurred by such Partner in the ordinary and proper conduct of the Partnership's business or for the preservation of the Partnership's business or property, to the fullest extent permitted by Corps. & Ass'ns Section 9A-401(c).

10.3 Advance of Expenses. The Partnership may, upon approval of a Majority Interest, advance expenses incurred by a Partner in defending any claim, action, suit, or proceeding, subject to an undertaking by such Partner to repay such advances if it is ultimately determined that such Partner is not entitled to indemnification.

10.4 Limitation of Liability.

(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages for an act or omission in that Partner's capacity as a Partner except for Losses arising from (i) fraud, (ii) grossly negligent or reckless conduct, (iii) intentional misconduct, (iv) a knowing violation of law, (v) a breach of a duty that this Agreement may not eliminate or unreasonably reduce under Corps. & Ass'ns Section 9A-103(b), or (vi) a transaction from which such Partner derived an improper personal benefit.

(b) The aggregate liability of any Partner under this Agreement shall not exceed:

☐ $[________________________________] (the "Liability Cap").

☐ No cap on liability.

Any selected cap is subject to the exceptions in Section 10.4(a) and does not limit a nonwaivable duty under Corps. & Ass'ns Sections 9A-103 and 9A-404.

10.5 Exculpation. No Partner shall be personally liable to the Partnership or any other Partner for any action taken or omitted to be taken in good faith reliance upon the records of the Partnership and upon information, opinions, reports, or statements presented by another Partner, an employee of the Partnership, or any accountant, legal counsel, or other professional adviser.

10.6 Third-Party Liability. Subject to the incoming-partner and limited-liability-partnership rules in Corps. & Ass'ns Section 9A-306, Partners are jointly and severally liable for Partnership obligations unless a claimant agrees otherwise or another law provides otherwise. An incoming Partner's liability for pre-admission obligations is satisfied only from Partnership property under Courts & Judicial Proceedings Section 5-420(b). A claimant seeking a Partner's assets must also satisfy the judgment and execution requirements of Section 9A-307. This Agreement does not diminish third-party rights under Maryland law.

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may Transfer all or any portion of its Partnership Interest without:

(a) The prior written consent of Partners holding at least [____]% of the non-transferring Percentage Interests;

(b) Compliance with all applicable federal and state securities laws; and

(c) Receipt by the Partnership of a written opinion of counsel (reasonably acceptable to the non-transferring Partners) that the Transfer is exempt from registration under applicable securities laws.

11.2 Right of First Refusal.

(a) If a Partner (the "Offering Partner") receives a bona fide written offer from a third party to purchase all or any portion of its Partnership Interest (a "Third-Party Offer"), the Offering Partner shall first provide written notice to the other Partners (the "ROFR Notice"), which shall include a complete copy of the Third-Party Offer and all material terms and conditions.

(b) The non-offering Partners shall have thirty (30) days from receipt of the ROFR Notice to elect to purchase the offered Partnership Interest on the same terms and conditions as the Third-Party Offer, pro rata in accordance with their respective Percentage Interests.

(c) If the non-offering Partners do not exercise their right of first refusal within the thirty (30)-day period, the Offering Partner may consummate the Transfer to the third party on terms no more favorable to the third party than those set forth in the Third-Party Offer, provided the Transfer is completed within ninety (90) days after expiration of the ROFR period.

11.3 Transferable Interest. Consistent with Corps. & Ass'ns Section 9A-502:

(a) The only transferable interest of a Partner in the Partnership is the Partner's share of the profits and losses and the right to receive distributions;

(b) A transfer of a Partner's transferable interest does not by itself cause the Partner's dissociation or a dissolution and winding up of the Partnership;

(c) A transferee of a Partner's transferable interest is not a Partner and has no right to participate in management.

11.4 Admission of New Partners. New Partners may be admitted to the Partnership only with the unanimous written consent of all existing Partners and upon execution of a joinder agreement in substantially the form attached as Schedule C.

11.5 Withdrawal.

(a) A Partner is requested to give ninety (90) days' prior written notice before voluntarily withdrawing. This notice preference does not eliminate the Partner's power to dissociate under Corps. & Ass'ns Section 9A-602(a), and the statutory effect of a withdrawal is governed by Section 9A-801 where applicable.

(b) In a partnership at will, a Partner's withdrawal constitutes dissociation under Corps. & Ass'ns Section 9A-601(1).

(c) In a partnership for a definite term or particular undertaking, a Partner who withdraws before the expiration of the term or completion of the undertaking is subject to Corps. & Ass'ns Section 9A-602(b) (wrongful dissociation).

11.6 Purchase Upon Withdrawal. Upon a Partner's withdrawal, the remaining Partners shall have the option (but not the obligation) to purchase the withdrawing Partner's Partnership Interest at fair market value as determined in accordance with Section 11.7.

11.7 Valuation.

(a) The fair market value of a withdrawing, deceased, or defaulting Partner's Partnership Interest shall be determined as of the date of withdrawal, death, or default (the "Valuation Date").

(b) The Partners shall endeavor in good faith to agree upon the fair market value within thirty (30) days of the Valuation Date. If the Partners cannot agree, the fair market value shall be determined by an independent appraiser selected by the Partners or, failing agreement on an appraiser, by the AAA.

(c) The cost of the appraisal shall be borne equally by the withdrawing Partner (or the estate of a deceased Partner) and the remaining Partners.

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Events of Dissociation. A Partner is dissociated from the Partnership upon the occurrence of any of the events set forth in Corps. & Ass'ns Section 9A-601, including but not limited to:

(a) The Partnership's having notice of the Partner's express will to withdraw;
(b) An event agreed to in this Agreement as causing the Partner's dissociation;
(c) The Partner's expulsion pursuant to this Agreement;
(d) The Partner's expulsion by unanimous vote of the other Partners if (i) it is unlawful to carry on the Partnership's business with that Partner, (ii) there has been a transfer of all or substantially all of that Partner's transferable interest, or (iii) the Partner is an entity that has been dissolved;
(e) For an individual Partner, death, appointment of a guardian or general conservator, or a judicial determination that the Partner cannot perform the Partner's duties under this Agreement (Md. Code, Corps. & Ass'ns § 9A-601(7));
(f) The Partner's bankruptcy; or
(g) A judicial determination under Corps. & Ass'ns Section 9A-601(5).

12.2 Effect of Dissociation. Upon dissociation under Corps. & Ass'ns Section 9A-603:

(a) The dissociated Partner's right to participate in management terminates;
(b) The dissociated Partner's duty of loyalty terminates as to future competitive activities; and
(c) The dissociated Partner's duties of loyalty and care continue only with regard to pre-dissociation matters.

12.3 Dissolution Events. The Partnership shall dissolve, and its business shall be wound up, only upon the first to occur of the following events, pursuant to Corps. & Ass'ns Section 9A-801:

(a) In a partnership at will, the Partnership's having notice from a Partner (other than a Partner dissociated under Section 9A-601(2) through (10)) of that Partner's express will to withdraw, or on a later date specified by the Partner. Any post-dissolution waiver of winding up is governed by Section 12.6;

(b) In a partnership for a definite term or particular undertaking:
(i) The expiration of ninety (90) days after a Partner's dissociation by death or otherwise under Corps. & Ass'ns Section 9A-601(6) through (10), or wrongful dissociation under Section 9A-602(b), unless before then a majority in interest of the remaining Partners specified by Section 9A-801(2)(i) agree to continue; or
(ii) The expiration of the term or the completion of the undertaking;

(c) An event agreed to in this Agreement as causing dissolution;

(d) An event that makes it unlawful for all or substantially all of the Partnership's business to be continued, unless the illegality is cured within ninety (90) days after notice to the Partnership as provided in Section 9A-801(4);

(e) Upon application by a Partner, a judicial determination under Corps. & Ass'ns Section 9A-801(5);

(f) Upon application by a transferee of a Partner's transferable interest, a judicial determination under Section 9A-801(6) that winding up is equitable; or

(g) The unanimous written agreement of all Partners. The mandatory judicial winding-up grounds in Section 9A-801(4)-(6) may not be waived by this Agreement under Section 9A-103(b)(8).

12.4 Statement of Dissolution. After dissolution, a Partner who has not wrongfully dissociated may file a Statement of Dissolution with SDAT under Corps. & Ass'ns Section 9A-805. The filing is optional.

12.5 Winding Up.

(a) Upon dissolution, the Partners who have not wrongfully dissociated may wind up the Partnership's affairs, pursuant to Corps. & Ass'ns Section 9A-803.

(b) During the winding-up period, the Partnership shall:
(i) Collect and liquidate Partnership assets in an orderly manner;
(ii) Apply Partnership assets to discharge obligations to creditors, including Partners who are creditors to the extent permitted by law, before distributing any surplus to the Partners under Corps. & Ass'ns § 9A-807(a);
(iii) Distribute any surplus to the Partners in accordance with their positive Capital Account balances; and
(iv) Complete any final tax or personal property filings applicable to the Partnership. The Partners may file the optional Statement of Dissolution described in Section 12.4.

12.6 Waiver of Winding Up. After dissolution and before winding up is completed, all Partners, including a dissociating Partner other than one who wrongfully dissociated, may waive winding up and termination under Corps. & Ass'ns Section 9A-802(b). The waiver does not adversely affect protected third-party rights that arose in reliance on the dissolution.

ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" occurs if a Partner (the "Defaulting Partner"):

(a) Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from any non-defaulting Partner specifying the breach in reasonable detail;

(b) Becomes insolvent or unable to pay debts as they become due;

(c) Files a voluntary petition in bankruptcy or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days;

(d) Has a receiver, trustee, or custodian appointed for all or a substantial portion of its assets;

(e) Engages in fraud, embezzlement, or criminal conduct relating to the Partnership; or

(f) Is convicted of a felony that materially and adversely affects the Partnership's business or reputation.

13.2 Remedies. Upon the occurrence of a Default, the non-defaulting Partners (the "Non-Defaulting Partners") may, individually or collectively, pursue one or more of the following remedies:

(a) Suspend the Defaulting Partner's voting rights and right to participate in management;

(b) Purchase the Defaulting Partner's Partnership Interest at the lesser of (i) fair market value as determined under Section 11.7 or (ii) book value of the Defaulting Partner's Capital Account;

(c) Offset any damages suffered by the Partnership or the Non-Defaulting Partners against amounts otherwise distributable to the Defaulting Partner;

(d) Expel the Defaulting Partner from the Partnership by unanimous vote of the Non-Defaulting Partners; or

(e) Pursue any other remedy available at law or in equity, including specific performance.

13.3 Cumulative Remedies. The remedies set forth in this Article 13 are cumulative and are in addition to any other remedies available under this Agreement, the Act, or applicable law.

13.4 Attorneys' Fees. In any action to enforce this Agreement or arising out of a Default, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs of suit from the non-prevailing party.

ARTICLE 14. RISK ALLOCATION

14.1 Insurance. See Article 9 for the Partnership's insurance and risk management obligations.

14.2 Force Majeure. Neither the Partnership nor any Partner shall be liable for any failure or delay in performing any obligation under this Agreement (other than an obligation to pay money) if such failure or delay results from any cause beyond the reasonable control of such party, including but not limited to natural disasters, acts of God, fire, flood, earthquake, hurricane, epidemic or pandemic, war, terrorism, labor disputes, governmental actions or orders, civil disturbance, power outages, or disruption of telecommunications or transportation (each, a "Force Majeure Event"); provided that:

(a) The affected party gives prompt written notice of the Force Majeure Event to the other Partners;
(b) The affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and
(c) The affected party resumes performance as soon as reasonably practicable after the cessation of the Force Majeure Event.

14.3 Mitigation. Each party shall use commercially reasonable efforts to mitigate any Losses for which the other party may be liable under this Agreement.

ARTICLE 15. DISPUTE RESOLUTION

15.1 Negotiation. The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (a "Dispute"), by negotiation. Any Partner may initiate the negotiation process by delivering written notice of the Dispute to the other Partners (the "Dispute Notice"). The Partners shall endeavor to resolve the Dispute within thirty (30) days after delivery of the Dispute Notice.

15.2 Mediation. If the Dispute is not resolved through negotiation within thirty (30) days, the Partners shall submit the Dispute to non-binding mediation administered by the AAA under its Commercial Mediation Procedures. The mediation shall take place in [________________________________], Maryland. The costs of the mediator shall be shared equally among the Partners involved in the Dispute.

15.3 Mandatory Arbitration. If the Dispute is not resolved through mediation within sixty (60) days after the Dispute Notice, the Dispute shall be submitted to final and binding arbitration administered by the AAA under its Commercial Arbitration Rules (the "Arbitration Rules"). The arbitration shall be conducted as follows:

(a) Seat. The seat of arbitration shall be [________________________________], Maryland.

(b) Arbitrator. The tribunal shall consist of one (1) arbitrator with at least ten (10) years of experience in partnership or commercial disputes in the State of Maryland.

(c) Award. The arbitrator shall issue a reasoned written award within thirty (30) days after the close of the hearing.

(d) Governing Law. The arbitrator shall apply the laws of the State of Maryland (without regard to conflicts-of-law principles) in deciding the Dispute.

15.4 Injunctive Relief and Exclusive Jurisdiction.

(a) Notwithstanding Section 15.3, any Partner may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in the court selected below (the "Exclusive Jurisdiction Court"), subject to its subject-matter jurisdiction and applicable venue rules, without first pursuing mediation or arbitration:

☐ Maryland state court in [________________________________] County (or Baltimore City).

☐ United States District Court for the District of Maryland, if federal jurisdiction and venue are proper, at [Baltimore / Greenbelt / Salisbury].

(b) Each Partner waives any objection to venue, forum non conveniens, or personal jurisdiction in the Exclusive Jurisdiction Court.

15.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.6 Confidentiality of Proceedings. All mediation and arbitration proceedings shall be treated as Confidential Information subject to Section 7.5.

15.7 Enforcement of Award. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

ARTICLE 16. GENERAL PROVISIONS

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, including the Act (Corps. & Ass'ns, Title 9A), without regard to any conflicts-of-law principles that would require the application of the laws of another jurisdiction.

16.2 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Partners.

16.3 Waiver. No failure or delay by any Partner in exercising any right, power, or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

16.4 Entire Agreement. This Agreement (including the Schedules and any joinder agreements) constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written.

16.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

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

16.7 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given upon:

(a) Personal delivery (upon receipt);
(b) Delivery by nationally recognized overnight courier service (one (1) business day after deposit with the courier);
(c) Transmission by email with confirmed read receipt (upon confirmation of receipt during normal business hours); or
(d) Deposit in the United States mail, first class, postage prepaid, certified or registered, return receipt requested (three (3) business days after deposit).

All notices shall be addressed to the Partner at the address set forth on Schedule A.

16.8 Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures and shall be binding on all Partners.

Separate consent to electronic transactions (Md. Code, Com. Law § 21-104): Partner initials [____] Partner initials [____]

16.9 Interpretation. In this Agreement, unless the context otherwise requires:

(a) Headings are for convenience only and shall not affect interpretation;
(b) Words in the singular include the plural and vice versa;
(c) "Including" means "including without limitation";
(d) References to Sections, Articles, and Schedules refer to those of this Agreement; and
(e) References to any statute or law include all amendments, successor legislation, and regulations promulgated thereunder.

16.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Partners and their permitted successors and assigns. Nothing in this Agreement is intended to confer upon any other Person any rights or remedies.

16.11 Further Assurances. Each Partner shall execute and deliver such additional documents and take such additional actions as may be reasonably necessary to effectuate the purposes of this Agreement.

16.12 Construction. This Agreement has been negotiated by the Partners and their respective counsel. No provision shall be construed against any Partner solely because such Partner (or its counsel) drafted the provision.

ARTICLE 17. MARYLAND-SPECIFIC PROVISIONS

17.1 Governing Statute. This Agreement is governed by the Maryland Revised Uniform Partnership Act, codified at Md. Code, Corps. & Ass'ns, Title 9A, Sections 9A-101 through 9A-1206 (the "Act"). Maryland adopted the Revised Uniform Partnership Act (RUPA). To the extent any provision of this Agreement conflicts with a mandatory provision of the Act (as set forth in Corps. & Ass'ns Section 9A-103), the Act shall control.

17.2 Non-Waivable Provisions (Corps. & Ass'ns Section 9A-103). The partnership agreement may not:

(a) Vary the rights and duties under Corps. & Ass'ns Section 9A-105, except that the agreement may eliminate the duty to provide copies of statements to all partners;
(b) Unreasonably restrict the right of access to books and records under Section 9A-403(b);
(c) Eliminate the duty of loyalty or good faith and fair dealing, or unreasonably reduce the duty of care, under Sections 9A-103(b) and 9A-404;
(d) Vary the power to dissociate as a partner under Section 9A-602(a);
(e) Vary the right of a court to expel a partner under Section 9A-601(5);
(f) Vary the requirement to wind up the partnership business in cases specified in Section 9A-801(4), (5), or (6); or
(g) Restrict the rights of third parties under the Act.

17.3 SDAT Filing Options and Applicable Requirements.

(a) Statement of Partnership Authority (Section 9A-303). The Partnership may file a Statement of Partnership Authority with SDAT. The Statement supplements the authority of Partners to enter into transactions on behalf of the Partnership and may limit the authority of specific Partners. A Statement granting authority to transfer real property must also be recorded in the county land records where the property is located.

(b) Statement of Denial (Section 9A-304). Any Partner or the Partnership may file a Statement of Denial with SDAT to deny a fact stated in the Statement of Partnership Authority.

(c) Statement of Dissociation (Section 9A-704). Upon a Partner's dissociation, the Partnership may file a Statement of Dissociation with SDAT.

(d) Statement of Dissolution (Section 9A-805). After dissolution, a Partner who has not wrongfully dissociated may file a Statement of Dissolution with SDAT.

(e) Trade Name Registration. If the Partnership operates under a trade name, the Partnership shall register the trade name with SDAT.

Note: Fees are approximate and subject to change. Verify current fees at dat.maryland.gov.

17.4 Personal Property Tax Return (Form 2).

(a) Form 2 Filing Requirement. A general partnership must file SDAT Form 2 if it possesses business personal property or needs a business license, under SDAT's 2026 instructions.

(b) Due Date. A required Form 2 is due by April 15th of each year.

(c) Filing Fee. Confirm any charge applicable to this Partnership's filing with SDAT's current Form 2 instructions. Do not apply Form 2's treatment to all business entities: SDAT's 2026 Form 1 lists a $300 fee for limited partnerships and other listed entities.

(d) Personal Property Tax Return. If the Partnership owns, leases, or uses any personal property (other than real estate, intellectual property, or vehicles registered with the MVA) located in Maryland, the Partnership must report such property on Form 2. Personal property is subject to assessment and taxation by the local jurisdiction where the property is located.

(e) Consequences of Failure to File Form 2. Failure to file a required Form 2 may result in an estimated assessment. Late filing may also result in a penalty and interest under SDAT's current Form 2 instructions. The Form 2 requirement does not itself convert a general partnership into a registered entity subject to charter forfeiture.

(f) Maryland Unique: Personal Property Tax on Partnerships. Maryland is one of the few states that imposes a personal property tax on business assets of partnerships. The tax rate varies by county/municipality. The Partnership must report the original cost of all business personal property (furniture, fixtures, equipment, inventory, etc.) on Form 2, and SDAT will issue an assessment. The local jurisdiction then bills the Partnership based on the assessed value.

17.5 Maryland Tax Obligations.

(a) Pass-Through Entity Income Tax Return — Form 510. The Partnership shall file Maryland Form 510 (Pass-Through Entity Income Tax Return) with the Comptroller for each taxable year. The return reports the Partners' shares of income and loss; the Partnership may also owe entity-level tax under Section 17.5(c) or (d).

(b) Due Date. Maryland Form 510 is due on the fifteenth (15th) day of the fourth (4th) month following the close of the taxable year (April 15 for calendar-year partnerships), under the current Comptroller instructions. Extensions may be available using Form 510/511E.

(c) Nonresident Tax Withholding. The Partnership shall withhold Maryland income tax on behalf of nonresident Partners pursuant to Md. Code, Tax-General, Section 10-102.1(b)(2)(i). The nonresident tax is computed on each nonresident member's distributive or pro rata share of the pass-through entity's taxable income allocable to Maryland.

(d) Electing Pass-Through Entity (Form 511). The Partnership may elect to pay tax on all members' shares under Md. Code, Tax-General § 10-102.1(b)(2)(ii). For individual members, the statutory rate combines the top Maryland individual State rate and the special nonresident rate under § 10-106.1; entity members have a separate corporate-rate calculation. Members may claim the statutory credit for their share of entity tax. This election shall be made only with the unanimous consent of all Partners under this Agreement.

(e) Maryland Schedule K-1 Equivalent. The Partnership shall furnish each Partner a Maryland Schedule K-1 (or equivalent) reflecting such Partner's share of Maryland income, deductions, and credits.

(f) Tax Without an All-Member Election. Even without an election to pay on all members' shares, § 10-102.1(b)(2)(i) requires the Partnership to pay the prescribed tax on Maryland-allocable shares of nonresident individual and nonresident entity members, subject to statutory exceptions. The treatment of that payment and any member credit follow § 10-102.1(c) and (e).

(g) Sales and Use Tax. If the Partnership makes sales of tangible personal property or certain services in Maryland, it must register with the Comptroller and collect Maryland sales tax (currently 6%).

17.6 Partnership Filings and Contact. A general partnership may file an optional statement under Corps. & Ass'ns Section 9A-105, including a statement of authority under Section 9A-303. The Administrative Contact in Section 2.6 is an internal designation and is not a statutory resident agent. SDAT's resident-agent change form addresses corporations, limited partnerships, LLCs, and LLPs; this general partnership has no corresponding resident-agent change filing. If the Partners later elect LLP status, they must review the separate LLP registration requirements.

17.7 Partner Liability Under Maryland Law.

(a) Joint and Several Liability. Under Corps. & Ass'ns Section 9A-306, all Partners are jointly and severally liable for all obligations of the Partnership unless otherwise agreed by the claimant or provided by law.

(b) Judgment Against Partnership. A judgment against the Partnership is not by itself a judgment against a Partner. It may not be satisfied from a Partner's assets unless there is also a judgment against that Partner; execution against the Partner's assets is further subject to Md. Code, Corps. & Ass'ns § 9A-307(d).

(c) Incoming Partner Liability. For obligations arising before a person's admission, Section 9A-306(b) incorporates Courts & Judicial Proceedings Section 5-420(b): the incoming Partner has liability, but it is satisfied only from Partnership property.

17.8 Conversion and Merger.

(a) Under Corps. & Ass'ns Title 9A, Subtitle 9 (Mergers) and Subtitle 12 (Conversions), the Partnership may merge with another entity or convert to a different type of entity (e.g., limited partnership, LLC, or corporation).

(b) Any merger or conversion requires compliance with Corps. & Ass'ns Sections 9A-901 et seq. (mergers) or Sections 9A-1201 et seq. (conversions) and the unanimous written consent of all Partners.

(c) A plan of merger or conversion must be filed with SDAT.

17.9 Contact Information.

ARTICLE 18. EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this General Partnership Agreement as of the Effective Date first written above.

PARTNER SIGNATURES

Partner 1:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: ___________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

Partner 2:

Name: [________________________________]
Title (if entity): [________________________________]

Signature: ___________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

Partner 3 (if applicable):

Name: [________________________________]
Title (if entity): [________________________________]

Signature: ___________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF MARYLAND
COUNTY/CITY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned Notary Public of the State of Maryland, in and for said County/City, personally appeared:

[________________________________]
[________________________________]
[________________________________]

known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: ___________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Capital Contributions: $[________________________________]
Total Percentage Interests: 100%

SCHEDULE B

ADDITIONAL PARTNER OBLIGATIONS AND SERVICES

SCHEDULE C

FORM OF JOINDER AGREEMENT

JOINDER TO GENERAL PARTNERSHIP AGREEMENT

The undersigned (the "New Partner") hereby agrees to become a Partner in [________________________________] (the "Partnership") and to be bound by all terms and conditions of the General Partnership Agreement dated [__/__/____] (as amended, the "Agreement"), as if the New Partner were an original signatory thereto.

Capital Contribution: $[________________________________]
Percentage Interest: [____]%
Effective Date of Admission: [__/__/____]

The New Partner makes the representations and warranties set forth in Article 6 of the Agreement as of the date hereof.

NEW PARTNER:

Name: [________________________________]
Signature: ___________________________________________
Date: [__/__/____]
Address: [________________________________]

ACKNOWLEDGED AND ACCEPTED BY EXISTING PARTNERS:

Name: [________________________________]
Signature: ___________________________________________
Date: [__/__/____]

Name: [________________________________]
Signature: ___________________________________________
Date: [__/__/____]

SCHEDULE D

MARYLAND FILING AND COMPLIANCE CHECKLIST

☐ Consider an optional Statement of Partnership Authority with SDAT (Corps. & Ass'ns Section 9A-303); confirm the current fee
☐ Register trade name with SDAT (if applicable) — Fee: ~$25.00
☐ Identify and circulate the Partnership's administrative contact under Section 2.6
☐ Obtain Federal Employer Identification Number (EIN) from IRS
☐ Register with Comptroller of Maryland for state tax purposes
☐ File Maryland Form 510 (Pass-Through Entity Income Tax Return) annually
☐ Consider Electing Pass-Through Entity election (Form 511)
☐ Furnish Maryland Schedule K-1 to each Partner
☐ File SDAT Form 2 Personal Property Tax Return by April 15 when required; confirm current filing fee with SDAT
☐ Report and pay personal property tax on business assets located in Maryland
☐ Register for Maryland sales tax collection (if applicable)
☐ Obtain any required local business licenses and permits
☐ Obtain required insurance coverage (see Article 9)
☐ Comply with Maryland workers' compensation requirements (Md. Code, Labor and Employment, Title 9)
☐ Open Partnership bank account(s)
☐ Renew trade name registration every five (5) years — Fee: ~$25.00
☐ Record Statement of Partnership Authority in county land records if Partnership owns real property

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. This template should be reviewed and customized by a qualified attorney licensed in the State of Maryland before use. Laws and regulations are subject to change, and the filing fees and requirements referenced herein should be verified with SDAT and the Comptroller of Maryland at the time of use. Maryland imposes unique personal property tax obligations on partnerships that require careful compliance. Do not execute this document without professional legal review. Use of this template does not create an attorney-client relationship with the template provider.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-27.