Partnership Agreement - General (Ohio)

GENERAL PARTNERSHIP AGREEMENT

STATE OF OHIO

This General Partnership Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and among the undersigned parties (each, a "Partner" and collectively, the "Partners").

The Partners hereby form a general partnership (the "Partnership") pursuant to and in accordance with the Ohio Uniform Partnership Act, Ohio Revised Code Chapter 1776, and upon the terms and conditions set forth herein.

RECITALS

WHEREAS, the Partners desire to associate themselves as a general partnership for the purposes set forth herein;

WHEREAS, each Partner will make or has made the capital contributions described on Schedule A attached hereto;

WHEREAS, the Partners wish to set forth in writing their respective rights, obligations, and duties with respect to the Partnership and its operations; and

WHEREAS, the Partners intend this Agreement to constitute the "partnership agreement" as defined in ORC § 1776.01(G);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained 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. Dispute Resolution
15. General Provisions
16. Ohio-Specific Provisions
17. Execution

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear in quotation marks at first usage.

"AAA" means the American Arbitration Association.

"Act" means the Ohio Uniform Partnership Act, Ohio Revised Code Chapter 1776, as amended from time to time.

"Adjusted Capital Account" means, with respect to each Partner, such Partner's Capital Account as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

"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 the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

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

"Bankruptcy" means, with respect to any Partner, (a) the filing of a voluntary petition in bankruptcy or the entry of an order for relief under any bankruptcy or insolvency law; (b) the making of a general assignment for the benefit of creditors; (c) the appointment of a receiver, trustee, or custodian for all or substantially all of such Partner's assets; or (d) the filing of an involuntary petition against such Partner that is not dismissed within sixty (60) days.

"Capital Account" means, for each Partner, the account maintained and adjusted in accordance with Section 3.5 and the applicable provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

"Capital Contribution" means, for any Partner, the total 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 set forth on Schedule A, as amended from time to time.

"CAT" means the Ohio Commercial Activity Tax imposed under ORC § 5751.01 et seq.

"Code" means the Internal Revenue Code of 1986, as amended.

"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 14.8.

"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.

"Managing Partner" has the meaning set forth in Section 5.5.

"Net Cash Flow" means the gross cash receipts of the Partnership from all sources, less all cash expenditures (including debt service, capital expenditures, and reserves established by the Partners), but excluding Capital Contributions and loan proceeds.

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

"ORC" means the Ohio Revised Code, as amended from time to time.

"Partner" and "Partners" have the meanings set forth in the preamble.

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

"Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the Partner's share of profits, losses, and distributions, and the Partner's right to participate in management.

"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, joint venture, trust, estate, unincorporated organization, governmental authority, or other entity.

"Statement of Authority" means a statement of partnership authority filed with the Ohio Secretary of State pursuant to ORC § 1776.33.

"Supermajority Interest" means Partners holding at least seventy-five percent (75%) of the aggregate Percentage Interests.

"Transfer" has the meaning set forth in Section 11.1.

"Treasury Regulations" means the regulations promulgated under the Code, as amended.

ARTICLE 2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is hereby formed as a general partnership under the laws of the State of Ohio pursuant to the Act, effective as of the Effective Date. The rights and obligations of the Partners shall be governed by this Agreement and, to the extent not inconsistent herewith, by the Act.

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

[________________________________]

or such other name as the Partners may unanimously approve in writing. If the Partnership operates under a name that does not include the surname of all Partners, the Partnership shall comply with all applicable trade name or fictitious name registration requirements in Ohio.

2.3 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental, necessary, or ancillary thereto, as permitted by Ohio law.

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

[________________________________]
[________________________________]
[________________________________]

The Partners may change the principal office by a Majority Interest vote.

2.5 Registered Agent. The Partnership's statutory agent for service of process in Ohio shall be:

Name: [________________________________]
Address: [________________________________]
City/State/ZIP: [________________________________]

as required by ORC § 1776.07. The statutory agent may be changed by filing an updated statement with the Ohio Secretary of State.

2.6 Term. The Partnership shall commence on the Effective Date and shall continue in perpetuity unless and until dissolved in accordance with Article 12 of this Agreement or by operation of law under the Act.

2.7 Statement of Partnership Authority. The Partners authorize and direct the filing of a Statement of Partnership Authority with the Ohio Secretary of State pursuant to ORC § 1776.33 (Form 535) and, if applicable, in the office of the county recorder of each county in which Partnership real property is situated. The Statement of Authority shall:

(a) State the street address of the Partnership's chief executive office and of at least one (1) office in Ohio;

(b) State the names and mailing addresses of all Partners, or the name and address of an information agent;

(c) State the name and address of the statutory agent for service of process;

(d) Identify the names of Partners authorized to execute instruments transferring real property held in the Partnership's name; and

(e) Describe any limitations on the authority of Partners to enter into transactions on behalf of the Partnership.

The Statement of Authority shall be renewed prior to its five (5)-year expiration date as provided in ORC § 1776.33(E).

2.8 Qualification in Other Jurisdictions. If the Partnership conducts business in jurisdictions outside Ohio, the Partners shall cause the Partnership to comply with all applicable registration, qualification, and filing requirements in such jurisdictions.

ARTICLE 3. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

3.1 Initial Capital Contributions. Each Partner shall contribute to the Partnership the Capital Contribution set forth opposite such Partner's name on Schedule A on or before the Effective Date. Capital Contributions may consist of cash, property, services rendered, promissory notes, or other obligations to contribute cash or property, as agreed by the Partners and specified on Schedule A.

3.2 Additional Capital Contributions.

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

(b) If the Partners determine that additional capital is needed for Partnership operations, the Managing Partner shall deliver written notice to all Partners specifying the amount and purpose of the additional capital. Each Partner shall have the right, but not the obligation, to contribute its pro rata share (based on Percentage Interests) of such additional capital within thirty (30) days of such notice.

(c) If any Partner elects not to contribute its pro rata share, the remaining Partners may contribute such shortfall, and the Percentage Interests shall be adjusted proportionally.

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

(a) Credited with (i) such Partner's Capital Contributions, (ii) such Partner's allocable share of Partnership income and gain, and (iii) the amount of any Partnership liabilities assumed by such Partner;

(b) Debited with (i) the amount of cash and the fair market value of property distributed to such Partner, (ii) such Partner's allocable share of Partnership losses and deductions, and (iii) the amount of any liabilities of such Partner assumed by the Partnership.

3.4 Interest on Capital Contributions. No Partner shall be entitled to interest on any Capital Contribution unless otherwise agreed to in writing by all Partners.

3.5 Withdrawal of Capital. Except as expressly provided in this Agreement, no Partner shall have the right to withdraw, reduce, or demand a return of all or any part of its Capital Contribution. No Partner shall have priority over any other Partner with respect to the return of Capital Contributions except as set forth on Schedule A.

3.6 Loans by Partners. Any Partner may, with the consent of a Majority Interest, make loans to the Partnership. Such loans shall not be treated as Capital Contributions. The terms of any loan, including interest rate, repayment schedule, and security, shall be documented in a separate written loan agreement approved by a Majority Interest.

ARTICLE 4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocation of Profits and Losses.

(a) Net Profits. Net profits of the Partnership for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests, unless otherwise agreed in writing by all Partners.

(b) Net Losses. Net losses of the Partnership for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of loss shall be made to any Partner to the extent that such allocation would create or increase a deficit balance in such Partner's Adjusted Capital Account.

(c) 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 allocated items of income and gain for such year in accordance with Treasury Regulations Section 1.704-2(f).

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

(iii) Nonrecourse Deductions. Nonrecourse deductions shall be allocated among the Partners in proportion to their respective Percentage Interests.

(d) Substantial Economic Effect. The Partners intend that all allocations under this Agreement satisfy the "substantial economic effect" test under Treasury Regulations Section 1.704-1(b). If the Partnership's tax counsel determines that any allocation does not have substantial economic effect, such allocation shall be adjusted to the minimum extent necessary to comply with the regulations.

4.2 Distributions.

(a) The Partnership shall distribute Net Cash Flow to the Partners at such times and in such amounts as determined by a Majority Interest, but not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually], in proportion to their respective Percentage Interests.

(b) Notwithstanding the foregoing, the Partnership shall distribute to each Partner, not later than [____] days prior to the due date for such Partner's estimated federal and state income tax payments, an amount sufficient to cover such Partner's estimated income tax liability arising from the Partnership's operations (the "Tax Distribution"), calculated at the highest marginal tax rate applicable to individuals resident in Ohio.

(c) 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.

4.3 Tax Elections. The Partnership shall make the following tax elections, unless the Partners unanimously determine otherwise:

(a) To adopt the calendar year as the Partnership's taxable year, or such other Fiscal Year as permitted by the Code;

(b) To adopt the accrual method of accounting (or such other method as permitted by the Code);

(c) To elect, pursuant to Code Section 754, to adjust the basis of Partnership property upon a transfer or distribution;

(d) Any other election the Partnership Representative deems appropriate.

4.4 Tax Returns. The Partnership shall prepare and timely file all required federal, state, and local tax returns, including IRS Form 1065 (U.S. Return of Partnership Income) and Ohio IT 1140 (Pass-Through Entity and Trust Withholding Tax Return) or Ohio IT 4708 (Annual Composite Income Tax Return), as applicable. The Partnership shall furnish to each Partner a completed Schedule K-1 and Ohio IT K-1 within seventy-five (75) days after the end of each Fiscal Year.

4.5 Partnership Representative. [________________________________] is hereby designated as the "Partnership Representative" within the meaning of Code Section 6223. The Partnership Representative shall have the authority and responsibility to act on behalf of the Partnership in any federal tax audit or judicial proceeding. The Partnership Representative shall:

(a) Promptly notify all Partners of any audit or proceeding;

(b) Keep the Partners informed of the status and results of any audit or proceeding;

(c) Not settle or compromise any tax matter without the consent of a Majority Interest;

(d) Elect to push out any imputed underpayment to the Partners under Code Section 6226, if feasible and if approved by a Majority Interest.

4.6 Withholding. The Partnership shall comply with all applicable federal, state, and local tax withholding requirements, including Ohio withholding requirements for nonresident partners under ORC § 5733.41.

ARTICLE 5. MANAGEMENT; VOTING; MEETINGS

5.1 Management Rights. Unless otherwise provided in this Agreement, the Partnership shall be managed collectively by all Partners. Each Partner shall have the right to participate in the management and conduct of Partnership business, subject to the voting requirements herein.

5.2 Voting. Except as otherwise specified herein, decisions of the Partnership shall require the affirmative vote or written consent of Partners holding a Majority Interest. Each Partner shall be entitled to vote in proportion to such Partner's Percentage Interest.

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

(a) Amendment or modification of this Agreement;

(b) Admission of a new Partner;

(c) Sale, exchange, lease, or other disposition of all or substantially all Partnership assets outside the ordinary course of business;

(d) Merger, conversion, or reorganization of the Partnership;

(e) Voluntary dissolution of the Partnership;

(f) Incurrence of indebtedness in excess of $[________________________________];

(g) Filing of a Statement of Authority or any amendment thereto;

(h) Any change in the nature or scope of the Partnership's business purpose;

(i) Entry into any transaction with a Partner or Affiliate of a Partner;

(j) Commencement or settlement of litigation where the amount in controversy exceeds $[________________________________].

5.4 Meetings.

(a) Regular Meetings. The Partners shall hold regular meetings at least [☐ monthly / ☐ quarterly] at the principal office or such other location as determined by the Partners.

(b) Special Meetings. Any Partner may call a special meeting upon not less than five (5) business days' prior written notice to all other Partners, specifying the date, time, place, and purpose of the meeting.

(c) Quorum. Partners holding a Majority Interest, present in person, by telephone or video conference, or by proxy, shall constitute a quorum for the transaction of business.

(d) Minutes. Written minutes shall be kept of all meetings and distributed to all Partners within ten (10) business days following each meeting.

(e) Action Without Meeting. Any action required or permitted to be taken at a meeting may be taken without a meeting if consented to in writing by Partners holding the requisite Percentage Interest for such action.

5.5 Managing Partner.

(a) The Partners may designate one or more Partners as "Managing Partner(s)" to manage the day-to-day operations of the Partnership. The initial Managing Partner shall be:

[________________________________]

(b) The Managing Partner shall have the authority to:

(i) Execute contracts and agreements on behalf of the Partnership in the ordinary course of business with a value not exceeding $[________________________________];

(ii) Hire and terminate employees and independent contractors;

(iii) Open and manage Partnership bank accounts;

(iv) Make routine expenditures within approved budgets;

(v) Represent the Partnership before third parties.

(c) The Managing Partner shall serve until resignation, removal by Majority Interest vote, or dissociation from the Partnership.

5.6 Duty of Care and Loyalty. Each Partner owes the Partnership and the other Partners the duties of care and loyalty as set forth in ORC § 1776.04. A Partner's duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. The duty of loyalty includes the obligation to account to the Partnership, refrain from dealing with the Partnership in an adverse capacity, and refrain from competing with the Partnership.

5.7 Compensation of Partners. No Partner shall receive compensation for services rendered to the Partnership except as approved by unanimous consent. Any approved compensation shall be treated as a guaranteed payment under Code Section 707(c) and set forth on Schedule D.

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 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 and deliver this Agreement and to perform all of its obligations hereunder. If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

6.2 No Conflict. The execution, delivery, and performance of this Agreement do not and will not (a) violate any provision of law, regulation, or court order applicable to such Partner; (b) conflict with or result in a breach of any agreement or instrument to which such Partner is a party; or (c) require any consent or approval not already obtained.

6.3 Investment Purpose. Such Partner is acquiring its Partnership Interest for investment purposes only, for its own account, and not with a view toward resale or distribution in violation of applicable securities laws.

6.4 Sophistication and Independent Counsel. Such Partner is financially sophisticated, has had the opportunity to consult with independent legal and tax advisors, and has not relied upon any representation or warranty of any other Partner except as expressly set forth in this Agreement.

6.5 Financial Capacity. Such Partner has the financial capacity to make its Capital Contribution and meet its obligations under this Agreement.

6.6 No Litigation. There is no pending or, to such Partner's knowledge, threatened litigation that would materially affect such Partner's ability to perform its obligations under this Agreement.

6.7 Compliance with Laws. Such Partner is in material compliance with all applicable laws and regulations, including all Ohio licensing and registration requirements.

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 a period of [____] years following the Effective Date, except that the representations in Sections 6.1 and 6.2 shall survive indefinitely.

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, and local laws, rules, and regulations, including all Ohio laws governing partnerships.

7.2 Non-Competition.

(a) During the term of the Partnership and for a period of [____] months following a Partner's dissociation or the dissolution of the Partnership, no Partner shall, directly or indirectly, own, manage, operate, consult for, or be employed by any business that is competitive with the Partnership's business within [________________________________] (the "Restricted Territory").

(b) The Partners acknowledge that the restrictions in this Section 7.2 are reasonable and necessary to protect the Partnership's legitimate business interests, goodwill, and proprietary information. Ohio courts may enforce reasonable non-competition covenants; however, if any court of competent jurisdiction determines that any restriction is unreasonable, the court is authorized to modify such restriction to the minimum extent necessary to make it enforceable under Ohio law.

(c) Exclusions. The restrictions in this Section 7.2 shall not apply to (i) passive ownership of less than five percent (5%) of the outstanding securities of a publicly traded company; or (ii) activities approved in writing by the other Partners.

7.3 Non-Solicitation. During the term of the Partnership and for a period of [____] months following a Partner's dissociation, no Partner shall, directly or indirectly, solicit, recruit, or hire any employee, contractor, customer, or supplier of the Partnership.

7.4 Confidentiality.

(a) Each Partner shall keep confidential all proprietary and confidential information of the Partnership, including trade secrets, customer lists, financial data, business plans, and operational methods (collectively, "Confidential Information").

(b) Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving Partner; (ii) was already known to the receiving Partner prior to disclosure; (iii) is independently developed by the receiving Partner; or (iv) is required to be disclosed by law, regulation, or court order, provided that the disclosing Partner gives prompt notice to the other Partners.

(c) The obligations under this Section 7.4 shall survive the dissociation of any Partner and the dissolution of the Partnership for a period of [____] years.

7.5 Notice of Material Matters. Each Partner shall promptly notify the other Partners of (a) any material breach or default under this Agreement; (b) any material adverse change in the Partnership's business, assets, or financial condition; (c) any threatened or pending litigation or governmental investigation affecting the Partnership; and (d) any event of Bankruptcy with respect to such Partner.

7.6 Devotion of Time. Unless otherwise agreed by the Partners, each Partner shall devote such time and attention to the Partnership's business as is reasonably necessary for the proper conduct thereof. Partners are not required to devote their full time and attention to the Partnership unless specified on Schedule D.

ARTICLE 8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall end on [________________________________] of each year, or such other date as the Partners may unanimously agree.

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

(a) A current list of the full name and last known mailing address of each Partner;

(b) Copies of all federal, state, and local income tax returns and reports for the three (3) most recent Fiscal Years;

(c) Copies of this Agreement, all amendments hereto, and any powers of attorney;

(d) A copy of the Statement of Authority filed with the Ohio Secretary of State;

(e) Financial statements of the Partnership for the three (3) most recent Fiscal Years;

(f) Books and records as required by ORC § 1776.03 and § 1776.19;

(g) Minutes of all Partner meetings and records of all actions taken by written consent.

8.3 Accounting Method. The Partnership's books shall be maintained on the [☐ cash / ☐ accrual] basis of accounting in accordance with generally accepted accounting principles (GAAP), consistently applied.

8.4 Financial Reporting. The Managing Partner or the Partnership's accountant shall prepare and distribute to each Partner:

(a) Monthly or quarterly unaudited financial statements within thirty (30) days after the end of each [☐ month / ☐ quarter];

(b) Annual financial statements within ninety (90) days after the end of each Fiscal Year;

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

8.5 Inspection Rights. Each Partner and its authorized representatives may, at any reasonable time upon reasonable prior notice, inspect, examine, and copy the books and records of the Partnership during normal business hours at the Partnership's principal office, as provided by ORC § 1776.19.

8.6 Bank Accounts. Partnership funds shall be deposited in one or more accounts in the Partnership's name at financial institutions selected by the Managing Partner. Withdrawals and transfers shall require the signature of [☐ one (1) / ☐ two (2)] authorized Partner(s).

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 audit or review shall be a Partnership expense.

ARTICLE 9. INSURANCE AND RISK MANAGEMENT

9.1 Required Insurance. The Partnership shall obtain and maintain, at its expense, the following insurance policies with coverage limits satisfactory to a Majority Interest:

(a) Commercial general liability insurance with a combined single limit of not less than $[________________________________] per occurrence and $[________________________________] in the aggregate;

(b) Property insurance covering Partnership real and personal property against fire, theft, and other customary risks;

(c) Workers' compensation insurance as required by Ohio law (ORC Chapter 4123) if the Partnership has employees;

(d) Professional liability (errors and omissions) insurance, if applicable to the Partnership's business, with limits of not less than $[________________________________];

(e) Business interruption insurance in such amounts as the Partners deem appropriate;

(f) Such other insurance as may be required by law or as the Partners deem advisable.

9.2 Additional Insured. Each Partner shall be named as an additional insured on all Partnership liability insurance policies where commercially feasible.

9.3 Ohio Workers' Compensation. If the Partnership employs workers, it shall comply with the Ohio Bureau of Workers' Compensation requirements, including maintaining coverage through the State Insurance Fund or qualifying as a self-insured employer under ORC § 4123.35.

9.4 Risk Management. The Partnership shall implement and maintain appropriate risk management policies consistent with industry standards, including but not limited to workplace safety programs, data security protocols, and compliance training.

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 officers, employees, agents, and representatives from and against any and all losses, damages, liabilities, claims, judgments, costs, 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) Any grossly negligent, reckless, or intentional misconduct of the Indemnifying Partner in connection with Partnership business;

(c) Any knowing violation of law by the Indemnifying Partner.

10.2 Notice and Defense. The indemnified party shall (a) promptly notify the Indemnifying Partner in writing of any claim for which indemnification is sought; (b) grant the Indemnifying Partner reasonable control of the defense and settlement of such claim; and (c) cooperate in the defense at the Indemnifying Partner's expense. Failure to provide prompt notice shall not relieve the Indemnifying Partner of its obligations except to the extent materially prejudiced by such delay.

10.3 Advance of Expenses. The Partnership may advance expenses incurred by any Partner in defending any action or proceeding, subject to repayment if such Partner is determined not to be entitled to indemnification hereunder.

10.4 Limitation of Liability.

(a) No Partner shall be liable to the Partnership or any other Partner for monetary damages for any act or omission in such Partner's capacity as a Partner, except for (i) a breach of the duty of loyalty as described in ORC § 1776.04(B); (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; (iii) a transaction from which the Partner derived an improper personal benefit; or (iv) fraud.

(b) The aggregate liability of each Partner under this Agreement shall not exceed [________________________________] (the "Liability Cap"); provided, however, that the Liability Cap shall not apply to Losses arising from fraud, willful misconduct, or a knowing violation of law.

(c) IN NO EVENT SHALL ANY PARTNER BE LIABLE TO ANY OTHER PARTNER OR THE PARTNERSHIP FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, EXCEPT IN CASES OF FRAUD OR WILLFUL MISCONDUCT.

10.5 Exculpation. No Partner shall be liable for any act or omission taken in good faith reliance upon (a) the records or books of account of the Partnership; (b) information, opinions, reports, or statements presented by any accountant, legal counsel, appraiser, or other expert; or (c) any other information reasonably believed by such Partner to be within the professional or expert competence of the person furnishing the same.

10.6 Insurance for Indemnification. The Partnership may purchase and maintain insurance on behalf of any Partner against any liability asserted against such Partner in connection with Partnership affairs.

ARTICLE 11. TRANSFER OF INTERESTS; ADMISSION; WITHDRAWAL

11.1 Restrictions on Transfer. No Partner may sell, assign, pledge, encumber, hypothecate, gift, or otherwise transfer (collectively, "Transfer") all or any portion of its Partnership Interest without:

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

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

(c) The delivery of an opinion of counsel, satisfactory to the Partnership, that such Transfer is exempt from registration under applicable securities laws.

11.2 Right of First Refusal.

(a) If any Partner (the "Offering Partner") receives a bona fide written offer from a third party (the "Third-Party Offer") to purchase all or any portion of such Partner's Partnership Interest, the Offering Partner shall promptly deliver written notice (the "Offer Notice") to the other Partners, including a complete copy of the Third-Party Offer.

(b) The other Partners shall have thirty (30) days from receipt of the Offer Notice to elect to purchase the offered interest on substantially the same terms and conditions as the Third-Party Offer, pro rata based on their respective Percentage Interests (excluding the Offering Partner).

(c) If the other 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 stated in the Third-Party Offer, provided the Transfer is completed within ninety (90) days.

11.3 Buy-Sell Provisions.

(a) Triggering Events. Upon the occurrence of any of the following events with respect to a Partner (the "Triggering Partner"), the remaining Partners shall have the option to purchase the Triggering Partner's Partnership Interest:

(i) Death or permanent disability of the Triggering Partner (if an individual);
(ii) Bankruptcy of the Triggering Partner;
(iii) Material breach of this Agreement not cured within the applicable cure period;
(iv) Retirement of the Triggering Partner with at least [____] days' prior written notice.

(b) Valuation. The purchase price for the Triggering Partner's Partnership Interest shall be determined by [☐ mutual agreement / ☐ independent appraisal / ☐ formula set forth on Schedule E].

(c) Payment Terms. The purchase price shall be paid [☐ in full at closing / ☐ in [____] equal installments over [____] months, with interest at the rate of [____]% per annum].

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. The admission of a new Partner shall not dissolve the existing Partnership.

11.5 Withdrawal.

(a) A Partner may withdraw from the Partnership upon not less than ninety (90) days' prior written notice to all other Partners.

(b) A withdrawing Partner's Partnership Interest shall be purchased by the remaining Partners or the Partnership at a price determined in accordance with Section 11.3(b).

(c) A Partner who withdraws in violation of this Agreement shall be liable for damages caused by such wrongful withdrawal as provided in ORC § 1776.52.

ARTICLE 12. DISSOCIATION; DISSOLUTION; WINDING UP

12.1 Dissociation. A Partner shall be dissociated from the Partnership upon the occurrence of any of the following events, as provided in ORC § 1776.51:

(a) Receipt by the Partnership of 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, other than a transfer for security purposes; or
(iii) The Partner is a corporation, partnership, LLC, or other entity that has dissolved and its business is being wound up;

(e) On application by the Partnership or another Partner, the Partner's expulsion by judicial determination under ORC § 1776.51(E);

(f) The Partner's Bankruptcy;

(g) The death of the Partner (if an individual), or appointment of a guardian or conservator;

(h) In the case of an entity Partner, the termination of such entity.

12.2 Effect of Dissociation. Upon dissociation:

(a) The dissociated Partner's right to participate in the management and conduct of the Partnership's business terminates;

(b) The dissociated Partner's duty of loyalty and duty of care under ORC § 1776.04 terminate with respect to matters arising and events occurring after dissociation;

(c) The dissociated Partner's interest shall be purchased by the remaining Partners or the Partnership in accordance with Section 11.3.

12.3 Dissolution Events. The Partnership shall be dissolved upon the first to occur of the following (each, a "Dissolution Event"):

(a) The unanimous written agreement of all Partners;

(b) The occurrence of an event that makes it unlawful for all or substantially all of the Partnership's business to be continued;

(c) On application by a Partner, a judicial determination that (i) the economic purpose of the Partnership is likely to be unreasonably frustrated, (ii) another Partner has engaged in conduct that makes it not reasonably practicable to carry on the business in partnership with such Partner, or (iii) it is not otherwise reasonably practicable to carry on the Partnership business in conformity with this Agreement, as provided in ORC § 1776.61;

(d) The dissociation of a Partner that results in dissolution under ORC § 1776.61(B), unless within ninety (90) days after dissociation, a majority in interest of the remaining Partners agrees to continue the Partnership;

(e) The sale or other disposition of all or substantially all Partnership assets and the collection of all amounts due from such disposition.

12.4 Winding Up. Upon dissolution:

(a) The Partners who have not wrongfully caused dissolution (or, if none, all Partners) shall wind up the Partnership's affairs in accordance with ORC § 1776.63;

(b) During the winding up period, the Partnership shall continue in existence for the limited purpose of winding up its affairs, including collecting debts, selling assets, and discharging liabilities;

(c) Each Partner shall cooperate in the winding up process;

(d) The Partnership shall file a statement of dissolution with the Ohio Secretary of State pursuant to ORC § 1776.35.

12.5 Distribution Upon Liquidation. After dissolution and winding up, the assets of the Partnership shall be applied and distributed in the following order of priority:

(a) First, to the payment of debts and liabilities owed to creditors (including Partners who are creditors), in the order of priority required by law;

(b) Second, to the establishment of reasonable reserves for contingent or unforeseen liabilities;

(c) Third, to the return of Capital Contributions to Partners;

(d) Fourth, to the Partners in proportion to their positive Capital Account balances.

12.6 Deficit Capital Account. No Partner shall be required to restore a deficit in its Capital Account upon dissolution, unless otherwise required by law or agreed by the Partners.

ARTICLE 13. DEFAULT AND REMEDIES

13.1 Events of Default. A "Default" shall occur with respect to a Partner (the "Defaulting Partner") upon the occurrence of any of the following:

(a) Material breach of any representation, warranty, covenant, or obligation under this Agreement that is not cured within thirty (30) days after written notice from a non-defaulting Partner (or such longer cure period as is reasonably necessary if the breach cannot be cured within thirty (30) days, provided the Defaulting Partner commences the cure within such period and diligently pursues the cure to completion);

(b) A Partner's Bankruptcy;

(c) A Partner's commission of fraud, embezzlement, or criminal conduct relating to the Partnership;

(d) A Partner's knowing or intentional violation of law that materially and adversely affects the Partnership;

(e) A Partner's failure to make a required Capital Contribution within fifteen (15) days after written demand.

13.2 Remedies. Upon the occurrence and continuation of a Default, the non-defaulting Partners (each, a "Non-Defaulting Partner") may, individually or collectively, exercise 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 a price equal to the lesser of (i) fair market value or (ii) book value, less any damages caused by the Default;

(c) Offset any amounts owed by the Defaulting Partner against distributions otherwise payable to the Defaulting Partner;

(d) Seek specific performance, injunctive relief, or any other remedy available at law or in equity;

(e) Expel the Defaulting Partner from the Partnership in accordance with Section 12.1.

13.3 Cumulative Remedies. The remedies set forth herein are cumulative and not exclusive. The exercise of one remedy shall not preclude the exercise of any other remedy.

13.4 Attorneys' Fees. In any action, suit, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses of litigation from the non-prevailing party.

ARTICLE 14. DISPUTE RESOLUTION

14.1 Negotiation. The Partners shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") by direct negotiation among the Partners. A Partner initiating a Dispute shall deliver written notice (a "Dispute Notice") to the other Partners describing the nature of the Dispute.

14.2 Mediation. If the Dispute is not resolved within thirty (30) days after delivery of the Dispute Notice, 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 [________________________________], Ohio. The costs of mediation shall be shared equally by the parties to the Dispute.

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

(a) The seat of arbitration shall be [________________________________], Ohio;

(b) The tribunal shall consist of one (1) arbitrator (or three (3) arbitrators if the amount in controversy exceeds $[________________________________]) who shall have at least ten (10) years of experience in partnership, commercial, or business law;

(c) The arbitrator(s) shall issue a reasoned award within sixty (60) days after the close of the hearing;

(d) The arbitral award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction in Ohio.

14.4 Injunctive Relief. Notwithstanding the foregoing, any Partner may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in [________________________________] County, Ohio (the "Exclusive Jurisdiction Courts"), and each Partner irrevocably submits to the exclusive jurisdiction of such courts for that purpose.

14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, including the Act, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY OHIO LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTNERSHIP, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.7 Confidentiality of Proceedings. All mediation and arbitration proceedings, including any discovery conducted therein and the resulting award, shall be confidential and shall not be disclosed to any third party except as required by law or as necessary to enforce the award.

14.8 Force Majeure. Neither the Partnership nor any Partner shall be liable for any delay or failure to perform any obligation under this Agreement (other than the payment of money) to the extent such delay or failure is caused by events beyond such party's reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, epidemics, governmental actions, or interruptions of utility services (each, a "Force Majeure Event"), provided that the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

ARTICLE 15. GENERAL PROVISIONS

15.1 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Partners, unless a different voting threshold is specified herein for a particular provision.

15.2 Waiver. No failure or delay by any Partner in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.

15.3 Entire Agreement. This Agreement, together with all Schedules and Exhibits attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, understandings, and agreements among the Partners, whether written or oral.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Partners' original intent.

15.5 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.

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

(a) Personal delivery;

(b) One (1) business day after deposit with a nationally recognized overnight courier service, prepaid;

(c) Three (3) business days after deposit in the United States mail, first class, postage prepaid, certified or registered, return receipt requested; or

(d) The date of confirmed transmission by email (with a copy sent by one of the methods above);

addressed to the Partner at the address set forth on Schedule A, or such other address as the Partner may designate in writing.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of 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, including PDF, DocuSign, or other electronic signature platforms, shall be deemed original signatures and shall be binding on the signatory.

15.8 Interpretation. Unless the context requires otherwise:

(a) Headings are for convenience only and shall not affect interpretation;

(b) "Including" means "including without limitation";

(c) Words in the singular include the plural and vice versa;

(d) References to Articles, Sections, and Schedules refer to Articles, Sections, and Schedules of this Agreement;

(e) "Herein," "hereof," and "hereunder" refer to this Agreement as a whole.

15.9 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to confer upon any Person other than the Partners and their permitted successors and assigns any rights, remedies, or obligations under or by reason of this Agreement.

15.10 Further Assurances. Each Partner shall execute and deliver such further documents and instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

15.11 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Partnership or any creditor of any Partner, except to the extent required by applicable law.

ARTICLE 16. OHIO-SPECIFIC PROVISIONS

16.1 Governing Statute. This Partnership is formed under and governed by the Ohio Uniform Partnership Act, ORC Chapter 1776, effective August 1, 2008 (as subsequently amended). To the extent any provision of this Agreement conflicts with a non-waivable provision of ORC Chapter 1776, the statutory provision shall control, as provided in ORC § 1776.03.

16.2 Non-Waivable Provisions. Pursuant to ORC § 1776.03(B), the partnership agreement may not:

(a) Vary the rights and duties under ORC § 1776.03 (relating to non-waivable provisions);

(b) Unreasonably restrict the right of access to books and records under ORC § 1776.19;

(c) Eliminate the duty of loyalty under ORC § 1776.04(B), but may identify specific types or categories of activities that do not violate the duty of loyalty if not manifestly unreasonable;

(d) Unreasonably reduce the duty of care under ORC § 1776.04(C);

(e) Eliminate the obligation of good faith and fair dealing under ORC § 1776.04(D);

(f) Vary the power to dissociate under ORC § 1776.52(A), except to require notice in a stated period of time not exceeding 180 days;

(g) Vary the right of a court to expel a Partner under ORC § 1776.51(E);

(h) Vary the requirement to wind up Partnership business under ORC § 1776.63;

(i) Restrict rights of third parties under the Act.

16.3 Statement of Partnership Authority Filing.

(a) Filing Requirement. The Partnership shall file a Statement of Partnership Authority (Form 535) with the Ohio Secretary of State pursuant to ORC § 1776.33.

(b) Filing Fee. The filing fee for the Statement of Partnership Authority is $99.00 (as of 2026; verify current fee with the Ohio Secretary of State).

(c) Renewal. The Statement of Authority is automatically canceled five (5) years after the date on which the statement (or the most recent amendment) is filed, unless earlier canceled. The Partners shall ensure timely renewal of the Statement of Authority.

(d) Real Property. If the Partnership holds title to real property in Ohio, a certified copy of the Statement of Authority (or amendment or cancellation) shall be recorded in the office of the county recorder in each county in which Partnership real property is located, as provided in ORC § 1776.33(D).

(e) Contact Information:
Ohio Secretary of State, Business Services Division
30 East Broad Street, 14th Floor
Columbus, Ohio 43215
Telephone: (614) 466-3910
Website: www.ohiosos.gov

16.4 Statutory Agent for Service of Process.

(a) The Partnership shall maintain a statutory agent in Ohio for service of process as required by ORC § 1776.07.

(b) The statutory agent must be either (i) a natural person who is a resident of Ohio, or (ii) a domestic or foreign entity authorized to transact business in Ohio that has a business address in Ohio.

(c) The statutory agent may be changed by filing an updated appointment with the Ohio Secretary of State.

16.5 Ohio Tax Matters.

(a) Pass-Through Entity Tax. The Partnership shall comply with all Ohio pass-through entity tax requirements. Partners may elect to have the Partnership file Ohio IT 4708 (Annual Composite Income Tax Return) to pay Ohio income tax on behalf of nonresident Partners.

(b) Commercial Activity Tax (CAT). The Partnership shall register for and comply with the Ohio Commercial Activity Tax under ORC § 5751.01 et seq. As of 2025:

The CAT is measured on taxable gross receipts from business activities in Ohio and is separate from income taxes. The Partnership shall file the CAT return annually.

(c) Municipal Income Tax. Ohio municipalities impose a local income tax on net profits of businesses, including partnerships. The Partnership shall:

(i) Register with each Ohio municipality in which the Partnership conducts business or maintains a presence;

(ii) File municipal net profits tax returns in each applicable municipality;

(iii) Withhold and remit municipal income taxes for employees as required;

(iv) File municipal net profits tax returns by the extended deadline of November 15 (as amended by recent Ohio legislation);

(v) Consider the modified apportionment formula for remote or hybrid workers, if applicable.

(d) Small Business Income Deduction (SBID). Ohio allows partners to deduct the first $250,000 of business income ($125,000 for married filing separately) from Ohio adjusted gross income. Partnership income allocated to individual Ohio-resident partners may qualify for this deduction.

(e) Withholding for Nonresident Partners. The Partnership shall withhold Ohio income tax on distributive shares allocated to nonresident partners as required by ORC § 5733.41.

16.6 Ohio Partnership Property. Under ORC § 1776.23, property acquired by the Partnership is property of the Partnership and not of the individual Partners. A Partner is not a co-owner of Partnership property and has no interest in Partnership property that can be transferred, either voluntarily or involuntarily.

16.7 Joint and Several Liability. Under ORC § 1776.36, all Partners are liable jointly and severally for all debts and obligations of the Partnership unless otherwise provided by law. Partners should carefully consider this liability exposure.

16.8 Conversion to LLP. The Partners may, by unanimous vote, elect to convert the Partnership to a Limited Liability Partnership ("LLP") by filing a Statement of Qualification with the Ohio Secretary of State pursuant to ORC § 1776.81. Conversion to an LLP provides individual Partners with protection from personal liability for the negligence, wrongful acts, or misconduct of other Partners while they remain personally liable for their own acts.

16.9 Ohio Trade Name Registration. If the Partnership operates under a name that does not include the names of all Partners, the Partnership should consider filing a trade name registration with the Ohio Secretary of State to provide public notice of the Partnership's existence and ownership.

ARTICLE 17. EXECUTION

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

PARTNER SIGNATURE BLOCKS

PARTNER 1:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction of Organization: [________________________________]
Title of Signatory: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 2:

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction of Organization: [________________________________]
Title of Signatory: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

PARTNER 3 (if applicable):

Name: [________________________________]

☐ Individual ☐ Entity

If Entity — Entity Name: [________________________________]
Jurisdiction of Organization: [________________________________]
Title of Signatory: [________________________________]

Signature: _______________________________________________

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

Email: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF OHIO
COUNTY OF [________________________________]

Before me, the undersigned notary public, on this [____] day of [________________________________], 20[____], 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 Signature: _______________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

SCHEDULE A — PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Total Percentage Interests: 100%

If property is contributed, attach a description and agreed fair market value as Schedule A-1.

SCHEDULE B — OHIO SECRETARY OF STATE FILING REFERENCE

Note: Filing fees are subject to change. Verify current fees at www.ohiosos.gov or by calling (614) 466-3910.

SCHEDULE C — FORM OF JOINDER AGREEMENT

The undersigned hereby agrees to become a Partner of [________________________________] (the "Partnership") and to be bound by all of the terms, conditions, and provisions of the General Partnership Agreement dated [__/__/____], as amended (the "Agreement"). The undersigned acknowledges receipt and review of a complete copy of the Agreement.

New Partner Information:

Name: [________________________________]

Address: [________________________________]

Capital Contribution: $[________________________________]

Percentage Interest (as adjusted): [____]%

Effective Date of Admission: [__/__/____]

Signature: _______________________________________________

Date: [__/__/____]

Acknowledged and Approved by Existing Partners:

SCHEDULE D — PARTNER DUTIES AND COMPENSATION

SCHEDULE E — VALUATION METHODOLOGY

For purposes of determining the fair market value of a Partner's Partnership Interest under Sections 11.3 and 13.2, the following methodology shall apply:

☐ Option 1: Agreed Value. The Partners shall attempt to agree upon the fair market value within thirty (30) days after the triggering event.

☐ Option 2: Independent Appraisal. If the Partners cannot agree, each side shall select one (1) independent appraiser, and the two appraisers shall select a third. The average of the three appraisals (or, if the three values differ by more than 20%, the median) shall be the fair market value. The cost of appraisal shall be borne equally by the parties.

☐ Option 3: Formula. Fair market value shall equal [____] times the Partnership's average annual net income for the [____] most recent completed Fiscal Years, plus the book value of Partnership assets, less all Partnership liabilities.

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in the State of Ohio before execution. Laws and filing requirements change frequently. The statutory citations and filing fees referenced herein are current as of the date of this template and should be independently verified. Do not use this template without professional legal review. No attorney-client relationship is created by the use of this template.

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