LIMITED PARTNERSHIP AGREEMENT

STATE OF ALASKA

DOCUMENT HEADER

This Limited Partnership Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and among the General Partner(s) and Limited Partner(s) identified in Schedule A (each, a "Partner" and together, the "Partners").

The Partners hereby form a limited partnership (the "Partnership") pursuant to and in accordance with the Alaska Revised Uniform Limited Partnership Act (AS 32.11) and the following terms and conditions.

RECITALS

A. The Partners desire to form a limited partnership for the purposes set forth herein;
B. The General Partner(s) shall manage the Partnership and bear unlimited liability;
C. The Limited Partner(s) shall contribute capital and have limited liability as provided by Alaska law; and
D. The Partners wish to set forth in writing their respective rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Partners agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Formation; Name; Purpose; Term
3. Partners; Capital Contributions
4. Allocations; Distributions; Tax Matters
5. Management by General Partner
6. Rights and Limitations of Limited Partners
7. Representations and Warranties
8. Books, Records, and Accounting
9. Transfer of Interests
10. Withdrawal; Removal of Partners
11. Dissolution and Winding Up
12. Indemnification; Liability
13. Dispute Resolution
14. General Provisions
15. Alaska-Specific Provisions
16. Execution

1. DEFINITIONS

"Alaska RULPA" means the Alaska Revised Uniform Limited Partnership Act, AS 32.11.

"Capital Account" means the capital account maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

"Capital Contribution" means the cash and fair market value of property contributed by a Partner.

"Certificate" means the Certificate of Limited Partnership filed with the Alaska Department of Commerce, Community, and Economic Development.

"General Partner" means [GENERAL PARTNER NAME(S)] and any successor general partner admitted pursuant to this Agreement.

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

"Partnership Interest" means a Partner's entire interest in the Partnership, including economic and governance rights.

"Percentage Interest" means the percentage set forth opposite each Partner's name on Schedule A.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed as a limited partnership under Alaska RULPA (AS 32.11) upon filing of the Certificate with the Alaska Department of Commerce, Community, and Economic Development.

2.2 Name. The Partnership shall conduct business under the name "[PARTNERSHIP NAME], LP" or such other name compliant with AS 32.11.102.

2.3 Purpose. The purpose of the Partnership is to [DESCRIBE BUSINESS PURPOSE], and to engage in any lawful activities incidental thereto.

2.4 Principal Office. The principal office shall be at [ADDRESS], Alaska.

2.5 Registered Agent. The Partnership's registered agent in Alaska shall be [REGISTERED AGENT NAME] at [REGISTERED AGENT ADDRESS], as required by AS 32.11.105.

2.6 Term. The Partnership shall continue until dissolved in accordance with Section 11.

3. PARTNERS; CAPITAL CONTRIBUTIONS

3.1 General Partner(s). The General Partner(s) listed on Schedule A shall manage the Partnership and have unlimited personal liability for Partnership obligations as provided in AS 32.11.404.

3.2 Limited Partner(s). The Limited Partner(s) listed on Schedule A shall have limited liability as provided in AS 32.11.303, provided they do not participate in control of the Partnership business.

3.3 Initial Capital Contributions. Each Partner shall contribute the Capital Contribution set forth on Schedule A.

3.4 Additional Contributions.
(a) General Partners may be required to make additional contributions as needed for Partnership operations.
(b) Limited Partners shall not be required to make additional contributions without consent.

3.5 No Interest on Capital. No Partner shall receive interest on Capital Contributions unless otherwise agreed.

3.6 Return of Contributions. No Partner may demand return of contributions except upon dissolution or as otherwise provided herein, subject to AS 32.11.607.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

4.1 Allocations. Profits and Losses shall be allocated to Partners in proportion to their Percentage Interests, subject to the following:
(a) Allocations shall have substantial economic effect under Treasury Regulation Section 1.704-1(b).
(b) Special allocations may be made as set forth in Schedule B.

4.2 Distributions. Distributions shall be made at such times and in such amounts as determined by the General Partner, pro rata in accordance with Percentage Interests.

4.3 Tax Matters Partner. The General Partner (or if more than one, [DESIGNATED PARTNER]) shall serve as the "partnership representative" under Code Section 6223.

4.4 Tax Elections. The General Partner shall make all tax elections on behalf of the Partnership.

5. MANAGEMENT BY GENERAL PARTNER

5.1 Authority. The General Partner shall have full, exclusive, and complete authority to manage and control the Partnership business, subject to the restrictions herein.

5.2 Standard of Care. The General Partner shall manage the Partnership in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

5.3 Major Decisions Requiring Consent. The following actions require approval of Limited Partners holding at least [___]% of Limited Partner Percentage Interests:
(a) Sale of all or substantially all Partnership assets;
(b) Merger, conversion, or domestication;
(c) Amendment of this Agreement that adversely affects Limited Partners;
(d) Admission of new General Partners;
(e) Voluntary dissolution;
(f) Incurrence of debt exceeding $[AMOUNT];
(g) Related-party transactions.

5.4 Compensation. The General Partner shall be entitled to [DESCRIBE COMPENSATION: management fee, reimbursement of expenses, etc.].

5.5 Other Activities. The General Partner may engage in other business activities, subject to fiduciary duties.

6. RIGHTS AND LIMITATIONS OF LIMITED PARTNERS

6.1 Limited Liability. Limited Partners shall not be liable for Partnership obligations beyond their Capital Contributions, provided they do not participate in control as defined in AS 32.11.303.

6.2 No Participation in Control. Limited Partners shall not participate in the management or control of the Partnership business. The following activities shall NOT constitute participation in control:
(a) Consulting with or advising the General Partner;
(b) Approving major decisions as specified in Section 5.3;
(c) Acting as an employee, contractor, or agent of the Partnership;
(d) Voting on matters specifically reserved to Limited Partners.

6.3 Information Rights. Limited Partners shall have the right to obtain information as provided in AS 32.11.305, including:
(a) Partnership financial statements;
(b) Tax returns;
(c) List of Partners;
(d) Copy of this Agreement and the Certificate.

6.4 Meetings. Limited Partners may request meetings upon written request of holders of at least [___]% of Limited Partner Interests.

7. REPRESENTATIONS AND WARRANTIES

Each Partner represents and warrants:

7.1 Authority. Such Partner has full authority to enter into this Agreement.

7.2 No Conflict. Execution does not conflict with any existing agreement or law.

7.3 Accredited Investor (if applicable). Each Limited Partner represents that it is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, or such other qualification as applicable.

7.4 Investment Intent. Each Partner is acquiring its Interest for investment and not for distribution.

8. BOOKS, RECORDS, AND ACCOUNTING

8.1 Books and Records. The Partnership shall maintain books and records at the principal office as required by AS 32.11.105.

8.2 Fiscal Year. The fiscal year shall end on [FISCAL YEAR END].

8.3 Financial Statements. The General Partner shall provide annual financial statements to all Partners within [90] days of fiscal year end.

8.4 Tax Returns. The General Partner shall prepare and file all required tax returns and provide Schedule K-1s to Partners.

9. TRANSFER OF INTERESTS

9.1 General Partner Transfers. A General Partner may not transfer its Interest without unanimous consent of all Partners.

9.2 Limited Partner Transfers. A Limited Partner may transfer its Interest only:
(a) With consent of the General Partner (not to be unreasonably withheld);
(b) In compliance with applicable securities laws; and
(c) Subject to the right of first refusal in Section 9.3.

9.3 Right of First Refusal. Before any transfer to a third party, the transferring Partner shall first offer its Interest to the other Partners on the same terms.

9.4 Admission of Transferee. A transferee shall not become a substituted Limited Partner unless admitted pursuant to this Agreement and any required amendments to the Certificate are filed.

10. WITHDRAWAL; REMOVAL OF PARTNERS

10.1 Withdrawal of General Partner. A General Partner may withdraw upon [180] days' prior written notice, subject to liability for breach of fiduciary duty if withdrawal violates this Agreement.

10.2 Withdrawal of Limited Partner. A Limited Partner may not withdraw prior to dissolution except as provided in this Agreement or by unanimous consent.

10.3 Removal of General Partner. The General Partner may be removed for cause by vote of Limited Partners holding at least [___]% of Limited Partner Interests. "Cause" includes fraud, willful misconduct, gross negligence, or material breach.

10.4 Effect of Withdrawal/Removal. Upon withdrawal or removal of the sole General Partner, the Limited Partners shall either:
(a) Appoint a successor General Partner within [90] days; or
(b) Dissolve the Partnership.

11. DISSOLUTION AND WINDING UP

11.1 Dissolution Events. The Partnership shall dissolve upon:
(a) Expiration of the term (if any);
(b) Unanimous written consent;
(c) Withdrawal, removal, or bankruptcy of all General Partners (unless a successor is appointed);
(d) Entry of judicial decree under AS 32.11.802; or
(e) Any other event specified in this Agreement.

11.2 Winding Up. Upon dissolution, the General Partner (or a liquidating trustee) shall wind up Partnership affairs, including:
(a) Liquidating assets;
(b) Paying creditors;
(c) Distributing remaining assets to Partners per Capital Accounts.

11.3 Certificate of Cancellation. Upon completion of winding up, a Certificate of Cancellation shall be filed with the Alaska DCCED pursuant to AS 32.11.203.

12. INDEMNIFICATION; LIABILITY

12.1 Indemnification of General Partner. The Partnership shall indemnify the General Partner against losses arising from good-faith performance of duties, except for gross negligence, willful misconduct, or breach of fiduciary duty.

12.2 Indemnification of Limited Partners. The Partnership shall indemnify Limited Partners against third-party claims arising from their status as Limited Partners, provided they have not participated in control.

12.3 Limitation of Liability. The General Partner shall not be liable to Limited Partners for good-faith business decisions, except as provided in Section 12.1.

12.4 Insurance. The Partnership may obtain liability insurance for Partners and the Partnership.

13. DISPUTE RESOLUTION

13.1 Negotiation. Partners shall first attempt good-faith negotiation.

13.2 Arbitration. Disputes not resolved within [30] days shall be submitted to binding arbitration in Anchorage, Alaska, under AAA Commercial Arbitration Rules.

13.3 Injunctive Relief. Notwithstanding Section 13.2, any Partner may seek injunctive relief in the state or federal courts in Alaska.

13.4 Governing Law. This Agreement is governed by Alaska law.

13.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALASKA LAW, EACH PARTNER WAIVES THE RIGHT TO JURY TRIAL.

14. GENERAL PROVISIONS

14.1 Amendments. This Agreement may be amended by the General Partner with consent of Limited Partners holding at least [___]% of Limited Partner Interests, except that amendments adversely affecting any Partner require that Partner's consent.

14.2 Entire Agreement. This Agreement constitutes the entire agreement among the Partners.

14.3 Severability. Invalid provisions shall be severed without affecting remaining provisions.

14.4 Notices. Notices shall be in writing, delivered to addresses on Schedule A.

14.5 Counterparts. This Agreement may be executed in counterparts.

14.6 Electronic Signatures. Electronic signatures are valid under Alaska's Uniform Electronic Transactions Act (AS 09.80).

15. ALASKA-SPECIFIC PROVISIONS

15.1 Certificate of Limited Partnership. The General Partner shall file and maintain the Certificate with the Alaska Department of Commerce, Community, and Economic Development as required by AS 32.11.201.

15.2 Annual Reports. The Partnership shall file required annual reports with the Alaska DCCED.

15.3 Foreign Limited Partnerships. If the Partnership is formed outside Alaska but does business in Alaska, it shall register as required by AS 32.11.902.

15.4 Liability Shield. Limited Partners' liability protection is governed by AS 32.11.303. Participation in control may result in loss of limited liability.

16. EXECUTION

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the Effective Date.

GENERAL PARTNER(S):

LIMITED PARTNER(S):

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

General Partners:
| Name | Capital Contribution | Percentage Interest |
|------|---------------------|---------------------|
| [GP NAME] | $[AMOUNT] | [%] |

Limited Partners:
| Name | Capital Contribution | Percentage Interest |
|------|---------------------|---------------------|
| [LP NAME] | $[AMOUNT] | [%] |
| [LP NAME] | $[AMOUNT] | [%] |

SCHEDULE B

SPECIAL ALLOCATIONS (IF ANY)

[Describe any special allocations of profits, losses, or specific items.]

SCHEDULE C

FORM OF JOINDER AGREEMENT

[Form for admission of additional Limited Partners.]