LIMITED PARTNERSHIP AGREEMENT

STATE OF ARKANSAS

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.

The Partners hereby form a limited partnership (the "Partnership") pursuant to and in accordance with the Arkansas Revised Uniform Limited Partnership Act (Ark. Code Ann. § 4-47-101 et seq.).

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. Arkansas-Specific Provisions
16. Execution

1. DEFINITIONS

"Arkansas RULPA" means the Arkansas Revised Uniform Limited Partnership Act, Ark. Code Ann. § 4-47-101 et seq.

"Certificate" means the Certificate of Limited Partnership filed with the Arkansas Secretary of State.

"General Partner" means [GENERAL PARTNER NAME(S)].

"Limited Partner" means each Person identified as a limited partner on Schedule A.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed under Arkansas RULPA upon filing of the Certificate with the Arkansas Secretary of State.

2.2 Name. The Partnership shall conduct business under the name "[PARTNERSHIP NAME], LP" compliant with Ark. Code Ann. § 4-47-108.

2.3 Purpose. [DESCRIBE BUSINESS PURPOSE].

2.4 Principal Office. [ADDRESS], Arkansas.

2.5 Registered Agent. [REGISTERED AGENT NAME] at [REGISTERED AGENT ADDRESS] per Ark. Code Ann. § 4-47-114.

3. PARTNERS; CAPITAL CONTRIBUTIONS

3.1 General Partner(s) have unlimited liability per Ark. Code Ann. § 4-47-404.

3.2 Limited Partner(s) have limited liability per Ark. Code Ann. § 4-47-303.

3.3 Capital Contributions per Schedule A.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

Profits and Losses allocated per Percentage Interests. Distributions as determined by General Partner.

5. MANAGEMENT BY GENERAL PARTNER

General Partner has exclusive management authority. Major decisions require Limited Partner consent.

6. RIGHTS AND LIMITATIONS OF LIMITED PARTNERS

6.1 Limited Liability per Ark. Code Ann. § 4-47-303.

6.2 No participation in control. Information rights per Ark. Code Ann. § 4-47-304.

7. REPRESENTATIONS AND WARRANTIES

Authority; No Conflict; Accredited Investor status; Investment Intent.

8. BOOKS, RECORDS, AND ACCOUNTING

Maintained per Arkansas RULPA. Annual financial statements provided within [90] days of fiscal year end.

9. TRANSFER OF INTERESTS

General Partner transfers require unanimous consent. Limited Partner transfers require General Partner consent.

10. WITHDRAWAL; REMOVAL OF PARTNERS

General Partner withdrawal with [180] days notice. Removal for cause by Limited Partners.

11. DISSOLUTION AND WINDING UP

Dissolution per Ark. Code Ann. § 4-47-801. Certificate of Cancellation filed per Ark. Code Ann. § 4-47-203.

12. INDEMNIFICATION; LIABILITY

Partnership indemnifies General Partner for good-faith actions. Limited Partners indemnified for third-party claims.

13. DISPUTE RESOLUTION

Arbitration in Arkansas under AAA Rules. Jury waiver to fullest extent permitted.

14. GENERAL PROVISIONS

Amendments; Entire Agreement; Severability; Notices; Electronic signatures per Ark. Code Ann. § 25-32-101 et seq.

15. ARKANSAS-SPECIFIC PROVISIONS

15.1 Certificate of Limited Partnership filed with Arkansas Secretary of State per Ark. Code Ann. § 4-47-201.

15.2 Annual franchise tax compliance required.

15.3 Limited Partners' liability protection per Ark. Code Ann. § 4-47-303.

16. EXECUTION

GENERAL PARTNER(S):
| Name | Signature | Date |
|------|-----------|------|
| [GP NAME] | ___________________________ | __________ |

LIMITED PARTNER(S):
| Name | Signature | Date |
|------|-----------|------|
| [LP NAME] | ___________________________ | __________ |

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS