LIMITED PARTNERSHIP AGREEMENT

STATE OF ARIZONA

DOCUMENT HEADER

This Limited Partnership Agreement is entered into as of [EFFECTIVE DATE] by and among the General Partner(s) and Limited Partner(s) identified in Schedule A.

The Partners form a limited partnership pursuant to the Arizona Revised Uniform Limited Partnership Act (A.R.S. § 29-301 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. Arizona-Specific Provisions
16. Execution

1. DEFINITIONS

"Arizona RULPA" means the Arizona Revised Uniform Limited Partnership Act, A.R.S. § 29-301 et seq.

"Certificate" means the Certificate of Limited Partnership filed with the Arizona Corporation Commission.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation under Arizona RULPA upon filing Certificate with Arizona Corporation Commission.

2.2 Name: "[PARTNERSHIP NAME], LP" per A.R.S. § 29-302.

2.3 Purpose: [DESCRIBE BUSINESS PURPOSE].

2.4 Registered Agent: [NAME] at [ADDRESS] per A.R.S. § 29-305.

3. PARTNERS; CAPITAL CONTRIBUTIONS

3.1 General Partner(s) have unlimited liability per A.R.S. § 29-354.

3.2 Limited Partner(s) have limited liability per A.R.S. § 29-319.

3.3 Capital Contributions per Schedule A.

4. ALLOCATIONS; DISTRIBUTIONS

Per Percentage Interests as determined by General Partner.

5. MANAGEMENT BY GENERAL PARTNER

Exclusive management authority; Major decisions require Limited Partner consent.

6. RIGHTS AND LIMITATIONS OF LIMITED PARTNERS

Limited liability per A.R.S. § 29-319. Information rights per A.R.S. § 29-321.

7. REPRESENTATIONS AND WARRANTIES

Authority; No Conflict; Accredited Investor; Investment Intent.

8. BOOKS, RECORDS, AND ACCOUNTING

Maintained per Arizona RULPA requirements.

9. TRANSFER OF INTERESTS

General Partner: unanimous consent required. Limited Partner: GP consent required.

10. WITHDRAWAL; REMOVAL

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

11. DISSOLUTION AND WINDING UP

Per A.R.S. § 29-381 et seq. Certificate of Cancellation filed with Arizona Corporation Commission.

12. INDEMNIFICATION; LIABILITY

GP indemnified for good-faith actions. LP liability limited to capital contributions.

13. DISPUTE RESOLUTION

Arbitration in Arizona under AAA Rules. Jury waiver included.

14. GENERAL PROVISIONS

Electronic signatures valid per A.R.S. § 44-7001 et seq.

15. ARIZONA-SPECIFIC PROVISIONS

15.1 Certificate filed with Arizona Corporation Commission per A.R.S. § 29-308.

15.2 Annual report requirements per Arizona Corporation Commission.

15.3 Arizona Transaction Privilege Tax compliance as applicable.

16. EXECUTION

GENERAL PARTNER: _________________________________ Date: ___________

LIMITED PARTNER(S): _________________________________ Date: ___________

SCHEDULE A