Delaware Limited Partnership Agreement

AGREEMENT OF LIMITED PARTNERSHIP

OF

[________________________________], LP

A Delaware Limited Partnership

This Agreement of Limited Partnership (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned General Partner(s) and Limited Partner(s) (collectively, the "Partners"), as identified in Schedule A attached hereto and incorporated herein by reference.

RECITALS

WHEREAS, the Partners desire to form a limited partnership (the "Partnership") under and pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. ("DRULPA"), for the purposes set forth herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Delaware Secretary of State in accordance with 6 Del. C. § 17-201;

WHEREAS, the Partners desire to set forth in this Agreement their respective rights, duties, obligations, and responsibilities with respect to the Partnership and its governance;

WHEREAS, it is the policy of DRULPA to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements, as set forth in 6 Del. C. § 17-1101(c);

WHEREAS, in accordance with DRULPA, the Partners desire to define, modify, and, where permitted, expand or restrict the duties (including fiduciary duties) owed by the Partners to the Partnership and to each other, as authorized by 6 Del. C. § 17-1101(d); and

WHEREAS, the Partners intend that this Agreement shall constitute the complete agreement governing the Partnership's internal affairs and the rights and obligations of the Partners, to the fullest extent permitted by DRULPA.

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

ARTICLE I: DEFINITIONS

Section 1.1 - Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" or "DRULPA" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as amended from time to time.

(b) "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to: (i) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

(c) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. "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.

(d) "Agreement" means this Agreement of Limited Partnership, including all Schedules and Exhibits, as amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof and DRULPA.

(e) "Assignee" means a Person to whom a Partnership Interest has been Transferred in accordance with Article VI but who has not been admitted as a Partner.

(f) "Bankruptcy" means, with respect to any Person: (i) the filing of a voluntary petition in bankruptcy under Title 11 of the United States Code; (ii) the filing of an involuntary petition in bankruptcy that is not dismissed within ninety (90) days; (iii) the appointment of a receiver, trustee, or liquidator of any substantial part of the Person's properties; or (iv) a general assignment for the benefit of creditors.

(g) "Capital Account" means the capital account maintained for each Partner in accordance with Section 3.4.

(h) "Capital Contribution" means, with respect to any Partner, the aggregate amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by such Partner, as referenced in 6 Del. C. § 17-501.

(i) "Certificate" means the Certificate of Limited Partnership filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-201, as amended, restated, or supplemented from time to time.

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

(k) "Conflict Transaction" means any transaction between the Partnership and the General Partner or any Affiliate of the General Partner, or any transaction in which the General Partner or any Affiliate has a direct or indirect material interest.

(l) "Court of Chancery" means the Court of Chancery of the State of Delaware, the preeminent court for resolution of business disputes in Delaware.

(m) "Distributable Cash" means, with respect to any period, the excess, if any, of (i) all cash receipts of the Partnership from all sources during such period over (ii) all cash disbursements of the Partnership during such period, including debt service payments, capital expenditures, and reasonable reserves established by the General Partner.

(n) "Distribution" means any distribution of Distributable Cash or other assets to the Partners in accordance with Article IV.

(o) "Economic Interest" means the right to receive allocations of Net Profits and Net Losses and Distributions as provided in this Agreement, but without any right to participate in the management or affairs of the Partnership or to vote on or consent to any matter.

(p) "Fiscal Year" means the taxable year of the Partnership, which shall be the calendar year unless otherwise required by the Code or selected by the General Partner.

(q) "General Partner" means each Person identified as a General Partner in Schedule A, and any Person admitted as a substituted or additional General Partner in accordance with this Agreement, for so long as such Person remains a General Partner.

(r) "Good Faith" means, with respect to any Person, a subjective belief that the action taken is in the best interests of the Partnership and is not a bad faith violation of the implied contractual covenant of good faith and fair dealing, as referenced in 6 Del. C. § 17-1101(d).

(s) "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv).

(t) "Implied Covenant" means the implied contractual covenant of good faith and fair dealing, which may not be eliminated under 6 Del. C. § 17-1101(d).

(u) "Limited Partner" means each Person identified as a Limited Partner in Schedule A, and any Person admitted as a substituted or additional Limited Partner in accordance with this Agreement, for so long as such Person remains a Limited Partner.

(v) "Majority in Interest" means Partners whose aggregate Percentage Interests exceed fifty percent (50%) of the total Percentage Interests of all Partners (or, if specified, of all Partners within a particular class).

(w) "Net Profits" and "Net Losses" mean, for each Fiscal Year, an amount equal to the Partnership's taxable income or loss for such period, determined in accordance with Code Section 703(a), with the adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).

(x) "Partner" means a General Partner or a Limited Partner.

(y) "Partnership" means the Delaware limited partnership formed pursuant to this Agreement and the Certificate.

(z) "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including such Partner's Economic Interest and any other rights and obligations granted to or imposed upon a Partner under this Agreement and DRULPA.

(aa) "Partnership Representative" means the Person designated under Section 9.5(c) to serve as the partnership representative for purposes of the partnership audit rules under Subchapter C of Chapter 63 of the Code (the "BBA Audit Rules"), or such successor provisions.

(bb) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Schedule A, as adjusted from time to time.

(cc) "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated organization, association, governmental authority, or other entity.

(dd) "Secretary of State" means the Delaware Secretary of State.

(ee) "Transfer" means any sale, assignment, transfer, exchange, mortgage, pledge, hypothecation, grant of a security interest, or other disposition or encumbrance, whether voluntary or involuntary, by operation of law or otherwise.

(ff) "Treasury Regulations" means the Income Tax Regulations promulgated under the Code.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 - Formation. The Partnership has been or shall be formed as a limited partnership pursuant to DRULPA upon the filing of the Certificate with the Secretary of State in accordance with 6 Del. C. § 17-201. A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the Secretary of State, or at any later time specified in the certificate, as provided in 6 Del. C. § 17-201(b). The General Partner shall execute, deliver, and file any amendments to the Certificate, and any other certificates or documents, as may be required under DRULPA.

Section 2.2 - Name. The name of the Partnership shall be:

[________________________________], LP

The name shall contain the words "Limited Partnership" or the abbreviation "L.P." as required by 6 Del. C. § 17-102(1). The Partnership's business may be conducted under such name or such other name(s) as the General Partner may determine, provided compliance with 6 Del. C. § 17-102 (name requirements) and 6 Del. C. § 17-104 (registered office and agent requirements).

Section 2.3 - Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal office from time to time, with written notice to all Partners within thirty (30) days after such change.

Section 2.4 - Registered Office and Registered Agent. The Partnership shall maintain a registered office in Delaware and a registered agent for service of process as required by 6 Del. C. § 17-104.

Registered Office: [________________________________]
[________________________________]

Registered Agent: [________________________________]

The registered agent must be an individual resident in Delaware whose business office is identical with the Partnership's registered office, or a domestic or foreign corporation, limited liability company, partnership, or limited partnership having a business office identical with such registered office. The General Partner may change the registered office or registered agent from time to time by filing an amendment to the Certificate or a certificate of change in accordance with 6 Del. C. § 17-104.

Section 2.5 - Purpose. The purpose of the Partnership shall be to:

[________________________________]
[________________________________]

and to engage in any and all activities incidental or related thereto, and any lawful business, purpose, or activity, whether or not for profit, as permitted by 6 Del. C. § 17-106. DRULPA does not restrict the purposes for which a limited partnership may be organized, and the Partnership may engage in any lawful business, purpose, or activity.

Section 2.6 - Term. The Partnership shall commence on the date the Certificate is filed with the Secretary of State (or at such later date as specified in the Certificate) and shall continue in perpetuity unless dissolved in accordance with Article VIII.

Section 2.7 - Certificate of Limited Partnership. The Certificate shall be filed with the Secretary of State in accordance with 6 Del. C. § 17-201. The Certificate shall set forth:

(a) The name of the Partnership;
(b) The address of the registered office and the name and address of the registered agent for service of process as required by 6 Del. C. § 17-104;
(c) The name and mailing address of each General Partner; and
(d) The latest date upon which the Partnership is to dissolve (if applicable).

Pursuant to 6 Del. C. § 17-202, the Certificate shall be amended within a reasonable time when:
(i) There is a change in the name of the Partnership;
(ii) There is a false statement in the Certificate;
(iii) There is a change in the identity of the General Partners;
(iv) A General Partner is admitted; or
(v) A General Partner ceases to be a General Partner.

Section 2.8 - Delaware Annual Tax. The Partnership shall pay the annual tax of $300.00 (or such other amount as may be required by Delaware law) to the State of Delaware, due on or before June 1 of each year, as required by 6 Del. C. § 17-1109. Failure to pay the annual tax will result in the Partnership ceasing to be in good standing. The General Partner shall be responsible for ensuring timely payment.

Section 2.9 - Qualification in Other Jurisdictions. The General Partner shall cause the Partnership to be qualified or registered in any jurisdiction in which the Partnership transacts business and in which such qualification or registration is required.

Section 2.10 - Partnership Agreement Supremacy. Pursuant to 6 Del. C. § 17-1101(c), it is the policy of DRULPA to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements. The Partners intend that this Agreement shall govern the internal affairs of the Partnership and the rights and obligations of the Partners to the fullest extent permitted by DRULPA. In the event of any conflict between the provisions of this Agreement and the non-mandatory provisions of DRULPA, this Agreement shall control.

ARTICLE III: CAPITAL CONTRIBUTIONS

Section 3.1 - Initial Capital Contributions. Each Partner shall make an initial Capital Contribution to the Partnership in the amount and form set forth in Schedule A. Initial Capital Contributions shall be made on or before [__/__/____]. Capital Contributions may consist of cash, property, services rendered, a promissory note, or other obligation to contribute cash or property or to perform services, as provided in 6 Del. C. § 17-501.

Section 3.2 - Additional Capital Contributions.

(a) No Partner shall be required to make any additional Capital Contributions beyond the initial Capital Contribution set forth in Schedule A, except as follows:

☐ No additional Capital Contributions are required or permitted.

☐ Additional Capital Contributions may be made with the prior written consent of the General Partner.

☐ The General Partner may call for additional Capital Contributions upon [____] days' written notice, in amounts proportional to each Partner's Percentage Interest, subject to the following limitations: [________________________________].

(b) A Partner's obligation to make a Capital Contribution is enforceable under 6 Del. C. § 17-502. Even if a Partner is unable to perform because of death, disability, or any other reason, the Partner (or the Partner's estate) remains obligated to perform the enforceable promise to contribute.

(c) Unless otherwise provided in this Agreement, a Partner may not be compelled to accept a distribution in kind. A Partner may be compelled to accept a distribution of any asset in kind only as provided in 6 Del. C. § 17-605.

(d) If any Partner fails to make a required additional Capital Contribution, the General Partner may:

(i) Permit the other Partners to make contributions in proportion to their Percentage Interests, with proportionate adjustment to Percentage Interests;

(ii) Cause the Partnership to borrow funds;

(iii) Dilute the defaulting Partner's Percentage Interest; or

(iv) Exercise any other available remedy.

Section 3.3 - Return of Capital Contributions. Except as provided in this Agreement, no Partner shall have the right to demand the return of any Capital Contribution. Under DRULPA, a Partner may not receive a Distribution before the dissolution and winding up of the Partnership unless such Distribution is provided for in the partnership agreement. This Agreement governs the circumstances under which Distributions are made.

Section 3.4 - Capital Accounts.

(a) 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:

(i) Credited with Capital Contributions, allocable Net Profits, and specially allocated income or gain; and

(ii) Debited with Distributions, allocable Net Losses, and specially allocated deductions or losses.

(b) These provisions are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted accordingly.

(c) Upon Transfer of all or a portion of a Partnership Interest, the transferor's Capital Account (to the extent related to the transferred interest) shall become the transferee's Capital Account in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

(d) Under 6 Del. C. § 17-503, profits and losses of the Partnership shall be allocated among the Partners in the manner provided in this Agreement.

Section 3.5 - No Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution or Capital Account balance, unless otherwise agreed in writing.

Section 3.6 - Loans by Partners. Any Partner may, with the General Partner's consent, make loans to the Partnership. Such loans shall not constitute Capital Contributions, shall not increase the lending Partner's Capital Account or Percentage Interest, and shall be on terms determined by the General Partner and the lending Partner. A Partner who lends money to the Partnership has the rights of a creditor of the Partnership.

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 - Allocation of Net Profits and Net Losses.

(a) Net Profits. Except as otherwise provided in this Article IV, Net Profits for each Fiscal Year shall be allocated among the Partners in accordance with their respective Percentage Interests, or as otherwise specified in Schedule B.

(b) Net Losses. Net Losses for each Fiscal Year shall be allocated among the Partners in accordance with their Percentage Interests; provided, however, that Net Losses shall not be allocated to any Partner to the extent such allocation would create or increase an Adjusted Capital Account Deficit.

(c) Reallocation. Net Losses that cannot be allocated to a Partner due to Section 4.1(b) shall be allocated to the other Partners in proportion to their Percentage Interests, subject to the same limitation.

(d) Partnership Agreement Controls. Pursuant to 6 Del. C. § 17-503, the allocation of profits and losses among the Partners is governed by this Agreement. In the absence of a provision in this Agreement, profits and losses shall be allocated on the basis of the agreed value (as stated in the Partnership records) of contributions made by each Partner.

Section 4.2 - Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be specially allocated to such Partner to eliminate the Adjusted Capital Account Deficit as quickly as possible.

(b) 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 in accordance with Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain during any Fiscal Year, the affected Partner(s) shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions shall be allocated among the Partners in accordance with their Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions shall be allocated to the Partner who bears the economic risk of loss for the related liability.

(f) Section 754 Adjustments. Adjustments to the tax basis of Partnership assets under Code Section 734(b) or 743(b) shall be treated as gain or loss and allocated in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

(g) Curative Allocations. The General Partner is authorized to make such other allocations of income, gain, loss, and deduction as the General Partner deems necessary or appropriate to ensure that the allocations made under this Article IV have substantial economic effect under Code Section 704(b) and the Treasury Regulations thereunder, or are otherwise in accordance with the Partners' interests in the Partnership.

Section 4.3 - Tax Allocations.

(a) For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated consistently with allocations under Sections 4.1 and 4.2.

(b) In accordance with Code Section 704(c), income, gain, loss, and deduction with respect to contributed property shall be allocated for tax purposes to account for any variation between adjusted tax basis and Gross Asset Value.

(c) The General Partner shall select any permissible method under Treasury Regulations Section 1.704-3 for Code Section 704(c) allocations.

Section 4.4 - Distributions.

(a) Timing and Amount. Distributable Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine in its sole discretion. The Partnership is not required to make Distributions except as provided in this Agreement. Pursuant to 6 Del. C. § 17-504, a Partner has the right to receive Distributions before the Partner's withdrawal from the Partnership and before the dissolution and winding up of the Partnership only as provided in this Agreement.

(b) Distribution Waterfall. Subject to applicable law and the requirements of any loan agreements, Distributable Cash shall be distributed in the following order:

(i) First, to the Partners in proportion to accrued but unpaid preferred returns, if any, as specified in Schedule B;

(ii) Second, to the Partners in proportion to their unreturned Capital Contributions, until each Partner has received cumulative Distributions equal to such Partner's Capital Contributions;

(iii) Third, to the Partners holding a carried interest (if any), as specified in Schedule B (the "Promote");

(iv) Fourth, the balance to the Partners in accordance with their respective Percentage Interests.

(c) Limitation on Distributions. No Distribution shall be made to a Partner to the extent that, at the time of Distribution, the Partnership's liabilities (other than liabilities to Partners on account of their Partnership Interests and liabilities for which the recourse of creditors is limited to specified property of the Partnership) exceed the fair value of the Partnership's assets, as provided in 6 Del. C. § 17-607.

(d) Liability upon Wrongful Distribution. A Partner who receives a Distribution knowing at the time of the Distribution that the Distribution violates 6 Del. C. § 17-607 shall be liable to the Partnership for the amount of the Distribution, pursuant to 6 Del. C. § 17-607. For a period of three (3) years from the date of Distribution, a Limited Partner who receives a Distribution in violation of 6 Del. C. § 17-607 may be liable to the Partnership for the amount of such Distribution.

(e) Withholding. The Partnership may withhold from Distributions any amounts required under applicable tax law. Withheld amounts shall be treated as distributed to the relevant Partner.

(f) Distributions in Kind. Distributions in kind shall be made only with the General Partner's consent. Property distributed in kind shall be valued at fair market value, and Capital Accounts shall be adjusted as if such property had been sold and the proceeds distributed.

(g) Form of Distribution. Distributions may be made in cash, property, or any combination thereof. Unless otherwise provided in this Agreement, a Partner may not be compelled to accept a distribution of any asset in kind, in accordance with 6 Del. C. § 17-605.

ARTICLE V: MANAGEMENT AND OPERATIONS

Section 5.1 - General Partner Authority. The General Partner shall have full, exclusive, and complete authority, power, and discretion to manage, control, and operate the business and affairs of the Partnership. The General Partner shall have all the rights and powers of a general partner under DRULPA, including the power to:

(a) Execute, deliver, and perform contracts, agreements, and instruments;

(b) Open, maintain, and close bank accounts and financial accounts;

(c) Borrow money, issue promissory notes, and encumber Partnership assets;

(d) Acquire, hold, manage, lease, improve, and dispose of property;

(e) Hire, retain, and discharge employees, contractors, agents, attorneys, accountants, and other professionals;

(f) Commence, prosecute, defend, and settle claims and proceedings;

(g) Make elections under the Code and applicable state tax laws, including elections under Code Sections 754, 761, and 1033;

(h) Establish reserves for expenses, liabilities, and contingencies;

(i) Invest Partnership funds temporarily;

(j) Execute and file the Certificate and amendments;

(k) Admit additional Partners in accordance with this Agreement;

(l) Determine the amounts and timing of Distributions;

(m) Enter into joint ventures, partnerships, or other arrangements;

(n) Appoint and empower officers and agents; and

(o) Take all other actions necessary or incidental to the Partnership's purposes.

Section 5.2 - Actions Requiring Limited Partner Approval. Notwithstanding Section 5.1, the General Partner shall not, without the prior written consent of the required number of Limited Partners (as specified below), take any of the following actions:

(a) Sell, exchange, or dispose of all or substantially all Partnership assets (requires Majority in Interest of Limited Partners);

(b) Merge, consolidate, or convert the Partnership into another entity (requires [____]% of all Limited Partners);

(c) Admit additional General Partners (requires unanimous consent of all Partners);

(d) Amend this Agreement except as provided in Section 11.1 (requires Majority in Interest of Limited Partners, unless otherwise specified);

(e) Voluntarily dissolve the Partnership (requires Majority in Interest of Limited Partners);

(f) Incur indebtedness in excess of $[________________________________] (requires Majority in Interest of Limited Partners);

(g) Approve Conflict Transactions not on arm's-length terms (requires Majority in Interest of Limited Partners);

(h) File a voluntary petition in bankruptcy on behalf of the Partnership (requires unanimous consent of all Partners);

(i) Convert the Partnership to a statutory public benefit limited partnership under 6 Del. C. § 17-1201 et seq.; or

(j) Take any other action for which DRULPA requires Partner consent.

Section 5.3 - Limited Partner Rights and Limitations.

(a) Limited Liability. No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership, whether arising in contract, tort, or otherwise, solely by reason of being a Limited Partner, as provided by 6 Del. C. § 17-303. The limited liability protection afforded Limited Partners under DRULPA is robust, and a Limited Partner shall not lose such protection regardless of the nature or extent of the Limited Partner's participation in the management of the Partnership.

(b) Delaware Expansive Safe Harbors. Under 6 Del. C. § 17-303(b), a Limited Partner does not participate in the control of the business within the meaning of DRULPA solely by doing one or more of the following:

(i) Being a contractor for or an agent or employee of the Partnership or a General Partner, or being an officer, director, or shareholder of a General Partner that is a corporation;
(ii) Consulting with and advising the General Partner;
(iii) Acting as surety, guarantor, or endorser for the Partnership;
(iv) Calling, requesting, attending, or participating in a meeting of the Partners;
(v) Voting or otherwise acting on the matters specified in 6 Del. C. § 17-303(b) or this Agreement;
(vi) Winding up the Partnership;
(vii) Serving on a committee of the Partnership or exercising any right or power granted to Limited Partners under this Agreement;
(viii) Proposing, approving, or disapproving amendments to this Agreement or the Certificate;
(ix) Exercising any right or power as a member, partner, or other equity holder of the General Partner;
(x) Any additional activities enumerated in 6 Del. C. § 17-303(b).

(c) Information Rights. Each Limited Partner shall have the right, upon reasonable demand, to obtain from the General Partner information regarding the Partnership's business and financial condition, subject to reasonable standards established by the General Partner. The General Partner may restrict access to confidential information where the General Partner determines, in good faith, that such restriction is necessary to protect the Partnership.

(d) No Right to Withdraw. Except as otherwise provided in this Agreement, no Limited Partner shall have the right to resign or withdraw from the Partnership. The Limited Partner's right to receive Distributions shall be governed solely by this Agreement.

Section 5.4 - Fiduciary Duties and Standards of Conduct.

(a) Modification of Fiduciary Duties. Pursuant to 6 Del. C. § 17-1101(d), to the extent that the General Partner or any other Person has duties (including fiduciary duties) to the Partnership or to any Partner, such duties are hereby modified and defined as set forth in this Section 5.4. The Partners acknowledge and agree that Delaware law expressly authorizes the modification, restriction, or elimination of fiduciary duties through the partnership agreement.

(b) Standard of Care. The General Partner shall manage the Partnership in accordance with the following standard:

☐ Option A - Fiduciary Duties Retained. The General Partner shall owe to the Partnership and the Partners the traditional fiduciary duties of loyalty and care, including the duty to act in good faith and in a manner reasonably believed to be in the best interests of the Partnership.

☐ Option B - Fiduciary Duties Modified. The General Partner shall owe to the Partnership and the Partners only the duties expressly set forth in this Agreement. The General Partner shall not be liable to the Partnership or any Partner for any act or omission unless such act or omission constitutes bad faith, willful misconduct, fraud, or a knowing violation of law. The Partners hereby waive any and all other fiduciary duties to the maximum extent permitted by 6 Del. C. § 17-1101(d).

☐ Option C - Fiduciary Duties Eliminated. To the maximum extent permitted by 6 Del. C. § 17-1101(d), all fiduciary duties of the General Partner and any other Person to the Partnership or to any Partner are hereby eliminated; provided, however, that the implied contractual covenant of good faith and fair dealing may not be eliminated pursuant to 6 Del. C. § 17-1101(d). The General Partner shall not be liable for any act or omission unless such act or omission constitutes a bad faith violation of the Implied Covenant.

(c) Implied Covenant Preserved. Notwithstanding any other provision of this Agreement, the Implied Covenant may not be eliminated by this Agreement or any amendment hereto, in accordance with 6 Del. C. § 17-1101(d).

(d) Limitation of Liability. To the maximum extent permitted by 6 Del. C. § 17-1101(e), a partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a Partner to the Partnership or to another Partner; provided that the Agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the Implied Covenant. This Agreement limits and eliminates liabilities as set forth herein.

(e) Good Faith Reliance. Unless otherwise provided in this Agreement, the General Partner shall not be liable for breach of fiduciary duty for Good Faith reliance on the provisions of this Agreement, in accordance with 6 Del. C. § 17-1101(d).

(f) Conflict Transactions. The General Partner may engage in Conflict Transactions, subject to the following requirements:

☐ No restrictions on Conflict Transactions beyond the Implied Covenant.

☐ Conflict Transactions must be approved by a Majority in Interest of the Limited Partners.

☐ Conflict Transactions must be on terms no less favorable to the Partnership than terms obtainable from an unrelated third party.

☐ Other: [________________________________].

Section 5.5 - Voting.

(a) Each Partner's vote shall be weighted in proportion to such Partner's Percentage Interest, unless otherwise specified. Pursuant to 6 Del. C. § 17-302, the Partnership agreement may grant to all or a specified group of the Limited Partners the right to vote on any matter.

(b) Any action requiring Partner consent may be taken at a meeting or by written consent signed by the required number of Partners, in accordance with 6 Del. C. § 17-302(e).

(c) Actions by written consent are effective when signed by the requisite number of Partners, and no meeting or prior notice is required.

Section 5.6 - Meetings.

(a) The General Partner may call a meeting at any time and shall call a meeting upon the written request of Limited Partners holding at least twenty-five percent (25%) of the total Percentage Interests of all Limited Partners.

(b) Written notice of each meeting shall be given to all Partners at least fifteen (15) days prior, stating the date, time, place (or electronic means), and purpose.

(c) Meetings may be held in person, by telephone, or by any other electronic means that permits all participants to communicate simultaneously.

(d) A quorum shall consist of Partners holding more than fifty percent (50%) of the total Percentage Interests.

Section 5.7 - Officers and Agents. The General Partner may appoint officers of the Partnership (including President, Vice President, Secretary, Chief Financial Officer, and Treasurer) with such titles, duties, and authority as the General Partner determines. Officers serve at the pleasure of the General Partner and may be removed at any time. Pursuant to 6 Del. C. § 17-403(c), a general partner may delegate to one or more other persons the general partner's rights and powers to manage and control the Partnership's business.

Section 5.8 - Compensation of General Partner. The General Partner shall be entitled to:

(a) A management fee of $[________________________________] per [________________________________] (or [____]% of [________________________________]), payable [________________________________];

(b) Reimbursement for all reasonable out-of-pocket expenses incurred in managing the Partnership; and

(c) Such other compensation as may be agreed upon by the Partners from time to time.

Section 5.9 - Reliance by Third Parties. Pursuant to 6 Del. C. § 17-403(b), any Person dealing with the Partnership may rely on the authority of the General Partner to bind the Partnership without inquiry into the provisions of this Agreement or compliance therewith, regardless of whether such action was authorized by the terms of this Agreement.

ARTICLE VI: TRANSFER OF PARTNERSHIP INTERESTS

Section 6.1 - Restrictions on Transfer.

(a) No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article VI and DRULPA.

(b) Any attempted Transfer in violation of this Article VI shall be null and void.

(c) No Transfer shall be made if it would:

(i) Violate any applicable federal, state, or local law, including securities laws;
(ii) Result in the termination of the Partnership under Code Section 708;
(iii) Cause the Partnership to be treated as a publicly traded partnership under Code Section 7704;
(iv) Cause the Partnership to be required to register under the Investment Company Act of 1940; or
(v) Cause the Partnership to lose any tax status or other regulatory status.

Section 6.2 - Nature of Partnership Interest. A Partnership Interest is personal property. A Partner has no interest in specific Partnership property, as provided in 6 Del. C. § 17-701. Pursuant to 6 Del. C. § 17-702, a Partnership Interest is assignable in whole or in part.

Section 6.3 - Assignment of Partnership Interest.

(a) An assignment of a Partnership Interest does not dissolve the Partnership or entitle the assignee to become or exercise the rights of a Partner, in accordance with 6 Del. C. § 17-702. The assignee is entitled only to receive the distributions and allocations attributable to the assigned interest.

(b) Unless and until an Assignee is admitted as a substitute Partner, the assigning Partner shall retain all other rights and obligations of a Partner, except the right to receive distributions and allocations with respect to the assigned interest.

(c) A partner ceases to be a partner of the limited partnership upon assignment of all of such partner's partnership interest, as provided in 6 Del. C. § 17-702(e), unless otherwise provided in this Agreement.

Section 6.4 - Right of First Refusal.

(a) If a Partner (the "Selling Partner") receives a bona fide written offer from a third party to purchase all or part of the Selling Partner's Partnership Interest, the Selling Partner shall provide written notice (the "Offer Notice") to the Partnership and the other Partners, including the material terms and identity of the proposed transferee.

(b) Within thirty (30) days of receiving the Offer Notice, the Partnership (or the remaining Partners in proportion to their Percentage Interests) shall have the right to purchase the offered interest on the same terms.

(c) If the right is not exercised within the thirty (30) day period, the Selling Partner may consummate the Transfer within sixty (60) days on terms no more favorable to the proposed transferee.

(d) If the Transfer is not consummated within such sixty (60) day period, the right to Transfer shall expire and any subsequent Transfer shall be subject to this Article VI.

Section 6.5 - Permitted Transfers. A Partner may Transfer all or part of such Partner's Partnership Interest without compliance with Section 6.4 to:

(a) A revocable living trust established for estate planning purposes;

(b) The spouse, domestic partner, lineal descendants, or parents of such Partner (or trusts for their benefit);

(c) In the case of an entity Partner, any Affiliate;

(d) Any other existing Partner; or

(e) Any other Person approved in writing by the General Partner.

Permitted Transfers require written notice to the General Partner and are subject to Section 6.1(c).

Section 6.6 - Admission of Substitute Partners.

(a) An Assignee may be admitted as a substitute Limited Partner only with the General Partner's prior written consent, as provided in 6 Del. C. § 17-704. The General Partner may condition admission on any reasonable requirements.

(b) As a condition of admission, the proposed substitute Partner shall execute a counterpart of this Agreement or such other instruments as the General Partner requires.

(c) The admission of an Assignee as a substitute Partner does not release the assigning Partner from any liability under this Agreement or DRULPA.

Section 6.7 - Admission of Additional Partners.

(a) Additional General Partners may be admitted only in accordance with 6 Del. C. § 17-401 and this Agreement.

(b) Additional Limited Partners may be admitted in accordance with 6 Del. C. § 17-301 and this Agreement. A person may be admitted as a Limited Partner at the time of formation or thereafter upon compliance with the terms of this Agreement.

Section 6.8 - Charging Orders. A judgment creditor of a Partner may obtain a charging order against such Partner's Partnership Interest in accordance with 6 Del. C. § 17-703. The charging order constitutes a lien on the judgment debtor's Partnership Interest and the court may appoint a receiver of the share of distributions due or to become due.

Section 6.9 - Deceased or Incapacitated Partners. Upon the death, adjudication of incompetency, or other incapacity of a Partner, such Partner's personal representative, executor, administrator, guardian, or conservator shall have the rights of an Assignee under this Agreement and DRULPA, in accordance with 6 Del. C. § 17-705.

ARTICLE VII: WITHDRAWAL AND REMOVAL

Section 7.1 - Withdrawal of General Partner.

(a) A General Partner may withdraw from the Partnership by providing written notice as set forth in this Agreement, in accordance with 6 Del. C. § 17-602.

(b) If this Agreement does not specify the events giving rise to a General Partner's withdrawal, a General Partner may withdraw upon not less than ninety (90) days' prior written notice to each other Partner.

(c) If a General Partner withdraws in violation of this Agreement, such General Partner shall be liable for damages to the Partnership and the other Partners.

(d) A General Partner ceases to be a General Partner upon the occurrence of any event specified in 6 Del. C. § 17-402, including withdrawal, removal, Bankruptcy, death (if an individual), or dissolution (if an entity), unless otherwise provided in this Agreement.

Section 7.2 - Removal of General Partner.

(a) A General Partner may be removed upon the affirmative vote of Limited Partners holding at least [____]% of the total Percentage Interests of all Limited Partners.

(b) The Partnership agreement may provide for the removal of a general partner. The terms and conditions of removal shall be as set forth in this Agreement, in accordance with 6 Del. C. § 17-402.

(c) Upon removal, the removed General Partner shall be entitled to receive the fair value of such Partner's Partnership Interest within a reasonable time.

Section 7.3 - Withdrawal of Limited Partner.

(a) A Limited Partner may withdraw from the Partnership only in accordance with the provisions of this Agreement, as provided in 6 Del. C. § 17-603.

(b) If this Agreement does not specify a definite time for the dissolution of the Partnership or a specific date or event upon which a Limited Partner may withdraw, a Limited Partner may withdraw upon not less than six (6) months' prior written notice.

(c) Notwithstanding the foregoing, the Partners may agree that a Limited Partner may not withdraw from the Partnership prior to the dissolution and winding up of the Partnership.

☐ Limited Partners may withdraw upon [____] months' written notice.

☐ Limited Partners may not withdraw prior to dissolution and winding up.

Section 7.4 - Distribution upon Withdrawal.

(a) Upon the withdrawal of a General Partner or Limited Partner, the withdrawing Partner shall be entitled to receive, within a reasonable time after the effective date of withdrawal, the fair value of the Partnership Interest as of the date of withdrawal, as provided in 6 Del. C. § 17-604.

(b) Fair value shall be determined in accordance with the terms of this Agreement. If this Agreement does not specify a method, fair value shall be determined by the General Partner in Good Faith, with the right of the withdrawing Partner to dispute such determination before an independent appraiser.

(c) Payment may be made in cash, by promissory note, or a combination thereof, over a period not exceeding [____] years with interest at [____]% per annum.

ARTICLE VIII: DISSOLUTION AND WINDING UP

Section 8.1 - Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following, in accordance with 6 Del. C. § 17-801 (nonjudicial dissolution):

(a) At the time specified in the Certificate or this Agreement;

(b) Upon the happening of events specified in this Agreement;

(c) Upon the unanimous written consent of all Partners (unless otherwise provided, in which case upon the consent specified herein):

☐ Unanimous consent of all Partners required.
☐ Consent of [____]% of all Partners required.

(d) Upon the withdrawal, removal, Bankruptcy, dissolution, or death of a General Partner, unless:

(i) At the time there is at least one other General Partner and this Agreement permits the remaining General Partner(s) to carry on the Partnership's business; or

(ii) Within ninety (90) days (or such other period as specified in this Agreement) after the event, all remaining Partners agree in writing to continue the Partnership and to the appointment of one or more additional General Partners;

(e) The entry of a decree of judicial dissolution pursuant to 6 Del. C. § 17-802 on application by or for a Partner; or

(f) The dissolution of the Partnership under 6 Del. C. § 17-803 or § 17-804 or any other provision of DRULPA.

Section 8.2 - Judicial Dissolution. On application by or for a Partner, the Court of Chancery may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with this Agreement, as provided in 6 Del. C. § 17-802.

Section 8.3 - Winding Up.

(a) Upon dissolution, the General Partner (or, if no General Partner remains, a Person appointed by a Majority in Interest of the Limited Partners or by the Court of Chancery) shall wind up the Partnership's affairs in accordance with 6 Del. C. § 17-803.

(b) During the winding up period:

(i) All assets and receivables shall be collected;
(ii) All debts, obligations, and liabilities shall be paid or provided for, including contingent and unmatured liabilities;
(iii) Remaining assets shall be distributed to Partners in accordance with Section 8.4;
(iv) A Certificate of Cancellation shall be filed with the Secretary of State pursuant to 6 Del. C. § 17-203; and
(v) All other necessary actions shall be taken to wind up the Partnership's affairs.

(c) The Partnership shall continue during winding up only for the purpose of winding up, and no new business shall be conducted.

(d) Reasonable time shall be allowed for the orderly liquidation of Partnership assets in order to minimize the normal losses attendant upon a liquidation.

Section 8.4 - Distribution Upon Liquidation.

(a) Upon winding up and liquidation, the Partnership's assets shall be distributed in the following order, in accordance with 6 Del. C. § 17-804:

(i) First, to creditors (including Partners who are creditors, to the extent otherwise permitted by law) in satisfaction of the liabilities of the Partnership, whether by payment or by establishment of adequate reserves;

(ii) Second, to Partners and former Partners in satisfaction of liabilities for Distributions under 6 Del. C. § 17-601;

(iii) Third, to Partners for the return of their Capital Contributions; and

(iv) Fourth, to Partners in accordance with their Percentage Interests (or as otherwise provided in this Agreement).

(b) The General Partner may, in its discretion, establish reserves for contingent liabilities before making final distributions.

(c) No Limited Partner shall be required to make any additional contribution to the Partnership upon dissolution or liquidation, except to the extent of any unpaid Capital Contribution obligations.

Section 8.5 - Certificate of Cancellation. Upon the completion of winding up, the General Partner (or the person conducting the winding up) shall file a Certificate of Cancellation with the Secretary of State in accordance with 6 Del. C. § 17-203.

Section 8.6 - Revocation of Dissolution. Pursuant to 6 Del. C. § 17-806, if a limited partnership has been dissolved pursuant to 6 Del. C. § 17-801 and a certificate of cancellation has not been filed, the dissolution may be revoked upon the terms stated in the partnership agreement, or if the partnership agreement does not address revocation, upon the unanimous consent of all remaining partners.

ARTICLE IX: BOOKS, RECORDS, AND ACCOUNTING

Section 9.1 - Books and Records. The Partnership shall maintain at its principal office or such other location as the General Partner determines, the following records:

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

(b) A copy of the Certificate and all amendments;

(c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;

(d) Copies of this Agreement, including all amendments;

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

(f) Records of Capital Contributions, the agreed values of property contributions, and contribution obligations;

(g) Records showing the status of all Distributions; and

(h) Such other records as the General Partner deems necessary.

Section 9.2 - Inspection Rights. Pursuant to 6 Del. C. § 17-305, each Partner may, for a purpose reasonably related to such Partner's interest as a Partner, upon reasonable demand and at such Partner's expense, inspect and copy the books and records of the Partnership, subject to reasonable standards established by the General Partner. The General Partner may establish reasonable rules regarding the exercise of inspection rights, including requirements for confidentiality.

Section 9.3 - Fiscal Year. The Fiscal Year of the Partnership shall be:

☐ The calendar year (January 1 through December 31)

☐ A fiscal year ending on [________________________________]

unless a different Fiscal Year is required by the Code.

Section 9.4 - Accounting Method. The books and records shall be maintained on the:

☐ Cash basis of accounting

☐ Accrual basis of accounting

in accordance with generally accepted accounting principles consistently applied, or such other method as permitted by the Code.

Section 9.5 - Tax Returns, Elections, and Partnership Representative.

(a) The General Partner shall cause the Partnership to prepare and timely file all required federal, state, and local income tax returns, including IRS Form 1065 (U.S. Return of Partnership Income).

(b) Within ninety (90) days after the close of each Fiscal Year, the General Partner shall furnish each Partner a Schedule K-1 and applicable state schedules.

(c) Partnership Representative. The General Partner shall serve as (or designate) the Partnership Representative for purposes of the Bipartisan Budget Act of 2015 partnership audit provisions (Code Sections 6221-6241, as amended). The Partnership Representative shall have the authority to:

(i) Act on behalf of the Partnership in any audit, administrative, or judicial proceeding under the BBA Audit Rules;
(ii) Bind the Partners in such proceedings;
(iii) Make elections, including the election to push out adjustments under Code Section 6226 or the election to opt out of the BBA Audit Rules under Code Section 6221(b) (if eligible); and
(iv) Take all other actions permitted or required of the Partnership Representative.

(d) Tax Elections. The General Partner shall have authority to make all tax elections, including elections under Code Sections 754, 761, and 1033.

(e) Delaware State Tax. Delaware does not impose a state income tax on partnerships. However, nonresident Partners may be subject to income tax in their state of residence on their share of Partnership income. The Partnership shall pay the annual tax required by 6 Del. C. § 17-1109.

Section 9.6 - Bank Accounts. All Partnership funds shall be deposited in accounts maintained in the Partnership's name at institutions selected by the General Partner. Withdrawals shall be authorized by persons designated by the General Partner.

Section 9.7 - Annual Financial Reports. Within one hundred twenty (120) days after each Fiscal Year, the General Partner shall provide each Partner:

(a) A balance sheet as of the end of the Fiscal Year;
(b) An income statement for the Fiscal Year;
(c) A statement of each Partner's Capital Account balance;
(d) A summary of Distributions; and
(e) Such other information as the General Partner deems appropriate.

ARTICLE X: INDEMNIFICATION AND LIABILITY

Section 10.1 - Indemnification.

(a) The Partnership shall indemnify and hold harmless the General Partner, and the General Partner's partners, members, managers, directors, officers, employees, agents, and Affiliates, and any Person serving at the General Partner's request as an officer, director, employee, or agent of another entity (collectively, "Indemnified Persons"), to the fullest extent permitted by DRULPA and this Agreement, from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of acts or omissions in connection with the Partnership's business.

(b) Standard for Indemnification. The Partners agree that the standard for indemnification shall be as follows:

☐ Option A - Broad Indemnification. Indemnified Persons shall be indemnified for all acts and omissions, except for acts or omissions constituting a bad faith violation of the Implied Covenant. This Option is consistent with the maximum contractual freedom permitted by 6 Del. C. § 17-1101(e).

☐ Option B - Moderate Indemnification. Indemnified Persons shall be indemnified for all acts and omissions, except for acts or omissions constituting willful misconduct, fraud, or a bad faith violation of the Implied Covenant.

☐ Option C - Traditional Indemnification. Indemnified Persons shall be indemnified for all acts and omissions, except for willful misconduct, knowing violation of law, fraud, gross negligence, or material breach of this Agreement.

(c) Advancement of Expenses. Expenses incurred by an Indemnified Person in defending any claim may be advanced by the Partnership prior to final disposition, upon receipt of an undertaking to repay if the Indemnified Person is ultimately found not entitled to indemnification.

(d) The indemnification rights hereunder are in addition to other rights an Indemnified Person may have.

Section 10.2 - Limitation of Liability.

(a) Pursuant to 6 Del. C. § 17-1101(e), this Agreement may limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties). Accordingly:

☐ Option A. The General Partner shall not be liable to the Partnership or any Partner for any act or omission, except for acts or omissions constituting a bad faith violation of the Implied Covenant.

☐ Option B. The General Partner shall not be liable for any act or omission, except for willful misconduct, fraud, or a bad faith violation of the Implied Covenant.

☐ Option C. The General Partner shall not be liable for any act or omission, except for willful misconduct, knowing violation of law, fraud, or gross negligence.

(b) In no event shall the General Partner be liable for consequential, indirect, incidental, punitive, or special damages.

Section 10.3 - Liability of Limited Partners. No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership solely by reason of being a Limited Partner, as provided by 6 Del. C. § 17-303. Under DRULPA, a Limited Partner is liable to the Partnership only to the extent of any unpaid Capital Contribution obligations. The broad safe harbor provisions of 6 Del. C. § 17-303(b) ensure that a Limited Partner's participation in management activities enumerated therein shall not result in loss of limited liability.

Section 10.4 - Insurance. The General Partner may cause the Partnership to obtain and maintain insurance covering the Partnership, its Partners, officers, employees, and agents against liabilities arising from the Partnership's business.

Section 10.5 - Contractual Nature of Obligations. The Partners acknowledge that the rights, duties, and obligations set forth in this Agreement are contractual in nature and are governed by 6 Del. C. § 17-1101. The provisions of this Article X are integral to the bargain among the Partners and reflect the parties' allocation of risk.

ARTICLE XI: MISCELLANEOUS

Section 11.1 - Amendments. This Agreement may be amended only by a written instrument signed by:

☐ All Partners

☐ The General Partner and a Majority in Interest of the Limited Partners

☐ Other: [________________________________]

No amendment shall be effective unless in writing and signed by the required Partners. The General Partner may amend Schedule A to reflect changes in Partners, Capital Contributions, and Percentage Interests without Limited Partner consent, provided such amendments are consistent with this Agreement. No amendment shall modify the Implied Covenant.

Section 11.2 - Notices. All notices shall be in writing and deemed given when:

(a) Delivered personally;
(b) Sent by certified or registered mail, return receipt requested, postage prepaid;
(c) Sent by nationally recognized overnight courier; or
(d) Sent by electronic mail (with confirmation of receipt),

to the address of each Partner set forth in Schedule A or such other address as designated by written notice.

Section 11.3 - Governing Law; Exclusive Jurisdiction.

(a) This Agreement shall be governed by and construed under the laws of the State of Delaware, including DRULPA, without regard to conflict of laws principles.

(b) Exclusive Jurisdiction. Each Partner hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware, including the Court of Chancery, and the United States District Court for the District of Delaware, for any action, suit, or proceeding arising out of or relating to this Agreement.

(c) Waiver of Objection. Each Partner hereby waives any objection to venue in the courts of Delaware and any claim that any such action has been brought in an inconvenient forum.

Section 11.4 - Dispute Resolution.

(a) Court of Chancery. The Partners agree that disputes arising under this Agreement may be brought before the Court of Chancery of the State of Delaware, which is recognized as the preeminent forum for the resolution of business entity disputes. The Court of Chancery has exclusive jurisdiction over cases involving the internal affairs of Delaware limited partnerships.

(b) Alternative Dispute Resolution (Optional). In the alternative, the Partners may elect to resolve disputes through the following mechanism:

☐ Mediation followed by Arbitration. Disputes shall first be submitted to non-binding mediation in Wilmington, Delaware. If mediation does not resolve the dispute within sixty (60) days, the dispute shall be submitted to binding arbitration in Wilmington, Delaware, administered by the American Arbitration Association.

☐ Arbitration Only. Disputes shall be resolved by binding arbitration in Wilmington, Delaware, administered by the American Arbitration Association.

☐ Litigation Only. All disputes shall be resolved in the courts of the State of Delaware.

(c) Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(d) Attorneys' Fees. The prevailing party in any action or proceeding shall be entitled to recover reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

Section 11.5 - Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Section 11.6 - Entire Agreement. This Agreement, together with all Schedules and Exhibits, constitutes the entire agreement among the Partners regarding the Partnership and supersedes all prior agreements and understandings.

Section 11.7 - Waiver. No waiver shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver.

Section 11.8 - Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

Section 11.9 - Electronic Signatures. Electronic signatures are valid and enforceable under the Delaware Uniform Electronic Transactions Act, 6 Del. C. § 12A-101 et seq.

Section 11.10 - Binding Effect. This Agreement shall bind and inure to the benefit of the Partners and their respective heirs, executors, administrators, successors, and permitted assigns.

Section 11.11 - Further Assurances. Each Partner shall execute and deliver such additional documents as may be reasonably necessary.

Section 11.12 - Headings. Headings are for convenience only.

Section 11.13 - Creditors. No provision shall benefit or be enforceable by any creditor of the Partnership or any Partner, except as expressly provided.

Section 11.14 - Power of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner as such Limited Partner's attorney-in-fact to execute and file the Certificate and amendments, amendments to this Agreement, and documents required for dissolution and winding up.

Section 11.15 - Conversion and Merger. The Partnership may merge or consolidate with, or convert into, another entity in accordance with 6 Del. C. §§ 17-211, 17-217, and 17-219, as applicable, with such approvals as required by Section 5.2 and DRULPA.

Section 11.16 - Statutory Public Benefit Limited Partnership. The Partners may elect to convert the Partnership to a statutory public benefit limited partnership under 6 Del. C. § 17-1201 et seq. by amending this Agreement and the Certificate in accordance with the requirements of DRULPA. Such election requires the consent specified in Section 5.2(i).

EXECUTION

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

GENERAL PARTNER(S):

General Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

General Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

LIMITED PARTNER(S):

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

(Attach additional signature pages as needed)

SCHEDULE A: PARTNERS AND CAPITAL CONTRIBUTIONS

Notes:

• Capital Contributions may be in the form of cash, property, services rendered, a promissory note, or other obligations, as permitted by 6 Del. C. § 17-501.
• A Partner's obligation to contribute is enforceable regardless of the Partner's inability to perform, pursuant to 6 Del. C. § 17-502.
• All property contributions shall be valued at fair market value as determined by the General Partner.
• Contributions of promissory notes or other obligations to contribute shall be enforceable as provided in the partnership agreement.

SCHEDULE B: INITIAL ALLOCATIONS, PREFERRED RETURNS, AND CARRIED INTEREST

Profit Allocation:

Loss Allocation:

Preferred Return (if applicable):

☐ No preferred return shall apply.

☐ The following Partners shall be entitled to a preferred return:

Carried Interest / Promote (if applicable):

☐ No carried interest or promote shall apply.

☐ The following carried interest or promote structure shall apply:

Distribution Waterfall Details:

The following detailed distribution waterfall shall apply (expand upon the summary in Section 4.4(b)):

(1) Return of Capital: Distribute to all Partners until each has received distributions equal to Capital Contributions.

(2) Preferred Return: Distribute to Partners entitled to a preferred return until each has received the cumulative preferred return specified above.

(3) General Partner Catch-Up (if applicable): Distribute [____]% to the General Partner until the General Partner has received [____]% of total distributions made under steps (2) and (3).

(4) Residual Split: Distribute the balance [____]% to the Limited Partners (pro rata based on Percentage Interests) and [____]% to the General Partner (or as otherwise specified).

DELAWARE-SPECIFIC COMPLIANCE NOTES

1. DRULPA Freedom of Contract. Delaware's Revised Uniform Limited Partnership Act is built on the principle of maximum freedom of contract, as codified in 6 Del. C. § 17-1101(c). This means the partnership agreement is the primary governing document, and DRULPA's provisions are largely default rules that may be modified by the agreement. Parties should take full advantage of this flexibility to tailor the agreement to their specific needs.

2. Fiduciary Duty Modification. DRULPA permits the expansion, restriction, or elimination of fiduciary duties through the partnership agreement (6 Del. C. § 17-1101(d)). The sole irreducible minimum is the implied contractual covenant of good faith and fair dealing, which cannot be eliminated. This is one of the primary advantages of forming a limited partnership in Delaware. The Partners should carefully consider whether to retain, modify, or eliminate fiduciary duties, as this decision significantly affects the governance and risk profile of the Partnership.

3. Limitation of Liability. Under 6 Del. C. § 17-1101(e), the partnership agreement may limit or eliminate liabilities for breach of contract and breach of duties (including fiduciary duties), provided that liability for bad faith violations of the implied covenant cannot be eliminated. This provision enables parties to negotiate the precise scope of liability exposure.

4. Certificate of Limited Partnership. The Certificate must be filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-201. The filing fee is currently $200.00. The Certificate requires only minimal information: the partnership name, registered office and agent, and the name and address of each general partner. Amendments are required for changes specified in 6 Del. C. § 17-202.

5. Annual Tax. The Partnership must pay an annual tax of $300.00 to the State of Delaware, due on or before June 1 of each year, pursuant to 6 Del. C. § 17-1109. Failure to pay the annual tax will cause the Partnership to cease being in good standing. The Partnership may be revived upon payment of all outstanding taxes and penalties.

6. Delaware Does Not Impose a State Income Tax on Partnerships. Delaware does not impose a state income tax on partnership income at the entity level. Partners are taxed on their share of Partnership income in their respective states of residence. This is a significant advantage for nonresident Partners.

7. Court of Chancery. Business entity disputes in Delaware, including those involving limited partnerships, are typically adjudicated in the Court of Chancery. The Court of Chancery is a specialized equity court with expert judges experienced in business law matters. The court does not use juries, resulting in efficient and predictable dispute resolution. This is one of the primary reasons parties choose to form entities in Delaware.

8. Broad Limited Partner Safe Harbors. Under 6 Del. C. § 17-303(b), Delaware provides an extensive list of safe harbor activities that a Limited Partner may undertake without being deemed to participate in the control of the Partnership's business. This protection is among the broadest of any state and is a key advantage of the Delaware limited partnership form.

9. Statutory Public Benefit Limited Partnership. Delaware permits limited partnerships to elect to be statutory public benefit limited partnerships under 6 Del. C. §§ 17-1201 through 17-1208. A statutory public benefit limited partnership is intended to produce a public benefit and to operate in a responsible and sustainable manner.

10. Merger, Consolidation, and Conversion. DRULPA provides comprehensive provisions for merger (6 Del. C. § 17-211), consolidation, conversion to and from other entity types (6 Del. C. §§ 17-217, 17-219), and domestication of non-United States entities (6 Del. C. § 17-215). These provisions provide flexibility for restructuring the Partnership.

11. Derivative Actions. A Limited Partner may bring a derivative action on behalf of the Partnership in accordance with 6 Del. C. §§ 17-1001 through 17-1004. The Limited Partner must fairly and adequately represent the interests of the Partnership and other Partners.

12. Electronic Signatures. Electronic signatures are valid and enforceable under the Delaware Uniform Electronic Transactions Act, 6 Del. C. § 12A-101 et seq.

13. Charging Order Protection. Under 6 Del. C. § 17-703, a charging order is the exclusive remedy by which a judgment creditor may satisfy a judgment from the judgment debtor's Partnership Interest. This provides significant asset protection for the Partners.

14. Revocation of Dissolution. Under 6 Del. C. § 17-806, if dissolution has occurred but a certificate of cancellation has not been filed, the dissolution may be revoked upon the terms stated in the partnership agreement or, if not addressed, upon unanimous consent of all remaining partners.

15. Series Limited Partnerships. DRULPA permits the establishment of designated series within a limited partnership under 6 Del. C. § 17-218, where the debts and obligations of one series are separate from those of another series. The Partners may wish to consider whether a series structure would be beneficial.

SOURCES AND REFERENCES

• Delaware Revised Uniform Limited Partnership Act (DRULPA), 6 Del. C. § 17-101 et seq.
  https://delcode.delaware.gov/title6/c017/

• 6 Del. C. § 17-1101 (Construction and Application; Freedom of Contract)
  https://law.justia.com/codes/delaware/title-6/chapter-17/subchapter-xi/section-17-1101/

• 6 Del. C. § 17-201 (Certificate of Limited Partnership)
  https://delcode.delaware.gov/title6/c017/sc02/

• 6 Del. C. § 17-303 (Limited Partner Liability)
  https://delcode.delaware.gov/title6/c017/sc03/

• 6 Del. C. § 17-801 (Nonjudicial Dissolution)
  https://law.justia.com/codes/delaware/title-6/chapter-17/subchapter-viii/section-17-801/

• Delaware Court of Chancery
  https://courts.delaware.gov/chancery/

• Delaware Division of Corporations - Limited Partnerships
  https://corp.delaware.gov/

• Delaware LP Act: Formation, Rights, Management, and Liabilities
  https://legalclarity.org/delaware-lp-act-formation-rights-management-and-liabilities/

• Waiving Fiduciary Duties in Delaware Limited Partnerships (Fordham Law Review)
  https://ir.lawnet.fordham.edu/cgi/viewcontent.cgi?article=4945&context=flr

• Richards, Layton & Finger - Delaware Limited Partnership Law Update
  https://www.rlf.com/delaware-limited-partnership-law-update/

• KI Legal - Duties of Partners in Delaware Partnerships
  https://www.ix-legal.com/blog/2023/july/duties-of-partners-in-delaware-partnerships/

• Internal Revenue Code §§ 704(c), 708, 754, 761, 6221-6241

• Treasury Regulations §§ 1.704-1, 1.704-2, 1.704-3

This template is provided for informational purposes only and does not constitute legal advice. Delaware is the premier jurisdiction for limited partnership formations due to DRULPA's emphasis on contractual freedom, the specialized Court of Chancery, and a highly developed body of partnership case law. This template must be reviewed and customized by a qualified attorney licensed in Delaware before use. Laws and regulations change frequently; verify all statutory citations and requirements are current at the time of execution.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-23.