Georgia Contracts Agreements

Georgia Limited Partnership Agreement

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LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A GEORGIA LIMITED PARTNERSHIP

Date of Agreement: [__/__/____]

Effective Date: [__/__/____]

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into as of the Effective Date set forth above, by and among the parties identified herein as General Partner(s) and Limited Partner(s), and is governed by the Georgia Revised Uniform Limited Partnership Act, O.C.G.A. § 14-9-100 et seq., as amended from time to time (the "Act").

RECITALS

WHEREAS, the parties hereto desire to form a limited partnership (the "Partnership") under the laws of the State of Georgia pursuant to the Georgia Revised Uniform Limited Partnership Act, O.C.G.A. § 14-9-100 et seq.;

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the Georgia Secretary of State in accordance with O.C.G.A. § 14-9-201;

WHEREAS, the General Partner shall have unlimited personal liability for the debts and obligations of the Partnership pursuant to O.C.G.A. § 14-9-403, and the Limited Partners shall have liability limited to the extent of their respective Capital Contributions and any additional amounts they have agreed to contribute pursuant to O.C.G.A. § 14-9-303;

WHEREAS, the parties desire to set forth their respective rights, duties, obligations, and liabilities as partners of the Partnership, and the terms and conditions governing the operation, management, and dissolution of the Partnership;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties 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" means the Georgia Revised Uniform Limited Partnership Act, O.C.G.A. § 14-9-100 et seq., as amended from time to time.

(b) "Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account balance as of the end of the relevant fiscal year or other period, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Treasury Regulation 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.

(d) "Agreement" means this Limited Partnership Agreement, as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

(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 Substituted Limited Partner.

(f) "Business Day" means any day other than a Saturday, Sunday, or legal holiday in the State of Georgia.

(g) "Capital Account" means the capital account maintained for each Partner in accordance with Section 4.4 of this Agreement and applicable Treasury Regulations.

(h) "Capital Contribution" means the total amount of cash and the agreed fair market value of any property contributed or agreed to be contributed by a Partner to the capital of the Partnership.

(i) "Certificate" means the Certificate of Limited Partnership filed with the Georgia Secretary of State pursuant to O.C.G.A. § 14-9-201, as amended from time to time.

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

(k) "Distributable Cash" means, as of the date of determination, the amount of cash on hand or in accounts of the Partnership that the General Partner, in the General Partner's reasonable discretion, determines is available for distribution to the Partners after payment or provision for (i) all current operating expenses, (ii) all outstanding debts and liabilities, (iii) such reserves as the General Partner deems reasonably necessary for contingencies, capital improvements, or other purposes.

(l) "Economic Interest" means a Partner's or Assignee's share of the Partnership's Profits, Losses, and distributions of the Partnership's assets pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Partnership, including the right to vote on, consent to, or otherwise participate in any decision of the Partners.

(m) "Fiscal Year" means the fiscal year of the Partnership as determined under Section 9.1.

(n) "General Partner" means any Person named as a general partner in Schedule A attached hereto, and any Person admitted as a general partner of the Partnership in accordance with this Agreement, in such Person's capacity as a general partner of the Partnership.

(o) "Limited Partner" means any Person named as a limited partner in Schedule A attached hereto, and any Person admitted as a limited partner or Substituted Limited Partner of the Partnership in accordance with this Agreement, in such Person's capacity as a limited partner of the Partnership.

(p) "Majority in Interest" means Partners holding, in the aggregate, more than fifty percent (50%) of the total Partnership Interests.

(q) "Net Profits" and "Net Losses" mean, for each Fiscal Year or other applicable period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code, with certain adjustments as provided in Section 4.1.

(r) "Partner" means any General Partner or Limited Partner.

(s) "Partnership" means the limited partnership formed pursuant to this Agreement and the Act.

(t) "Partnership Interest" means a Partner's entire interest in the Partnership, including such Partner's Economic Interest, right to vote, and all other rights and obligations under this Agreement and the Act.

(u) "Percentage Interest" means, with respect to any Partner, the percentage set forth opposite such Partner's name on Schedule A, as adjusted from time to time in accordance with this Agreement.

(v) "Person" means any individual, partnership, limited liability company, corporation, trust, estate, association, or other entity.

(w) "Substituted Limited Partner" means a Person who is admitted as a Limited Partner to the Partnership pursuant to Article VI in connection with a transfer of a Partnership Interest.

(x) "Transfer" means any sale, assignment, transfer, exchange, mortgage, pledge, hypothecation, encumbrance, or other disposition, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise.

(y) "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 Formation. The Partnership is hereby formed as a Georgia limited partnership pursuant to the provisions of the Act. The General Partner shall execute and file the Certificate of Limited Partnership with the Georgia Secretary of State in accordance with O.C.G.A. § 14-9-201. 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 initial registered agent for service of process as required by O.C.G.A. § 14-9-104;

(d) Such other matters as the General Partner determines to include therein.

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

[________________________________], LP

The General Partner may change the name of the Partnership at any time upon written notice to all Partners, provided that such name complies with the requirements of O.C.G.A. § 14-9-102.

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

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal office at any time upon written notice to all Partners.

Section 2.4 Registered Office and Agent. The registered office of the Partnership in Georgia shall be located at:

[________________________________]
[________________________________]
[________________________________]

The registered agent for service of process at such address shall be:

[________________________________]

The General Partner may change the registered office and/or registered agent from time to time in accordance with O.C.G.A. § 14-9-104 and § 14-9-205.

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

[________________________________]
[________________________________]
[________________________________]

and to engage in any and all lawful activities incidental or related thereto as the General Partner may determine from time to time; provided, however, that the Partnership shall not engage in any activity that would cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes unless the General Partner obtains the prior written consent of a Majority in Interest of the Limited Partners.

Section 2.6 Term. The Partnership shall commence on the date the Certificate is filed with the Georgia Secretary of State (or such later date as may be specified in the Certificate, not to exceed ninety (90) days from the date of filing, as provided in O.C.G.A. § 14-9-201(d)) and shall continue in existence until dissolved in accordance with Article VIII of this Agreement and the Act.

Section 2.7 Filings and Compliance. The General Partner shall cause to be filed and published all certificates, notices, statements, and other instruments required by law for the formation and operation of the Partnership in the State of Georgia and in any other jurisdictions in which the Partnership conducts business. The General Partner shall ensure timely filing of the annual registration with the Georgia Secretary of State as required by O.C.G.A. § 14-9-206.1 and shall pay all annual registration fees on or before April 1 of each year.

Section 2.8 Title to Partnership Property. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be owned by the Partnership as an entity and no Partner shall have any individual ownership interest in any Partnership property. Title to any Partnership property may be held in the name of the Partnership or in such other name or names as the General Partner shall determine.

Section 2.9 No State Law Partnership. The Partners intend that the Partnership shall be treated as a partnership for federal and state income tax purposes and not as an association taxable as a corporation. No Partner shall take any action inconsistent with the express intent of the parties hereto.

ARTICLE III: CAPITAL CONTRIBUTIONS

Section 3.1 Initial Capital Contributions. Each Partner shall contribute to the capital of the Partnership the amount set forth opposite such Partner's name on Schedule A attached hereto. Initial Capital Contributions shall be made in the following manner:

(a) Cash Contributions. Cash contributions shall be made by wire transfer of immediately available funds to the Partnership's designated bank account, or by certified or cashier's check, no later than [____] Business Days after the Effective Date of this Agreement.

(b) Property Contributions. Property contributions shall be valued at their agreed fair market value as of the date of contribution, as determined by agreement of the contributing Partner and the General Partner, or, if they are unable to agree, by an independent appraiser selected by the General Partner. The cost of such appraisal shall be borne by the Partnership.

(c) Service Contributions. If any Partner's agreed contribution consists in whole or in part of services, the nature, scope, and agreed value of such services shall be set forth on Schedule A.

Section 3.2 Additional Capital Contributions.

(a) No Partner shall be required to make additional Capital Contributions to the Partnership beyond such Partner's initial Capital Contribution as set forth on Schedule A, except as follows:

☐ Additional contributions may be required upon the affirmative vote of the General Partner and a Majority in Interest of the Limited Partners.

☐ Additional contributions may be required at the sole discretion of the General Partner, provided that no individual Limited Partner shall be required to contribute more than [________________________________] in any twelve (12) month period.

☐ No additional contributions shall be required under any circumstances.

(b) Any call for additional Capital Contributions shall be made by written notice to all Partners at least [____] days prior to the date such contributions are due. Each Partner's share of any additional Capital Contribution shall be proportionate to such Partner's Percentage Interest unless otherwise agreed in writing by all Partners.

(c) If any Partner fails to make any required additional Capital Contribution within [____] days after the date such contribution is due, the General Partner may, in the General Partner's sole discretion, pursue one or more of the following remedies:

(i) Treat the defaulting Partner's interest as diluted proportionally;

(ii) Permit the non-defaulting Partners to contribute the defaulting Partner's share on a pro rata basis and adjust Percentage Interests accordingly;

(iii) Charge interest on the unpaid amount at the rate of [____]% per annum from the due date until paid; or

(iv) Exercise any other remedies available under this Agreement or applicable law.

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

(a) Increased by (i) the amount of any cash contributed by such Partner to the Partnership, (ii) the fair market value of any property contributed by such Partner to the Partnership (net of liabilities assumed by the Partnership or to which such property is subject), and (iii) such Partner's share of Net Profits and any items of income or gain specially allocated to such Partner; and

(b) Decreased by (i) the amount of any cash distributed to such Partner by the Partnership, (ii) the fair market value of any property distributed to such Partner by the Partnership (net of liabilities assumed by such Partner or to which such property is subject), and (iii) such Partner's share of Net Losses and any items of deduction or loss specially allocated to such Partner.

Section 3.4 No Interest on Capital. No Partner shall be entitled to receive interest on such Partner's Capital Contributions or Capital Account balance, except as otherwise specifically provided in this Agreement.

Section 3.5 Return of Capital. Except as otherwise provided herein or required by law, no Partner shall have the right to demand or receive the return of all or any portion of such Partner's Capital Contributions. No Partner shall be entitled to receive property other than cash in return for such Partner's Capital Contribution, unless the General Partner determines otherwise in the General Partner's sole discretion.

Section 3.6 Loans by Partners. Any Partner may, with the prior written consent of the General Partner, make loans to the Partnership. Any such loan shall bear interest at a rate agreed upon by the lending Partner and the General Partner and shall be evidenced by a written promissory note. No loan by a Partner shall constitute a Capital Contribution or entitle the lending Partner to any increase in such Partner's Percentage Interest.

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 (or other applicable period) shall be allocated among the Partners in the following order of priority:

(i) First, to the Partners in proportion to and to the extent of their respective shares of Net Losses previously allocated pursuant to Section 4.1(b) that have not been offset by prior allocations of Net Profits under this Section 4.1(a)(i);

(ii) Second, to the Partners in accordance with their respective Percentage Interests.

(b) Net Losses. Except as otherwise provided in this Article IV, Net Losses for each Fiscal Year (or other applicable period) shall be allocated among the Partners in the following order of priority:

(i) First, to the Partners in proportion to and to the extent of their respective positive Capital Account balances;

(ii) Second, to the General Partner.

Section 4.2 Special Allocations.

(a) Minimum Gain Chargeback. Notwithstanding any provision of this Agreement to the contrary, if there is a net decrease in Partnership minimum gain (as defined in Treasury Regulation Section 1.704-2(b)(2)) during any Fiscal Year, each Partner shall be allocated items of income and gain for such year (and, if necessary, for subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership minimum gain, determined in accordance with Treasury Regulation Section 1.704-2(g).

(b) Partner Minimum Gain Chargeback. Notwithstanding any provision of this Agreement to the contrary (except Section 4.2(a)), if there is a net decrease in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(2)) attributable to a partner nonrecourse debt during any Fiscal Year, each Partner who has a share of such partner nonrecourse debt minimum gain shall be allocated items of income and gain for such year (and, if necessary, for subsequent years) in an amount equal to such Partner's share of the net decrease in partner nonrecourse debt minimum gain, determined in accordance with Treasury Regulation Section 1.704-2(i)(4).

(c) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Partner's Adjusted Capital Account as quickly as possible.

(d) Nonrecourse Deductions. Nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(b)(1)) for any Fiscal Year shall be allocated among the Partners in accordance with their respective Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1)) for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss for the partner nonrecourse debt to which such deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i)(1).

(f) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code is required to be taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment shall be treated as an item of gain or loss, as the case may be, and shall be specially allocated among the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Treasury Regulation section.

Section 4.3 Tax Allocations. For federal, state, and local income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as their corresponding "book" items are allocated under Sections 4.1 and 4.2, except as otherwise required by Section 704(c) of the Code and the Treasury Regulations thereunder.

Section 4.4 Distributions.

(a) Timing and Amount. Distributions of Distributable Cash shall be made at such times and in such amounts as the General Partner shall determine in the General Partner's reasonable discretion; provided, however, that distributions shall be made at least [________________________________] (e.g., quarterly, annually, or as specified).

(b) Distribution Waterfall. Distributions of Distributable Cash shall be made in the following order of priority:

(i) First, to all Partners in proportion to their respective Percentage Interests until each Partner has received cumulative distributions equal to such Partner's total Capital Contributions (the "Return of Capital");

(ii) Second, to all Partners in proportion to their respective Percentage Interests until each Partner has received a cumulative preferred return equal to [____]% per annum on unreturned Capital Contributions (the "Preferred Return");

(iii) Third, to the General Partner as an incentive allocation equal to [____]% of all remaining Distributable Cash (the "Carried Interest" or "Promote");

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

(c) Tax Distributions. Notwithstanding the foregoing, the General Partner shall use commercially reasonable efforts to cause the Partnership to distribute to each Partner, at least fifteen (15) days prior to each estimated tax payment due date, an amount equal to the product of (i) such Partner's allocable share of the Partnership's estimated taxable income for such period, multiplied by (ii) the highest combined marginal federal and Georgia state income tax rate applicable to individuals for such period (the "Tax Distribution").

(d) Limitations on Distributions. No distribution shall be made if, after giving effect to such distribution: (i) the Partnership would be unable to pay its debts as they become due in the usual course of business; or (ii) the fair value of the Partnership's assets would be less than the sum of its liabilities, as set forth in O.C.G.A. § 14-9-607.

(e) Withholding. The General Partner is authorized to withhold from distributions to any Partner amounts required to be withheld under federal, state, or local tax laws. Amounts so withheld shall be treated as distributions to such Partner.

(f) Distributions in Kind. The General Partner may, in the General Partner's sole discretion, make distributions of Partnership property in kind. Any distribution in kind shall be valued at fair market value as of the date of distribution, and any gain or loss attributable to such property shall be allocated to the Partners as if the property had been sold at such fair market value.

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 and control the business, affairs, and properties of the Partnership, to make all decisions regarding those matters, and to perform any and all acts and activities customary to or incident to the management of the Partnership's business, pursuant to O.C.G.A. § 14-9-403. Without limiting the generality of the foregoing, the General Partner shall have the power and authority to:

(a) Acquire, hold, manage, improve, operate, sell, exchange, lease, mortgage, pledge, encumber, or otherwise deal with real and personal property;

(b) Borrow money and, in connection therewith, execute and deliver promissory notes, mortgages, deeds of trust, deeds to secure debt, security agreements, and other instruments;

(d) Hire, supervise, and discharge employees, agents, contractors, and consultants;

(e) Open, maintain, and close bank accounts, investment accounts, and other financial accounts;

(f) File tax returns and make tax elections on behalf of the Partnership;

(g) Commence, defend, settle, or compromise lawsuits and other legal proceedings;

(h) Purchase insurance for the Partnership, its assets, and its Partners, officers, and employees;

(i) Establish reserves for working capital, capital expenditures, debt service, taxes, insurance, and other Partnership obligations;

(j) Execute and file all documents, certificates, and instruments required by law or necessary for the operation of the Partnership; and

(k) Do and perform all other acts as may be necessary or appropriate to the conduct of the Partnership's business.

Section 5.2 Limitations on General Partner Authority. Notwithstanding Section 5.1, the General Partner shall not, without the prior written consent of a Majority in Interest of the Limited Partners, take any of the following actions:

(a) Sell, exchange, lease, or otherwise dispose of all or substantially all of the assets of the Partnership in a single transaction or series of related transactions;

(b) Merge or consolidate the Partnership with any other entity;

(d) Amend or modify this Agreement, except as provided in Section 11.1;

(e) Cause the Partnership to file a voluntary petition in bankruptcy or make a general assignment for the benefit of creditors;

(f) Incur indebtedness on behalf of the Partnership in excess of $[________________________________] in the aggregate at any time outstanding, except in the ordinary course of business;

(g) Enter into any transaction with the General Partner or any Affiliate of the General Partner, except on terms no less favorable to the Partnership than those that could be obtained from an unrelated third party in an arm's-length transaction;

(h) Confess a judgment against the Partnership;

(i) Possess Partnership property or assign Partnership rights for other than a Partnership purpose; or

(j) Perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction.

Section 5.3 Duties of the General Partner. The General Partner shall devote such time and effort to the Partnership's business as the General Partner, in the General Partner's reasonable judgment, deems necessary for the proper management of the Partnership. The General Partner shall manage the affairs of the Partnership in a prudent and businesslike manner. The General Partner shall owe fiduciary duties to the Partnership and the Limited Partners, including the duty of loyalty and the duty of care, subject to the provisions of O.C.G.A. § 14-9-108 and the modifications set forth herein.

Section 5.4 Compensation of General Partner. The General Partner shall be entitled to receive the following compensation for services rendered to the Partnership:

(a) An annual management fee equal to [____]% of [________________________________] (e.g., gross revenues, total assets, committed capital), payable [________________________________] (e.g., monthly, quarterly);

(b) Reimbursement for all reasonable out-of-pocket expenses incurred by the General Partner in connection with the management and operation of the Partnership's business; and

Section 5.5 Limited Partner Rights and Limitations.

(a) No Management Rights. Except as otherwise provided in this Agreement or required by the Act, no Limited Partner shall participate in the management or control of the Partnership's business, transact any business in the Partnership's name, or have the power to sign documents for or otherwise bind the Partnership, pursuant to O.C.G.A. § 14-9-302.

(b) Safe Harbor Activities. Consistent with O.C.G.A. § 14-9-303, a Limited Partner shall not be deemed to participate in the control of the business of the Partnership solely by doing one or more of the following:

(i) Being a contractor for, or an agent or employee of, the Partnership or of a General Partner, or being an officer, director, or shareholder of a General Partner that is a corporation;

(ii) Consulting with and advising a General Partner with respect to the business of the Partnership;

(iii) Acting as surety for the Partnership or guaranteeing one or more specific obligations of the Partnership;

(iv) Bringing a derivative action in the right of the Partnership pursuant to O.C.G.A. § 14-9-1101;

(v) Requesting or attending a meeting of Partners;

(vi) Voting on one or more of the matters specified in this Agreement or as permitted by the Act;

(vii) Proposing, approving, or disapproving certain matters relating to the Partnership; or

(viii) Winding up the Partnership as permitted by O.C.G.A. § 14-9-803.

(i) Dissolution of the Partnership;

(ii) Removal of the General Partner;

(iii) Admission of a new General Partner;

(iv) Amendment of this Agreement;

(v) Sale of all or substantially all Partnership assets outside the ordinary course of business;

(vi) Merger, conversion, or consolidation of the Partnership;

(vii) Any matter on which the Act requires or permits Limited Partner approval; and

(viii) Any other matter submitted to the Limited Partners for a vote by the General Partner.

Section 5.6 Meetings.

(a) Annual Meeting. The General Partner shall call an annual meeting of the Partners to be held at such time and place as the General Partner shall determine. Written notice of each annual meeting shall be given to all Partners not less than [____] nor more than [____] days prior to the date of such meeting.

(b) Special Meetings. Special meetings of the Partners may be called by the General Partner or by Limited Partners holding in the aggregate not less than [____]% of the total Percentage Interests of all Limited Partners. Written notice of each special meeting shall state the purpose thereof and shall be given to all Partners not less than [____] nor more than [____] days prior to the date of such meeting.

(c) Quorum. The presence, in person or by proxy, of the General Partner and Limited Partners holding in the aggregate not less than [____]% of the total Percentage Interests of all Limited Partners shall constitute a quorum.

(d) Voting. Except as otherwise specifically provided in this Agreement, all matters submitted to a vote of the Partners shall be decided by the affirmative vote of a Majority in Interest of the Partners voting on such matter. Each Partner shall be entitled to cast one vote for each one percent (1%) of such Partner's Percentage Interest.

(e) Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by Partners having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all Partners were present and voted.

(f) Proxies. Any Partner may authorize another Person to act for such Partner by proxy with respect to any vote, consent, or approval. Such proxy must be in writing, signed by the granting Partner, and delivered to the General Partner prior to any meeting or action.

Section 5.7 Officers. The General Partner may appoint officers of the Partnership, including a president, one or more vice presidents, a secretary, a treasurer, and such other officers as the General Partner deems appropriate. Such officers shall have such titles, duties, and authority as the General Partner shall determine. Officers shall serve at the pleasure of the General Partner and may be removed at any time, with or without cause, by the General Partner.

Section 5.8 Partnership Expenses. The Partnership shall bear and pay all costs and expenses of its operations, including but not limited to: (a) organizational expenses; (b) operating expenses; (c) legal, accounting, and professional fees; (d) insurance premiums; (e) taxes and governmental fees, including the annual registration fee payable to the Georgia Secretary of State; (f) debt service; and (g) expenses of winding up and liquidation.

ARTICLE VI: TRANSFER OF PARTNERSHIP INTERESTS

Section 6.1 General Restrictions on Transfer. No Partner shall Transfer all or any portion of such Partner's Partnership Interest except in compliance with the provisions of this Article VI and applicable securities laws. Any attempted Transfer in violation of this Article VI shall be null, void, and of no force or effect, and the Partnership shall not recognize or give effect to any such Transfer on its books and records.

Section 6.2 Conditions to Transfer. No Transfer of a Partnership Interest shall be permitted unless each of the following conditions is satisfied:

(a) The General Partner has given prior written consent to such Transfer, which consent may be withheld in the General Partner's sole and absolute discretion with respect to transfers by Limited Partners (but which shall not be unreasonably withheld with respect to Permitted Transfers under Section 6.4);

(b) The transferee has executed and delivered to the General Partner a written agreement to be bound by all the terms and conditions of this Agreement;

(c) The transferor and/or transferee shall have paid all costs and expenses (including reasonable attorneys' fees) incurred by the Partnership in connection with such Transfer;

(d) The Transfer will not result in the Partnership being treated as a "publicly traded partnership" within the meaning of Section 7704 of the Code;

(e) The Transfer will not cause a termination of the Partnership under Section 708 of the Code (or any successor provision);

(f) An opinion of counsel satisfactory to the General Partner has been rendered to the effect that such Transfer is exempt from registration under applicable federal and state securities laws; and

(g) The Transfer complies with O.C.G.A. § 14-9-702 and other applicable provisions of the Act.

Section 6.3 Right of First Refusal.

(a) Before any Partner (the "Offering Partner") may Transfer all or any portion of such Partner's Partnership Interest to a third party (other than a Permitted Transfer under Section 6.4), the Offering Partner shall first offer such Partnership Interest to the other Partners (the "Non-Offering Partners") on the same terms and conditions as the proposed Transfer.

(b) The Offering Partner shall give written notice (the "Offer Notice") to the Partnership and to each Non-Offering Partner, setting forth: (i) the identity of the proposed transferee; (ii) the Partnership Interest proposed to be transferred; (iii) the purchase price and other material terms and conditions of the proposed Transfer; and (iv) a copy of any written offer or agreement from the proposed transferee.

(c) Each Non-Offering Partner shall have [____] days from receipt of the Offer Notice to elect to purchase all or a pro rata portion of the offered Partnership Interest on the same terms and conditions set forth in the Offer Notice, by giving written notice of such election to the Offering Partner.

(d) If the Non-Offering Partners do not collectively elect to purchase all of the offered Partnership Interest within such [____]-day period, the Offering Partner may Transfer the offered Partnership Interest to the proposed transferee identified in the Offer Notice on the same or more favorable terms and conditions as set forth therein, provided that such Transfer is consummated within [____] days after the expiration of the right of first refusal period.

Section 6.4 Permitted Transfers. Notwithstanding the restrictions in Sections 6.1 through 6.3, the following Transfers shall be deemed "Permitted Transfers" and shall not be subject to the right of first refusal in Section 6.3, provided that the conditions in Section 6.2(b) through (g) are satisfied:

(a) A Transfer by any Partner to such Partner's spouse, children, grandchildren, parents, or siblings, or to a trust for the benefit of any such family members;

(b) A Transfer by any Partner to an entity wholly owned by such Partner or such Partner's family members described in subsection (a);

(c) A Transfer by a corporate or entity Partner to a successor entity in connection with a merger, reorganization, or consolidation; and

(d) A Transfer by a Partner to such Partner's estate, executor, administrator, or personal representative upon the death or incapacity of such Partner.

Section 6.5 Admission of Substituted Limited Partners. An Assignee shall be admitted to the Partnership as a Substituted Limited Partner only with the prior written consent of the General Partner. Upon admission, the Substituted Limited Partner shall have all the rights and be subject to all the obligations of a Limited Partner under this Agreement and the Act.

Section 6.6 Assignees. An Assignee who has not been admitted as a Substituted Limited Partner shall be entitled only to receive the share of Profits, Losses, and distributions to which the assigning Partner would otherwise be entitled, and shall have no right to vote, consent, or participate in the management of the Partnership.

Section 6.7 Transfer of General Partner Interest. The General Partner may not Transfer all or any portion of its interest as General Partner without the prior written consent of a Majority in Interest of the Limited Partners.

ARTICLE VII: WITHDRAWAL AND REMOVAL

Section 7.1 Withdrawal of General Partner.

(a) The General Partner may withdraw from the Partnership upon not less than [____] days' prior written notice to all Limited Partners, subject to the provisions of O.C.G.A. § 14-9-602.

(b) A General Partner who withdraws in violation of this Agreement or the Act shall be liable to the Partnership and the other Partners for damages caused by such wrongful withdrawal, pursuant to O.C.G.A. § 14-9-602.

(c) Upon the withdrawal of a General Partner, the remaining Partners may, within [____] days after such withdrawal, elect to continue the Partnership by selecting one or more successor General Partners as provided in O.C.G.A. § 14-9-801.

Section 7.2 Removal of General Partner. The General Partner may be removed as General Partner upon the affirmative vote of Limited Partners holding not less than [____]% of the total Percentage Interests of all Limited Partners, but only for "Cause," which shall mean:

(a) A material breach of this Agreement that remains uncured for [____] days after written notice thereof;

(b) Fraud, willful misconduct, or gross negligence in the management of the Partnership;

(c) The filing by or against the General Partner of a petition in bankruptcy or the making of a general assignment for the benefit of creditors;

(d) A material violation of applicable law that adversely affects the Partnership;

(e) The conviction of the General Partner (or, if an entity, any principal thereof) of a felony; or

(f) The General Partner's incapacity (if an individual) or dissolution (if an entity).

Section 7.3 Withdrawal of Limited Partner. A Limited Partner may not withdraw from the Partnership prior to the dissolution and winding up of the Partnership unless:

(a) The withdrawal is permitted under the express terms of this Agreement;

(b) The General Partner consents to such withdrawal in writing; or

A Limited Partner who withdraws in accordance with this Section 7.3 shall be entitled to receive the fair market value of such Limited Partner's Partnership Interest as of the date of withdrawal, to be determined by the General Partner, payable within a reasonable time and in the manner determined by the General Partner, subject to O.C.G.A. § 14-9-604.

Section 7.4 Distribution Upon Withdrawal. Upon the withdrawal of any Partner in accordance with this Article VII, such Partner shall be entitled to receive, within a reasonable time, the amount to which such Partner would be entitled upon a liquidation of the Partnership based on the fair market value of Partnership assets as of the date of withdrawal, less any damages owed by such Partner to the Partnership. Payment may be made in installments over a period not to exceed [____] months at the discretion of the General Partner, with interest on the unpaid balance at the rate of [____]% 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 events, pursuant to O.C.G.A. § 14-9-801:

(a) The expiration of any fixed term specified in this Agreement or the Certificate;

(b) The happening of events specified in this Agreement that require dissolution;

(d) The withdrawal, removal, bankruptcy, dissolution, or adjudication of incompetency of the last remaining General Partner, unless:

(i) At the time of such event there is at least one other General Partner who carries on the business of the Partnership; or

(ii) Within [____] days after such event, all remaining Partners agree in writing to continue the Partnership and to appoint one or more new General Partners;

(e) Entry of a decree of judicial dissolution under O.C.G.A. § 14-9-802 upon application by a Partner when:

(i) It is not reasonably practicable to carry on the business in conformity with the partnership agreement; or

(ii) Other circumstances render a dissolution equitable; or

(f) The entry of an order of dissolution by the Secretary of State pursuant to O.C.G.A. § 14-9-206.1 for failure to file annual registrations.

Section 8.2 Winding Up.

(a) Upon dissolution, the General Partner (or, if no General Partner remains, such Person as is selected by the Limited Partners holding a Majority in Interest) shall wind up the Partnership's affairs in accordance with O.C.G.A. § 14-9-803.

(b) The Person or Persons winding up the Partnership's affairs (the "Liquidating Agent") may:

(i) Prosecute and defend suits, whether civil, criminal, or administrative;

(ii) Settle and close the Partnership's business;

(iii) Dispose of and convey the Partnership's property;

(iv) Discharge or make reasonable provision for the Partnership's liabilities; and

(v) Distribute to the Partners any remaining assets of the Partnership in accordance with Section 8.3.

(c) The Liquidating Agent shall use reasonable efforts to liquidate the Partnership's assets and wind up its affairs in an orderly manner and within a reasonable period of time.

Section 8.3 Distribution Upon Liquidation. Upon the winding up of the Partnership, the assets of the Partnership (or the proceeds thereof) shall be distributed in the following order of priority:

(a) First, to the payment of debts and liabilities of the Partnership owed to creditors, including Partners who are creditors of the Partnership (other than for distributions), in the order of priority as provided by law;

(b) Second, to the establishment of any reserves that the Liquidating Agent deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, which reserves shall be held in escrow for such period as the Liquidating Agent deems advisable and, upon the expiration of such period, distributed as provided in subsections (c) and (d) below;

(c) Third, to the Partners in accordance with and to the extent of the positive balances in their respective Capital Accounts, after giving effect to all allocations of Net Profits and Net Losses for the period through the date of final distribution; and

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

Section 8.4 Cancellation of Certificate. Upon completion of the winding up and distribution of the Partnership's assets, the General Partner (or the Liquidating Agent) shall file a Certificate of Cancellation with the Georgia Secretary of State in accordance with O.C.G.A. § 14-9-203.

Section 8.5 No Obligation to Restore Deficit. Except as required by law or as otherwise provided herein:

(a) No Limited Partner shall be obligated to restore a deficit balance in such Limited Partner's Capital Account.

(b) The General Partner shall be obligated to restore any deficit balance in the General Partner's Capital Account within [____] days following the date of liquidation of the Partnership, or such later date as may be required by the Treasury Regulations.

Section 8.6 Judicial Dissolution. In accordance with O.C.G.A. § 14-9-802, any Partner may apply to the Superior Court of the county in which the Partnership's registered office is located for a decree of judicial dissolution when it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement.

ARTICLE IX: BOOKS, RECORDS, AND ACCOUNTING

Section 9.1 Fiscal Year. The Fiscal Year of the Partnership shall be:

☐ The calendar year (January 1 through December 31)

☐ A fiscal year ending on [________________________________]

Section 9.2 Books and Records. The General Partner shall maintain full and accurate books and records of the Partnership at the Partnership's principal office, including:

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

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

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

(d) Copies of this Agreement and all amendments thereto;

(e) Copies of the Partnership's financial statements for the three (3) most recent Fiscal Years;

(f) An account of each Partner's Capital Contributions, Capital Account, and share of Profits, Losses, and distributions; and

(g) Such other records as may be required to be maintained by O.C.G.A. § 14-9-105.

Section 9.3 Inspection Rights. Each Partner and each Partner's designated representatives shall have the right, upon reasonable request and during normal business hours, to inspect and copy, at such Partner's expense, any of the Partnership's books and records, in accordance with O.C.G.A. § 14-9-305.

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

☐ Cash basis of accounting

☐ Accrual basis of accounting

☐ Other: [________________________________]

in accordance with generally accepted accounting principles ("GAAP") consistently applied, or such other method as the General Partner shall determine in consultation with the Partnership's accountants.

Section 9.5 Financial Reports. The General Partner shall cause to be delivered to each Partner:

(a) Within [____] days after the end of each Fiscal Year, an annual financial report containing a balance sheet, income statement, statement of cash flows, and statement of changes in Partners' capital;

(b) Within [____] days after the end of each calendar quarter, a quarterly financial summary; and

Section 9.6 Tax Returns and Reports.

(a) The General Partner shall cause the Partnership's federal, state, and local income tax returns to be prepared and timely filed for each Fiscal Year, and shall provide each Partner with a completed Schedule K-1 (IRS Form 1065) and any comparable Georgia state form on or before [________________________________] (e.g., March 15, or such other date as required by law).

(b) The General Partner is hereby designated as the "Tax Matters Partner" (as defined in Section 6231(a)(7) of the Code, for taxable years to which such section applies) and as the "Partnership Representative" (as defined in Section 6223(a) of the Code, for taxable years to which the centralized partnership audit procedures of Sections 6221-6241 apply). The Partnership Representative shall have the authority to take all actions on behalf of the Partnership with respect to any federal or state tax audit or proceeding.

(c) The General Partner shall make or revoke, on behalf of the Partnership, any tax elections permitted by the Code, the Treasury Regulations, or applicable state or local tax law.

Section 9.7 Bank Accounts. All funds of the Partnership shall be deposited in one or more accounts at such banks, trust companies, or other depositories as the General Partner shall determine. Withdrawals from such accounts shall be made upon such signature or signatures as the General Partner shall designate.

ARTICLE X: INDEMNIFICATION AND LIABILITY

Section 10.1 Indemnification.

(a) The Partnership shall indemnify, defend, and hold harmless the General Partner and the General Partner's officers, directors, members, managers, partners, shareholders, employees, agents, and Affiliates (collectively, "Indemnified Persons") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to the management of the Partnership or the conduct of the Partnership's business, to the fullest extent permitted by O.C.G.A. § 14-9-108; provided, however, that no Indemnified Person shall be indemnified for:

(i) Acts or omissions constituting intentional misconduct or a knowing violation of law;

(ii) Any transaction in which such Indemnified Person received a personal benefit in violation or breach of the provisions of this Agreement; or

(iii) Any breach of such Indemnified Person's duty of loyalty to the Partnership or its Partners.

(b) Any indemnification under this Section 10.1 shall be paid from the assets of the Partnership only, and no Partner shall have any personal liability for such indemnification.

(c) Expenses incurred by an Indemnified Person in defending any proceeding shall be advanced by the Partnership prior to the final disposition of such proceeding upon receipt of an undertaking by the Indemnified Person to repay such amounts if it shall ultimately be determined that such Person is not entitled to be indemnified under this Section 10.1.

Section 10.2 Limitation of Liability.

(a) General Partner. Except for acts or omissions constituting intentional misconduct, a knowing violation of law, or a transaction in which the General Partner received a personal benefit in violation of this Agreement, the General Partner shall not be liable to the Partnership or to any Partner for any act or omission taken in good faith and in a manner the General Partner reasonably believed to be in or not opposed to the best interests of the Partnership.

(b) Limited Partners. A Limited Partner shall not be liable for the debts, obligations, or liabilities of the Partnership beyond the amount of such Limited Partner's Capital Contribution and any additional amounts agreed to be contributed, subject to the provisions of O.C.G.A. § 14-9-303. A Limited Partner who participates in the control of the business of the Partnership may be held liable as a general partner to persons who transact business with the Partnership who reasonably believe, based upon the Limited Partner's conduct, that the Limited Partner is a general partner, as provided in O.C.G.A. § 14-9-303.

Section 10.3 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of the Partnership, the General Partner, and any officer, employee, or agent of the Partnership against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person's status as such, whether or not the Partnership would have the power to indemnify such Person against such liability under Section 10.1.

Section 10.4 No Personal Liability of Limited Partners to Third Parties. No Limited Partner shall be personally liable for any debts, obligations, or liabilities of the Partnership solely by reason of being a Limited Partner, provided that such Limited Partner has not participated in the control of the business of the Partnership within the meaning of O.C.G.A. § 14-9-303.

ARTICLE XI: MISCELLANEOUS

Section 11.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that no amendment shall:

(a) Increase any Partner's Capital Contribution obligation without the written consent of such Partner;

(b) Reduce any Partner's Percentage Interest without the written consent of such Partner;

(c) Alter the distribution priorities set forth in Sections 4.4 or 8.3 without the written consent of each Partner adversely affected thereby;

(d) Convert a Limited Partner's interest to a General Partner's interest without the written consent of such Limited Partner; or

(e) Amend this Section 11.1 without the unanimous written consent of all Partners.

The General Partner may, without the consent of the Limited Partners, amend this Agreement and the Certificate to: (i) reflect the admission or substitution of Partners or the reduction of interests upon the withdrawal of Partners in accordance with this Agreement; (ii) cure ambiguities or correct errors; (iii) satisfy any requirements, conditions, or guidelines of the Internal Revenue Service or any applicable governmental authority; or (iv) make changes that do not adversely affect the Limited Partners.

Section 11.2 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when:

(a) Delivered personally;

(b) Sent by certified or registered mail, return receipt requested, postage prepaid;

(d) Transmitted by electronic mail, with confirmation of receipt;

addressed to each Partner at the address set forth on Schedule A or at such other address as such Partner may designate by written notice to the other Partners. Notices shall be deemed received: (i) upon delivery, if delivered personally; (ii) three (3) Business Days after mailing, if sent by certified or registered mail; (iii) one (1) Business Day after deposit, if sent by overnight courier; or (iv) upon transmission, if sent by electronic mail with confirmation of receipt.

Section 11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, including the Georgia Revised Uniform Limited Partnership Act, O.C.G.A. § 14-9-100 et seq., without giving effect to the principles of conflicts of laws thereof.

Section 11.4 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of the State of Georgia or the United States District Court for the [________________________________] District of Georgia. Each Partner hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

Section 11.5 Dispute Resolution.

(a) Mediation. Prior to commencing any litigation or arbitration, the parties shall attempt to resolve any dispute arising under this Agreement through good faith mediation. Either party may initiate mediation by delivering written notice to the other party or parties. Mediation shall be conducted in [________________________________] County, Georgia, before a mediator mutually agreed upon by the parties, or, failing agreement, appointed by the American Arbitration Association.

(b) Arbitration (if elected).

☐ The parties agree to submit any dispute not resolved through mediation to binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall be conducted in [________________________________] County, Georgia. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

☐ The parties do not elect arbitration. Any dispute not resolved through mediation shall be resolved by litigation in courts of competent jurisdiction.

Section 11.6 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, and to this end, the provisions of this Agreement are declared to be severable.

Section 11.8 Entire Agreement. This Agreement (including all Schedules and Exhibits attached hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, with respect to such subject matter.

Section 11.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including PDF) shall be valid and binding.

Section 11.10 Waiver. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 11.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

Section 11.12 Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the interpretation of any provision of this Agreement. Unless the context otherwise requires, the singular includes the plural and vice versa, and words of any gender include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

Section 11.13 Confidentiality. Each Partner agrees to keep confidential and not to disclose to any third party any proprietary or confidential information concerning the Partnership's business, operations, or financial affairs, except: (a) as required by law or legal process; (b) to such Partner's legal, financial, and tax advisors; (c) in connection with a permitted Transfer of a Partnership Interest; or (d) as consented to in writing by the General Partner.

Section 11.14 Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner as such Limited Partner's true and lawful attorney-in-fact, with full power and authority in such Limited Partner's name, place, and stead, to execute, acknowledge, file, and record the following documents:

(a) This Agreement and any amendments hereto;

(b) The Certificate and any amendments thereto;

(c) Any certificate or document required to qualify or continue the Partnership as a limited partnership in any jurisdiction;

(d) Any certificate or document required to dissolve, terminate, or cancel the Partnership; and

(e) Any other instrument that may be required to be filed or recorded by the Partnership or the Partners under the Act or applicable law.

This power of attorney is coupled with an interest and shall survive the death, disability, incompetency, or dissolution of any Limited Partner and shall survive the Transfer of all or any portion of a Limited Partner's Partnership Interest.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Limited Partnership Agreement as of the date first set forth above.

GENERAL PARTNER(S):

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]