Limited Partnership Agreement (Massachusetts)

LIMITED PARTNERSHIP AGREEMENT

COMMONWEALTH OF MASSACHUSETTS

Formed Pursuant to Massachusetts General Laws Chapter 109
(Uniform Limited Partnership Act)

TABLE OF CONTENTS

PARTIES AND RECITALS

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date"), by and among:

GENERAL PARTNER(S):

LIMITED PARTNER(S):

(each a "Partner" and collectively the "Partners").

RECITALS

WHEREAS, the Partners desire to form a limited partnership pursuant to the provisions of Massachusetts General Laws Chapter 109 (the "Act") for the purposes set forth herein;

WHEREAS, the General Partner has filed or will file a Certificate of Limited Partnership with the Secretary of the Commonwealth of Massachusetts in accordance with M.G.L. c. 109, § 8;

WHEREAS, the Partners desire to set forth their respective rights, duties, and obligations with respect to the Partnership and their interests therein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained 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

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Act" means the Massachusetts Uniform Limited Partnership Act, M.G.L. c. 109, §§ 1 through 62, as amended from time to time.

1.2 "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.

1.3 "Agreement" means this Limited Partnership Agreement, as amended, modified, supplemented, or restated from time to time.

1.4 "Capital Account" means the individual capital account maintained for each Partner in accordance with Article VI and the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

1.5 "Capital Contribution" means the total amount of cash and the fair market value of any property contributed to the Partnership by a Partner, net of any liabilities assumed by the Partnership or to which the property is subject.

1.6 "Certificate" means the Certificate of Limited Partnership filed with the Secretary of the Commonwealth of Massachusetts pursuant to M.G.L. c. 109, § 8, as amended from time to time.

1.7 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

1.8 "Distributable Cash" means cash received by the Partnership from all sources (including Capital Contributions but excluding Capital Contributions held in reserve) less: (a) all cash disbursements for Partnership expenses, debt service, and capital expenditures; and (b) such reserves as the General Partner reasonably determines are necessary for the conduct of Partnership business.

1.9 "Fiscal Year" means the fiscal year of the Partnership, which shall be the calendar year unless otherwise required by the Code or selected by the General Partner.

1.10 "General Partner" means [________________________________], and any Person who is admitted as a successor or additional General Partner pursuant to this Agreement.

1.11 "Limited Partner" means each Person identified as a Limited Partner on Exhibit A, and any Person who is admitted as a substituted or additional Limited Partner pursuant to this Agreement.

1.12 "Majority in Interest" means Partners (excluding the General Partner in its capacity as General Partner) holding more than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to vote on the matter at issue.

1.13 "Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, the taxable income or loss of the Partnership for such period as determined for federal income tax purposes, with the adjustments required by Treasury Regulations Section 1.704-1(b)(2)(iv).

1.14 "Partner" means any General Partner or Limited Partner.

1.15 "Partnership" means the limited partnership formed pursuant to this Agreement and the Act.

1.16 "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including the Partner's economic interest, right to vote, right to information, and all other rights and obligations under this Agreement and the Act.

1.17 "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name on Exhibit A, as may be adjusted from time to time in accordance with this Agreement.

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

1.19 "Secretary of the Commonwealth" means the Secretary of the Commonwealth of Massachusetts, Corporations Division.

1.20 "Transfer" means any sale, assignment, gift, pledge, encumbrance, hypothecation, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

1.21 "Treasury Regulations" means the federal income tax regulations promulgated under the Code, as amended from time to time.

ARTICLE II — FORMATION OF THE LIMITED PARTNERSHIP

2.1 Formation. The Partners hereby form a limited partnership pursuant to the provisions of the Act. The rights and obligations of the Partners shall be governed by the Act, except as otherwise expressly provided in this Agreement. To the extent any provision of this Agreement is inconsistent with or contrary to the Act, the Act shall control to the extent required by law.

2.2 Name. The name of the Partnership shall be:

[________________________________], LP

The business of the Partnership may be conducted under such name or such other name(s) as the General Partner may determine from time to time, provided that any such name complies with the requirements of M.G.L. c. 109, § 2 (requiring the name to contain the words "limited partnership" or the abbreviation "L.P." or "LP" and not contain the name of a Limited Partner unless it is also the name of a General Partner or the corporate name of a corporate General Partner).

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 upon notice to all Partners.

2.4 Registered Agent and Office. The Partnership's registered agent and registered office in the Commonwealth of Massachusetts, as required by M.G.L. c. 109, § 4, shall be:

Registered Agent: [________________________________]
Registered Office: [________________________________], Massachusetts [____]

The General Partner may change the registered agent or registered office by filing the appropriate notice with the Secretary of the Commonwealth in accordance with M.G.L. c. 109, § 4A.

2.5 Certificate of Limited Partnership. The General Partner shall execute and file a Certificate of Limited Partnership with the Secretary of the Commonwealth in accordance with M.G.L. c. 109, § 8. The Certificate shall contain the information required by M.G.L. c. 109, § 11, including:

• (a) The name of the Partnership;
• (b) The address of the office and the name and address of the agent for service of process required by M.G.L. c. 109, § 4;
• (c) The name and the business address of each General Partner;
• (d) The latest date upon which the Partnership is to dissolve; and
• (e) Any other matters the General Partner determines to include.

Filing Requirements:

• Filing Agency: Secretary of the Commonwealth, Corporations Division
• Filing Fee: $200.00
• Regulations: 950 CMR 108.11
• The Certificate must be signed by all General Partners.

The General Partner shall also file such amendments to the Certificate as may be required by M.G.L. c. 109, § 13 upon the occurrence of specified events, including the admission or withdrawal of a General Partner.

2.6 Qualification in Other Jurisdictions. The General Partner is authorized to cause the Partnership to qualify to do business in any other jurisdiction where the Partnership conducts or intends to conduct business and to execute any documents necessary therefor.

ARTICLE III — PURPOSE AND POWERS

3.1 Purpose. The purpose of the Partnership is to:

[________________________________]
[________________________________]
[________________________________]

and to engage in any and all activities necessary, incidental, or related thereto, to the extent permitted under the Act and the laws of the Commonwealth of Massachusetts.

3.2 Powers. The Partnership shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental, or convenient to or in furtherance of the purposes set forth in Section 3.1, including without limitation the power to:

• (a) Acquire, hold, manage, improve, and dispose of real and personal property;
• (b) Borrow money and issue evidences of indebtedness, and secure the same by mortgage, pledge, or other encumbrance;
• (c) Enter into, perform, and carry out contracts and agreements of every kind;
• (d) Sue and be sued, complain, and defend in all courts of competent jurisdiction;
• (e) Employ agents, employees, independent contractors, and professionals; and
• (f) Exercise all other powers granted to limited partnerships under the Act.

ARTICLE IV — TERM

4.1 Term. The Partnership shall commence on the date the Certificate is filed with the Secretary of the Commonwealth (or such later date as specified in the Certificate) and shall continue until:

☐ [__/__/____] (a specified dissolution date); OR

☐ The occurrence of an event of dissolution specified in Article XIII; OR

☐ Perpetual existence until dissolved in accordance with this Agreement and the Act.

(Check one)

ARTICLE V — CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. Each Partner shall make an initial Capital Contribution to the Partnership in the amount and form set forth on Exhibit A. Initial Capital Contributions shall be made on or before [__/__/____].

Initial Capital Contribution Schedule:

5.2 Additional Capital Contributions. No Partner shall be required to make any additional Capital Contribution beyond the initial Capital Contribution set forth in Section 5.1, except:

• (a) As unanimously agreed by all Partners in writing; or
• (b) As provided in a separate written agreement executed by the Partner making such additional contribution.

5.3 Failure to Contribute. If any Partner fails to make a required Capital Contribution when due:

• (a) The Partnership may charge interest on the unpaid amount at the rate of [____]% per annum from the due date until paid;
• (b) The General Partner may, in its sole discretion, reduce such Partner's Percentage Interest proportionally; or
• (c) The General Partner may pursue any other remedy available at law or equity.

5.4 No Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution.

5.5 Return of Capital. No Partner shall have the right to demand or receive a return of any Capital Contribution except as provided in this Agreement. No Partner shall have priority over any other Partner with respect to the return of Capital Contributions, except as specifically set forth herein or required by the Act.

5.6 Capital Contribution Receipts. The General Partner shall issue a written receipt acknowledging each Capital Contribution received.

ARTICLE VI — CAPITAL ACCOUNTS

6.1 Maintenance of Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

• (a) Credited with: (i) the amount of cash contributed by such Partner; (ii) the fair market value of property contributed by such Partner (net of liabilities assumed or taken subject to); (iii) allocations of Net Profits to such Partner; and (iv) any items of income or gain specially allocated to such Partner;
• (b) Debited with: (i) the amount of cash distributed to such Partner; (ii) the fair market value of property distributed to such Partner (net of liabilities assumed or taken subject to); (iii) allocations of Net Losses to such Partner; and (iv) any items of deduction or loss specially allocated to such Partner.

6.2 Compliance with Treasury Regulations. The Capital Accounts shall be maintained in compliance with Treasury Regulations Section 1.704-1(b)(2)(iv), and the provisions of this Article VI shall be interpreted and applied in a manner consistent therewith.

6.3 Transfer of Capital Account. Upon the Transfer of all or any portion of a Partnership Interest, the Capital Account of the transferor attributable to the transferred interest shall carry over to the transferee.

6.4 Negative Capital Accounts. No Partner shall be required to restore a negative balance in such Partner's Capital Account.

ARTICLE VII — ALLOCATIONS OF PROFITS AND LOSSES

7.1 Allocation of Net Profits. Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests, except as otherwise provided in this Article VII.

7.2 Allocation of Net Losses. Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to a Limited Partner to the extent that such allocation would cause or increase a deficit balance in such Limited Partner's Capital Account (in excess of any amount such Limited Partner is obligated to restore).

7.3 Special Allocations.

• (a) Qualified Income Offset. If a Limited Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that causes or increases a deficit in such Partner's Capital Account, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate such 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 for such year (and, if necessary, subsequent years) as required by and in accordance with Treasury Regulations Sections 1.704-2(f) and 1.704-2(j)(2)(i).

• (c) Partner Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain during any Fiscal Year, each Partner who has a share of such partner minimum gain shall be allocated items of income and gain as required by Treasury Regulations Section 1.704-2(i)(4).

• (d) Nonrecourse Deductions. Nonrecourse deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

7.4 Tax Allocations Under Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value at the time of contribution.

7.5 Allocation Period. If during any Fiscal Year there is a change in any Partner's Percentage Interest, Net Profits and Net Losses shall be allocated among the Partners in accordance with their varying interests during such year using any method permitted under Code Section 706 as selected by the General Partner.

ARTICLE VIII — DISTRIBUTIONS

8.1 Distributions of Distributable Cash. Subject to the requirements of the Act and the terms of this Agreement, Distributable Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine, in its reasonable discretion, in proportion to their respective Percentage Interests.

8.2 Frequency of Distributions. The General Partner shall endeavor to make distributions:

☐ Monthly ☐ Quarterly ☐ Semi-annually ☐ Annually ☐ As determined by the General Partner

(Check one)

8.3 Limitation on Distributions. No distribution shall be made if, after giving effect to the distribution:

• (a) The Partnership would be unable to pay its debts as they become due in the usual course of business; or
• (b) The Partnership's total assets would be less than the sum of its total liabilities.

8.4 Tax Distributions. Notwithstanding any other provision of this Article VIII, the General Partner shall use reasonable efforts to distribute to each Partner, prior to the due date for estimated tax payments, an amount sufficient to enable such Partner to pay federal and state income taxes attributable to Partnership income allocated to such Partner, calculated at the highest marginal individual tax rate applicable in the Commonwealth of Massachusetts.

8.5 Withholding. The Partnership is authorized to withhold from any distribution to any Partner any amount required to be withheld by the Partnership under applicable federal, state, or local tax laws. Any amount so withheld shall be treated as a distribution to the Partner for purposes of this Agreement.

8.6 Distributions in Kind. The General Partner may, in its sole discretion, make distributions in kind. Any property so distributed shall be valued at its fair market value as of the date of distribution as determined by the General Partner.

ARTICLE IX — MANAGEMENT AND OPERATIONS

9.1 General Partner Authority. The General Partner shall have full, exclusive, and complete authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Partnership, to make all decisions regarding the Partnership's business, and to perform any and all acts and activities customary to or incident to the management of the Partnership's business, subject to the limitations set forth in this Agreement.

9.2 Specific Powers of the General Partner. Without limiting the generality of Section 9.1, the General Partner shall have the power and authority to:

• (a) Execute, deliver, and perform contracts, leases, and other agreements on behalf of the Partnership;
• (b) Open and maintain bank accounts and invest Partnership funds;
• (c) Borrow money on behalf of the Partnership and execute promissory notes, mortgages, deeds of trust, and security agreements;
• (d) Employ and terminate employees, agents, and independent contractors;
• (e) Commence, defend, or settle litigation and claims;
• (f) Acquire, hold, manage, encumber, and dispose of real and personal property;
• (g) Obtain insurance for the Partnership;
• (h) Make tax elections on behalf of the Partnership;
• (i) Execute and file all documents required to be filed with governmental authorities; and
• (j) Take any other action that the General Partner deems necessary or desirable in connection with the Partnership's business.

9.3 Limitations on General Partner Authority. Notwithstanding the foregoing, 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, or otherwise dispose of all or substantially all of the Partnership's assets;
• (b) Merge or consolidate the Partnership with or into another entity;
• (c) Incur indebtedness in excess of $[________________________________] in any single transaction or series of related transactions;
• (d) Admit a new General Partner;
• (e) Amend this Agreement (except amendments required to reflect the admission or withdrawal of Partners as specifically authorized herein);
• (f) Engage in any business activity unrelated to the purposes of the Partnership;
• (g) File a voluntary petition in bankruptcy or make an assignment for the benefit of creditors on behalf of the Partnership;
• (h) Confess a judgment against the Partnership in excess of $[________________________________]; or
• (i) Enter into any transaction with an Affiliate of the General Partner, except on terms no less favorable to the Partnership than those obtainable from an unaffiliated third party.

9.4 Compensation of General Partner. The General Partner shall be entitled to receive:

• (a) A management fee of $[________________________________] per [____] (month/quarter/year), payable [________________________________]; and/or
• (b) Reimbursement for all reasonable out-of-pocket expenses incurred in performing its duties as General Partner.

9.5 Devotion of Time. The General Partner shall devote such time to the affairs of the Partnership as the General Partner, in its sole discretion, deems necessary for the proper management of the Partnership. The General Partner shall not be required to devote full time to the Partnership's affairs.

9.6 Other Business Activities. The General Partner and its Affiliates may engage in other business activities, including activities that may compete with the Partnership, unless otherwise agreed in writing. No Partner shall have any right to participate in or receive any benefit from such activities, and no such activities shall be deemed to violate any duty owed to the Partnership or any Partner.

9.7 Officers. The General Partner may from time to time appoint officers of the Partnership (including a President, Vice President, Secretary, and Treasurer) with such titles, duties, and authority as the General Partner may determine. Such officers shall serve at the pleasure of the General Partner.

ARTICLE X — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

10.1 Limited Liability. In accordance with M.G.L. c. 109, § 17, a Limited Partner shall not be liable for the obligations of the Partnership beyond the amount of such Limited Partner's Capital Contribution, except to the extent required by the Act. A Limited Partner shall not be liable for the debts, obligations, or liabilities of the Partnership solely by reason of being a Limited Partner.

10.2 No Participation in Management. Except as expressly provided in this Agreement or as required by the Act, no Limited Partner shall participate in the management or control of the Partnership's business, transact any business on behalf of the Partnership, or have the power to sign for or bind the Partnership.

10.3 Safe Harbor Activities. In accordance with M.G.L. c. 109, § 17, the following activities by a Limited Partner shall not constitute participation in the control of the business of the Partnership:

• (a) 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;
• (b) Consulting with and advising the General Partner with respect to the business of the Partnership;
• (c) Acting as surety for the Partnership or guaranteeing the obligations of the Partnership;
• (d) Voting on matters specified in this Agreement or the Act;
• (e) Proposing, approving, or disapproving matters relating to the Partnership as authorized by this Agreement; and
• (f) Winding up the affairs of the Partnership pursuant to the Act.

10.4 Voting Rights. Limited Partners shall have the right to vote on the following matters:

• (a) Amendment of this Agreement;
• (b) Dissolution of the Partnership;
• (c) Removal of the General Partner;
• (d) Admission of a new General Partner;
• (e) Sale of all or substantially all Partnership assets;
• (f) Merger or consolidation of the Partnership; and
• (g) Any other matter requiring the consent or approval of Limited Partners under this Agreement or the Act.

10.5 Meetings.

• (a) Meetings of the Partners may be called by the General Partner or by Limited Partners holding at least twenty-five percent (25%) of the aggregate Percentage Interests of all Limited Partners.
• (b) Notice of meetings shall be given to all Partners at least fifteen (15) days before the meeting date.
• (c) A quorum shall consist of Partners holding a majority of the aggregate Percentage Interests.
• (d) Partners may participate in meetings by telephone or other electronic means.
• (e) Any action required or permitted to be taken at a meeting may be taken without a meeting if written consent is obtained from Partners holding the requisite Percentage Interests.

10.6 Information Rights. In accordance with M.G.L. c. 109, § 5, each Limited Partner shall have the right to:

• (a) Inspect and copy the Partnership's books and records during regular business hours upon reasonable notice;
• (b) Obtain copies of the Partnership's federal and state tax returns;
• (c) Receive such information as is necessary and appropriate for the purpose of exercising the Limited Partner's rights under this Agreement; and
• (d) Obtain an accounting of Partnership affairs whenever circumstances render it just and reasonable.

ARTICLE XI — TRANSFER OF PARTNERSHIP INTERESTS

11.1 Restrictions on Transfer. No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article XI. Any attempted Transfer in violation of this Article XI shall be void and of no effect.

11.2 General Partner Transfer. The General Partner may not Transfer all or any portion of its Partnership Interest without the prior written consent of all Limited Partners.

11.3 Limited Partner Transfer — Right of First Refusal.

• (a) A Limited Partner (the "Offering Partner") who desires to Transfer all or any portion of such Partner's Partnership Interest to a third party shall first deliver to the General Partner a written notice (the "Offer Notice") setting forth: (i) the identity of the proposed transferee; (ii) the proposed purchase price; (iii) the proposed terms and conditions of the Transfer; and (iv) any other material terms.

• (b) Within thirty (30) days after receipt of the Offer Notice, the General Partner shall deliver the Offer Notice to the remaining Partners, each of whom shall have thirty (30) days from receipt to elect to purchase all (but not less than all) of the Offering Partner's interest on the same terms set forth in the Offer Notice, pro rata based on their respective Percentage Interests (excluding the Offering Partner's interest).

• (c) If the remaining Partners do not elect to purchase the entire offered interest within the time specified, the Partnership shall have an additional fifteen (15) days to elect to purchase the offered interest.

• (d) If neither the remaining Partners nor the Partnership elects to purchase the offered interest, the Offering Partner may consummate the Transfer to the proposed transferee on terms no more favorable to the transferee than those set forth in the Offer Notice, provided that such Transfer is completed within ninety (90) days after the expiration of the foregoing periods.

11.4 Permitted Transfers. Notwithstanding the foregoing, a Partner may Transfer such Partner's Partnership Interest without compliance with Section 11.3 to:

• (a) A trust established for the benefit of the Partner or the Partner's immediate family members;
• (b) A corporation, limited liability company, or partnership controlled by the Partner; or
• (c) In the case of a Partner who is a natural person, to such Partner's spouse, descendants, or ancestors, or to a trust for the benefit of any of them.

11.5 Conditions of Transfer. No Transfer shall be effective unless and until:

• (a) The transferor and transferee execute and deliver such documents as the General Partner may reasonably require;
• (b) The transferee agrees in writing to be bound by all terms and conditions of this Agreement;
• (c) The transferor delivers to the General Partner an opinion of counsel, satisfactory to the General Partner, that the Transfer will not violate any applicable federal or state securities laws;
• (d) The transferor pays or reimburses the Partnership for all reasonable expenses incurred in connection with the Transfer; and
• (e) The General Partner consents to the Transfer (which consent shall not be unreasonably withheld in the case of a Permitted Transfer).

11.6 Admission of Substituted Limited Partner. A transferee of a Limited Partner's Partnership Interest shall be admitted as a substituted Limited Partner only upon compliance with the requirements of this Article XI and the Act.

11.7 Effect of Transfer. Until a transferee is admitted as a substituted Limited Partner, the transferee shall be entitled only to the economic rights associated with the transferred Partnership Interest (i.e., allocations and distributions), but shall not be entitled to exercise any voting or management rights.

ARTICLE XII — WITHDRAWAL AND REMOVAL OF PARTNERS

12.1 Withdrawal of General Partner. The General Partner may withdraw from the Partnership upon not less than one hundred eighty (180) days' prior written notice to all Limited Partners. The withdrawal of the General Partner shall not dissolve the Partnership if:

• (a) At the time of withdrawal there is at least one other General Partner who continues as General Partner; or
• (b) Within ninety (90) days after the withdrawal, a Majority in Interest of the Limited Partners consent to continue the business of the Partnership and admit one or more additional General Partners.

12.2 Removal of General Partner. The General Partner may be removed for Cause by the affirmative vote of Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners. For purposes of this Section, "Cause" shall mean:

• (a) A material breach of this Agreement that is not cured within thirty (30) days after written notice;
• (b) Fraud, willful misconduct, or gross negligence in the management of Partnership affairs;
• (c) Bankruptcy, insolvency, or assignment for the benefit of creditors by the General Partner; or
• (d) Any act that makes it unlawful for the General Partner to carry on Partnership business.

12.3 Withdrawal of Limited Partner. A Limited Partner may not withdraw from the Partnership prior to the dissolution of the Partnership except:

• (a) As expressly provided in this Agreement; or
• (b) As permitted by the Act.

12.4 Interest of Withdrawn or Removed Partner. Upon withdrawal or removal, the withdrawn or removed Partner shall be entitled to receive the fair market value of such Partner's Partnership Interest as of the date of withdrawal or removal, as determined by agreement of the parties or, if the parties cannot agree, by an independent appraiser selected by the General Partner (or the remaining Partners if the General Partner is the withdrawn or removed Partner).

ARTICLE XIII — DISSOLUTION AND WINDING UP

13.1 Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following events, in accordance with M.G.L. c. 109, § 33:

• (a) The expiration of the term specified in Section 4.1;
• (b) The written consent of all Partners;
• (c) The withdrawal, removal, bankruptcy, dissolution, or death of the last remaining General Partner, unless within ninety (90) days after such event, a Majority in Interest of the Limited Partners consent to continue the business and appoint a successor General Partner;
• (d) The entry of a decree of judicial dissolution pursuant to M.G.L. c. 109, § 34; or
• (e) Any other event causing dissolution under the Act.

13.2 Notice of Dissolution. Upon dissolution, the General Partner (or the person winding up the Partnership's affairs) shall promptly notify all Partners and all known creditors of the Partnership of the dissolution.

13.3 Winding Up. Upon dissolution, the General Partner (or, if there is no General Partner, a person appointed by a Majority in Interest of the Limited Partners) shall wind up the affairs of the Partnership. During the winding up period, the Partnership shall continue solely for the purpose of winding up its business and affairs, collecting its assets, paying or providing for its debts and obligations, and distributing its remaining assets to the Partners.

13.4 Distribution Upon Liquidation. After paying or making reasonable provision for the payment of all debts, liabilities, and obligations of the Partnership, the remaining assets 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, to the extent otherwise permitted by law, in satisfaction of such debts and liabilities;
• (b) Second, to the establishment of such reserves as the person winding up the Partnership's affairs deems reasonably necessary for contingent or unforeseen liabilities;
• (c) Third, to the Partners in proportion to their positive Capital Account balances, after giving effect to all allocations of Net Profits and Net Losses for the Fiscal Year in which the liquidation occurs.

13.5 Cancellation of Certificate. Upon completion of the winding up of the Partnership's affairs, the General Partner (or the person winding up) shall file a Certificate of Cancellation with the Secretary of the Commonwealth pursuant to M.G.L. c. 109, § 12.

13.6 Deficit Capital Account. No Limited Partner shall be required to restore a deficit in such Limited Partner's Capital Account. Any General Partner with a deficit balance in its Capital Account following the liquidation of the Partnership shall contribute to the Partnership the amount necessary to restore such deficit within ninety (90) days after the date of liquidation.

ARTICLE XIV — BOOKS, RECORDS, AND TAX MATTERS

14.1 Books and Records. The Partnership shall maintain at its principal office complete and accurate books and records of the Partnership's business and affairs, including:

• (a) A current list of the full name and last known business or residence address of each Partner;
• (b) Copies of the Certificate and all amendments thereto;
• (c) Copies of this Agreement and all amendments thereto;
• (d) Copies of the Partnership's federal, state, and local income tax returns for each of the three (3) most recent Fiscal Years;
• (e) Copies of financial statements for the three (3) most recent Fiscal Years; and
• (f) Such other records as required by M.G.L. c. 109, § 5.

14.2 Financial Statements. The General Partner shall cause to be prepared and delivered to each Partner:

• (a) Within ninety (90) days after the end of each Fiscal Year, an annual financial statement of the Partnership, including a balance sheet, income statement, and statement of cash flows;
• (b) Schedule K-1 (or equivalent) for each Partner within the time required for filing the Partnership's federal income tax return (including extensions).

14.3 Tax Returns. The General Partner shall cause the Partnership's federal and state income tax returns to be prepared and filed in a timely manner. The General Partner shall make all tax elections on behalf of the Partnership.

14.4 Tax Matters Partner / Partnership Representative. The General Partner shall serve as the "Tax Matters Partner" under Code Section 6231 (for taxable years beginning before January 1, 2018) and as the "Partnership Representative" under Code Section 6223 (for taxable years beginning after December 31, 2017). The Tax Matters Partner / Partnership Representative shall have the authority to:

• (a) Represent the Partnership before the Internal Revenue Service and any state tax authority;
• (b) Extend any statute of limitations applicable to the Partnership;
• (c) File administrative adjustment requests on behalf of the Partnership; and
• (d) Elect out of the centralized partnership audit regime under Code Section 6221(b), if eligible, and to the extent the General Partner deems appropriate.

14.5 Tax Elections. The General Partner may, in its sole discretion, make or revoke any available tax election, including but not limited to elections under Code Sections 754, 761, and 1033.

14.6 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year, unless otherwise required by the Code or selected by the General Partner.

14.7 Banking. The General Partner shall cause all Partnership funds to be deposited in one or more accounts in the name of the Partnership at such financial institutions as the General Partner shall determine. Withdrawals from such accounts shall be made only by persons authorized by the General Partner.

ARTICLE XV — INDEMNIFICATION AND LIABILITY

15.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, employees, agents, and Affiliates (each, an "Indemnified Person") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with the business and affairs of the Partnership; provided, however, that no Indemnified Person shall be indemnified for any claim, liability, damage, loss, cost, or expense arising out of or resulting from:

• (a) Fraud, willful misconduct, or gross negligence of such Indemnified Person;
• (b) A material breach of this Agreement by such Indemnified Person; or
• (c) Any act or omission for which elimination of liability is not permitted under the Act.

15.2 Advancement of Expenses. The Partnership shall advance to any Indemnified Person reasonable expenses (including attorneys' fees) incurred in defending any action, suit, or proceeding for which indemnification may be sought, upon receipt of an undertaking by the Indemnified Person to repay such amounts if it is ultimately determined that such Indemnified Person is not entitled to indemnification.

15.3 Limitation of Liability of Limited Partners. Consistent with M.G.L. c. 109, § 17, the liability of each Limited Partner shall be limited to:

• (a) The amount of such Limited Partner's Capital Contribution (including any unpaid portion thereof);
• (b) Such Limited Partner's share of undistributed Partnership assets; and
• (c) Any amounts required to be returned by such Limited Partner pursuant to the Act.

A Limited Partner shall not be personally liable for Partnership obligations unless such Limited Partner participates in the control of the Partnership's business in a manner not protected by the safe harbor provisions of M.G.L. c. 109, § 17.

15.4 Standard of Care. The General Partner shall manage the Partnership's affairs in good faith and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances. The General Partner shall not be liable to the Partnership or any Partner for any act or omission taken in good faith and reasonably believed to be in the best interests of the Partnership.

15.5 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance, at the Partnership's expense, on behalf of any Indemnified Person against any liability asserted against such Indemnified Person in connection with the Partnership's business.

ARTICLE XVI — GENERAL PROVISIONS

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, including the Act, without regard to principles of conflicts of law.

16.2 Dispute Resolution.

• (a) Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in accordance with the rules of the American Arbitration Association. The mediation shall take place in [________________________________], Massachusetts.

• (b) Arbitration. If mediation is unsuccessful within sixty (60) days after the commencement of mediation, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in [________________________________], Massachusetts. The decision of the arbitrator(s) shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

• (c) Injunctive Relief. Notwithstanding the foregoing, any Partner may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm.

16.3 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given:

• (a) Upon personal delivery;
• (b) One (1) business day after deposit with a nationally recognized overnight courier service;
• (c) Three (3) business days after deposit in the United States mail, first class, certified or registered, postage prepaid; or
• (d) Upon transmission by electronic mail (with confirmation of receipt).

Notices shall be addressed to each Partner at the address set forth on Exhibit A or at such other address as such Partner may designate by written notice.

16.4 Amendment. This Agreement may be amended only by a written instrument signed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that no amendment shall:

• (a) Increase the obligations of any Partner without the prior written consent of such Partner;
• (b) Alter the economic rights of any Partner in a manner disproportionate to the effect on other Partners without such Partner's consent;
• (c) Modify this Section 16.4 without the consent of all Partners.

16.5 Entire Agreement. This Agreement, together with the Certificate and the Exhibits attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, among the Partners.

16.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

16.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The failure of any Partner to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

16.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

16.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

16.10 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

16.11 Construction. The Partners have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partners, and no presumption or burden of proof shall arise favoring or disfavoring any Partner by virtue of authorship.

16.12 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP.

16.13 Confidentiality. Each Partner agrees to maintain the confidentiality of the terms and conditions of this Agreement and all non-public information regarding the Partnership's business and affairs, except as required by law or as necessary to enforce such Partner's rights under this Agreement.

SIGNATURE BLOCKS

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

GENERAL PARTNER:

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

LIMITED PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

NOTARY ACKNOWLEDGMENT

Commonwealth of Massachusetts

County of [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], proved to me through satisfactory evidence of identification, which was ☐ a current driver's license ☐ a current U.S. passport ☐ personal knowledge of the undersigned notary, to be the person(s) whose name(s) is/are signed on the preceding document, and acknowledged to me that he/she/they signed it voluntarily for its stated purpose.

Signature of Notary Public: [________________________________]

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

EXHIBIT A — PARTNER SCHEDULE

Partners, Capital Contributions, and Percentage Interests

Form of Contribution

SOURCES AND REFERENCES

1. Massachusetts Uniform Limited Partnership Act — M.G.L. c. 109, §§ 1-62
   - Full text: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXV/Chapter109

2. Secretary of the Commonwealth — Limited Partnership Certificate Filing
   - https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/limited-liability/corporations-limited-partnership.htm

3. 950 CMR 108.00 — Limited Partnership Regulations
   - https://www.mass.gov/doc/950-cmr-108-limited-partnerships/download

4. Starting a Partnership in Massachusetts — Mass.gov
   - https://www.mass.gov/info-details/starting-a-partnership-in-massachusetts

5. Internal Revenue Code § 704(b) — Partner's Distributive Share; Economic Effect
   - https://www.law.cornell.edu/uscode/text/26/704

6. Treasury Regulations § 1.704-1(b) — Determination of Partner's Distributive Share
   - https://www.law.cornell.edu/cfr/text/26/1.704-1

7. IRS Partnership Audit Regime (BBA) — Code §§ 6221-6241
   - https://www.irs.gov/businesses/partnerships

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in the Commonwealth of Massachusetts before use. Laws and regulations change frequently; all statutory citations and filing fees should be independently verified. Do not use this template without professional legal review.

Prepared for use on the ezel.ai platform.