Limited Partnership Agreement (Michigan)

LIMITED PARTNERSHIP AGREEMENT

STATE OF MICHIGAN

Formed Pursuant to the Michigan Revised Uniform Limited Partnership Act
(Act 213 of 1982, MCL 449.1101 et seq.)

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 the Michigan Revised Uniform Limited Partnership Act, Act 213 of 1982, MCL 449.1101 et seq. (the "Act") for the purposes set forth herein;

WHEREAS, the Partners have filed or will file a Certificate of Limited Partnership with the Michigan Department of Licensing and Regulatory Affairs ("LARA") in accordance with MCL 449.1201;

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 Michigan Revised Uniform Limited Partnership Act, Act 213 of 1982, MCL 449.1101 through 449.2108, as amended from time to time.

1.2 "Administrator" means the administrator designated under the Act, which is the director of the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs (LARA), or any successor.

1.3 "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.

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

1.5 "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).

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

1.7 "Certificate" means the Certificate of Limited Partnership filed with the Administrator (LARA) pursuant to MCL 449.1201, as amended from time to time.

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

1.9 "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.

1.10 "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.

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

1.12 "LARA" means the Michigan Department of Licensing and Regulatory Affairs.

1.13 "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.

1.14 "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.

1.15 "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).

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

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

1.18 "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.

1.19 "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.

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

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

1.22 "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. In accordance with MCL 449.1201, two or more persons shall execute a certificate of limited partnership. The rights and obligations of the Partners shall be governed by the Act, except as otherwise expressly provided in this Agreement.

2.2 Name. The name of the Partnership shall be:

[________________________________], Limited Partnership

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 MCL 449.1103. Under Michigan law, the name of a limited partnership:

• (a) Must contain the words "Limited Partnership" without abbreviation;
• (b) May not contain the name of a Limited Partner unless: (i) it is also the name of a General Partner; or (ii) the business of the Partnership had been carried on under that name before the admission of such Limited Partner; and
• (c) Must be distinguishable from the name of any other limited partnership or other entity on file with LARA.

Note: Unlike many other states, Michigan requires the full words "Limited Partnership" and does not permit the abbreviations "LP" or "L.P." in the partnership name.

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 State of Michigan, as required by MCL 449.1105, shall be:

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

The registered agent must maintain a business or residence address at the registered office in Michigan. The General Partner may change the registered agent or registered office by filing the appropriate documents with LARA.

2.5 Certificate of Limited Partnership. In accordance with MCL 449.1201, the Partners (including all General Partners) shall execute and file a Certificate of Limited Partnership with the Administrator. The Certificate shall set forth:

• (a) The name of the limited partnership;
• (b) The address of the office and the name and address of the agent for service of process required by MCL 449.1105;
• (c) The name and business or residence address of each partner, specifying separately the General Partners and Limited Partners;
• (d) The amount of cash and a description and statement of the agreed value of other property or services contributed by each Limited Partner and which each Limited Partner has agreed to contribute in the future;
• (e) The times at which, or events on the happening of which, any additional contributions agreed to be made by each Limited Partner are to be made;
• (f) Any right of a Limited Partner to receive, or of a General Partner to make, distributions to a Limited Partner which include a return of all or any part of the Limited Partner's contribution;
• (g) Any right of a Limited Partner to receive distributions which include a return of all or part of the Limited Partner's contribution and the times or circumstances for such return;
• (h) Any right of an additional Limited Partner to be admitted and the terms and conditions thereof;
• (i) Any right of a partner to continue the business upon the withdrawal of a General Partner; and
• (j) Any right of a remaining General Partner or Limited Partners to continue the business upon the occurrence of an event of withdrawal of a General Partner.

Filing Requirements:

• Filing Agency: LARA, Corporations, Securities & Commercial Licensing Bureau
• Address: P.O. Box 30054, Lansing, MI 48909; or in person at 2407 N. Grand River Ave., Lansing, MI
• Filing Fee: $10.00 (per MCL 449.2107)
• Form: CSCL/CD-265
• Online Filing: Available at https://mibusinessregistry.lara.state.mi.us/
• The Certificate must be signed by at least two partners, including all General Partners.

2.6 Amendment of Certificate. In accordance with MCL 449.1202, within sixty (60) days after the occurrence of certain events (including changes in the amount or character of a Limited Partner's contribution, substitution of a Limited Partner, admission of additional Limited Partners, or continuation of the business after an event of withdrawal of a General Partner), the General Partner shall cause an amendment to the Certificate to be filed with the Administrator.

2.7 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, as permitted by MCL 449.1107 and the laws of the State of Michigan.

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 effective date of the Certificate as provided in MCL 449.206 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:

Note: Under MCL 449.1501, a Limited Partner's contribution may consist of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. This is a distinguishing feature of Michigan's Act.

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 (provided such rate does not exceed Michigan's statutory limit as provided in MCL 449.1109);
• (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 Usury Defense. In accordance with MCL 449.1109, a promise by a Limited Partner or General Partner to contribute to a limited partnership is not subject to the defense of usury regardless of the interest rate or rate of return on the contribution.

5.5 No Interest on Capital. No Partner shall be entitled to interest on any Capital Contribution, except as specifically provided in this Agreement.

5.6 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. Under MCL 449.1608, a Limited Partner may receive distributions that include a return of capital only to the extent provided in the Certificate and this Agreement.

5.7 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, except as provided in Section 13.6.

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. In accordance with MCL 449.1607, 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 (other than liabilities to Partners on account of their Partnership Interests).

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 State of Michigan.

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. In accordance with MCL 449.1401, 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, and shall have the rights and powers of a general partner in a partnership without limited partners, subject to the restrictions set forth in this Agreement and the Act.

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, including LARA and the Michigan Department of Treasury; 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 outside the ordinary course of business;
• (b) Merge or consolidate the Partnership with or into another entity pursuant to MCL 449.1210;
• (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. In accordance with MCL 449.1108, a General Partner or Limited Partner may lend money to and transact other business with the Partnership, subject to the same rights and obligations as a person who is not a 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 MCL 449.1301, a Limited Partner shall not be liable for the obligations of the Partnership unless, in addition to the exercise of rights and powers as a Limited Partner, such Limited Partner takes part in the control of the business. If a Limited Partner does take part in the control of the business, such Limited Partner shall be liable only to persons who transact business with the Partnership reasonably believing, based upon the Limited Partner's conduct, that the Limited Partner is a General Partner.

10.2 Safe Harbor Activities. In accordance with MCL 449.1303, the following activities by a Limited Partner shall not constitute taking part in the control of the business:

• (a) Being a contractor for, or an agent or employee of, the limited partnership or of a General Partner;
• (b) Consulting with and advising a General Partner with respect to the business of the Partnership;
• (c) Acting as surety for the Partnership;
• (d) Approving or disapproving an amendment to the partnership agreement;
• (e) Voting on one or more of the following matters: (i) dissolution and winding up of the Partnership; (ii) sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all the assets of the Partnership other than in the ordinary course of business; (iii) the incurrence of indebtedness by the Partnership other than in the ordinary course of business; (iv) a change in the nature of the business; or (v) the removal of a General Partner;
• (f) Being an officer, director, or shareholder of a corporate General Partner; and
• (g) Winding up the limited partnership pursuant to MCL 449.1803.

10.3 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.

10.4 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 outside the ordinary course of business;
• (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 MCL 449.1106, each Partner shall have the right to inspect and copy at the Partner's expense, during regular business hours, the following records maintained at the Partnership's registered office:

• (a) The Certificate and all amendments thereto;
• (b) This Agreement and all amendments thereto;
• (c) A current list of the full name and last known business or residence address of each Partner, set forth in alphabetical order;
• (d) Copies of the Partnership's federal and state income tax returns for the three (3) most recent Fiscal Years;
• (e) The financial statements of the Partnership for the three (3) most recent Fiscal Years; and
• (f) Other records as required by the Act.

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 Assignment Under Michigan Law. In accordance with MCL 449.1701 through 449.1705, an assignment of a Partnership Interest does not dissolve the Partnership. An assignee has the right to receive distributions to which the assignor would be entitled, but has no right to become a Limited Partner or exercise any rights of a Partner unless admitted as a substituted Limited Partner in accordance with this Agreement.

11.7 Certificate Amendment. In accordance with MCL 449.1202, within sixty (60) days after the substitution of a Limited Partner, an amendment to the Certificate reflecting such substitution shall be filed with the Administrator.

11.8 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.

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, or as otherwise provided in the Act. The events of withdrawal of a General Partner are set forth in MCL 449.1402.

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. Under MCL 449.1601 through 449.1605, a Limited Partner may withdraw from the Partnership at the time or upon the happening of events specified in the Certificate or, if no such time or events are specified, upon not less than six (6) months' prior written notice to the General Partner. Upon withdrawal, a Limited Partner shall be entitled to receive any distribution to which such Limited Partner is entitled as provided in the Certificate and this Agreement.

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 MCL 449.1801:

• (a) The expiration of the term specified in Section 4.1 or in the Certificate;
• (b) An event specified in the Certificate;
• (c) The written consent of all Partners;
• (d) An event of withdrawal of a General Partner (as defined in MCL 449.1402), unless: (i) at the time there is at least one other General Partner and the Certificate permits the business to be carried on by the remaining General Partner(s); or (ii) within ninety (90) days after such event, all remaining Partners agree in writing to continue the business and appoint one or more additional General Partners if necessary;
• (e) The entry of a decree of judicial dissolution; or
• (f) The filing of a certificate of dissolution by the Administrator.

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. In accordance with MCL 449.1803, upon dissolution, the General Partner (or, if there is no General Partner, the Limited Partners or a person approved by a majority 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. In accordance with MCL 449.1804, 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 creditors, including Partners who are creditors, in satisfaction of the Partnership's debts and liabilities (other than liabilities for distributions to Partners under MCL 449.1601 or 449.1604);
• (b) Second, except as provided in this Agreement, to Partners and former Partners in satisfaction of liabilities for distributions under MCL 449.1601 or 449.1604;
• (c) Third, to Partners for the return of their Capital Contributions; and
• (d) Fourth, to Partners in proportion to their respective Percentage Interests (or as otherwise agreed).

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 cause a Certificate of Cancellation to be filed with the Administrator pursuant to MCL 449.1203. The filing fee for cancellation is established by MCL 449.2107.

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 registered office (or principal office if different) complete and accurate books and records as required by MCL 449.1106, including:

• (a) A current list of the full name and last known business or residence address of each Partner, set forth in alphabetical order;
• (b) The Certificate and all amendments thereto, together with executed copies of any powers of attorney;
• (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 the Act.

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, including the Michigan Flow-Through Entity Tax Return with the Michigan Department of Treasury. 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 the Michigan Department of Treasury;
• (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.

14.5 Michigan Flow-Through Entity Tax. The General Partner shall evaluate and determine whether the Partnership should elect to pay the Michigan flow-through entity tax under MCL 206.691 et seq. and make such election if the General Partner determines it is in the best interests of the Partners.

14.6 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.

14.7 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.

14.8 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 MCL 449.1301, 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 takes part in the control of the business beyond the safe harbor activities described in Section 10.2 (MCL 449.1303).

15.4 General Partner Liability. In accordance with MCL 449.1403, a General Partner of a limited partnership has the liabilities of a general partner in a partnership without limited partners to persons other than the Partnership and the other Partners, except as otherwise provided in the Act.

15.5 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.

15.6 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 State of Michigan, 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 [________________________________], Michigan.

• (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 [________________________________], Michigan. 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 Consent to Jurisdiction. Each Partner irrevocably consents to the jurisdiction of the courts of the State of Michigan and the United States District Court for the applicable district of Michigan for any action or proceeding arising out of or relating to this Agreement.

16.4 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.

16.5 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; or
• (c) Modify this Section 16.5 without the consent of all Partners.

16.6 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.

16.7 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.

16.8 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.

16.9 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.

16.10 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.

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

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

State of Michigan

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 state-issued identification card ☐ 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: [________________________________]

County of Commission: [________________________________]

My Commission Expires: [__/__/____]

Acting in the County of: [________________________________]

[NOTARY SEAL]

EXHIBIT A — PARTNER SCHEDULE

Partners, Capital Contributions, and Percentage Interests

Form of Contribution

SOURCES AND REFERENCES

1. Michigan Revised Uniform Limited Partnership Act — Act 213 of 1982, MCL 449.1101-449.2108
   - Full text: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-Act-213-of-1982

2. LARA — How to Form a Limited Partnership
   - https://www.michigan.gov/lara/bureau-list/cscl/corps/limited-part/filing/filing

3. MCL 449.1201 — Certificate of Limited Partnership
   - https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-449-1201

4. MCL 449.1303 — Limited Partner Participation in Control (Safe Harbors)
   - https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-449-1303

5. MCL 449.2107 — Fees
   - https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-449-2107

6. LARA — Limited Partnership Filing Information (Form CSCL/CD-265)
   - https://www.michigan.gov/-/media/Project/Websites/lara/cscl/Folder2/266.pdf

7. MiBusiness Registry Portal — Online Filing
   - https://mibusinessregistry.lara.state.mi.us/

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

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

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 State of Michigan 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.