Limited Partnership Agreement (Missouri)

LIMITED PARTNERSHIP AGREEMENT

STATE OF MISSOURI

Formed Pursuant to Missouri Revised Statutes Chapter 359
(Uniform Limited Partnership Law)

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 Missouri's Uniform Limited Partnership Law, R.S.Mo. Chapter 359 (the "Act") for the purposes set forth herein;

WHEREAS, the General Partner has filed or will file a Certificate of Limited Partnership with the Missouri Secretary of State in accordance with R.S.Mo. § 359.091;

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 Missouri Uniform Limited Partnership Law, R.S.Mo. §§ 359.011 through 359.691, 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 Missouri Secretary of State pursuant to R.S.Mo. § 359.091, 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 "LLLP" means a Registered Limited Liability Limited Partnership as defined in R.S.Mo. § 359.172, which provides an additional liability shield for General Partners.

1.13 "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.

1.14 "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).

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

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

1.17 "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.

1.18 "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.

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

1.20 "Secretary of State" means the Missouri Secretary of State, Business Services Division.

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. 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 any mandatory provision of the Act, the Act shall control.

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 R.S.Mo. § 359.021, including that the name:

• (a) Contain the words "limited partnership" or the abbreviation "L.P." or "LP";
• (b) Not contain the name of a Limited Partner unless: (i) it is also the name of a General Partner; or (ii) the business was carried on under that name before the Limited Partner was admitted;
• (c) Be distinguishable from the name of any limited partnership, corporation, limited liability company, or other registered entity on file with the Secretary of State; and
• (d) Not contain any word or phrase indicating or implying that the Partnership is organized for a purpose other than one permitted by its Certificate and this Agreement.

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 Registered Office. The Partnership's registered agent and registered office in the State of Missouri, as required by R.S.Mo. § 359.041, shall be:

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

The registered agent must be: (a) an individual resident in Missouri whose business office is identical with the registered office; or (b) a domestic or foreign corporation authorized to transact business in Missouri having a business office identical with the registered office. The registered office must be a physical street address in Missouri.

The General Partner may change the registered agent or registered office by filing the appropriate documents with the Secretary of State.

2.5 Certificate of Limited Partnership. The General Partner shall execute and file a Certificate of Limited Partnership with the Missouri Secretary of State in accordance with R.S.Mo. § 359.091. The Certificate shall set forth:

• (a) The name of the limited partnership;
• (b) The address of the registered office and the name and address of the registered agent for service of process as required by R.S.Mo. § 359.041;
• (c) The name and the business address of each General Partner;
• (d) The events, if any, on which the limited partnership is to dissolve or the number of years the limited partnership is to continue, which may be any number or perpetual; and
• (e) Any other matters the General Partners determine to include therein.

Filing Requirements:

• Filing Agency: Missouri Secretary of State, Business Services Division
• Address: 600 W. Main Street, Jefferson City, MO 65101
• Filing Fee: $105.00
• Form: LP-41 (Certificate of Limited Partnership)
• The Certificate must be executed by all General Partners (R.S.Mo. § 359.121).
• A limited partnership is formed at the time of the filing of the Certificate in the office of the Secretary of State, or at any other time specified in the Certificate, if there has been substantial compliance with R.S.Mo. § 359.091.
• Filing constitutes constructive notice of the limited partnership's existence (R.S.Mo. § 359.161).
• Online filing available through the Missouri Secretary of State website.

2.6 Registered Limited Liability Limited Partnership (LLLP) Election. The Partnership:

☐ IS a Registered Limited Liability Limited Partnership (LLLP) under R.S.Mo. § 359.172.

☐ IS NOT a Registered Limited Liability Limited Partnership.

(Check one)

If the Partnership elects LLLP status, the Certificate shall contain a statement that the limited partnership is a Registered Limited Liability Limited Partnership. The General Partners of an LLLP are not liable for the debts, obligations, and other liabilities of the Partnership whether arising in contract, tort, or otherwise, solely by reason of being a General Partner, subject to the provisions of R.S.Mo. § 359.172.

2.7 Annual Registration. The Partnership shall comply with all annual registration and reporting requirements of the Missouri Secretary of State.

2.8 Statement of Correction. If any statement in the Certificate was inaccurate when made or any arrangement or other fact has changed, the General Partner may file a Statement of Correction with the Secretary of State pursuant to R.S.Mo. § 359.145.

2.9 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 R.S.Mo. § 359.061 and the laws of the State of Missouri.

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, deed of trust, 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 (R.S.Mo. § 359.081);
• (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 Missouri Secretary of State (or such later date as specified in the Certificate, pursuant to R.S.Mo. § 359.091) and shall continue:

☐ For a period of [________________________________] years from the date of formation;

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

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

☐ 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 Form of Contribution. In accordance with R.S.Mo. § 359.281, a Capital Contribution may consist of cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash, property, or perform services.

5.3 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.

5.4 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;
• (c) The Partnership may pursue any remedies available under R.S.Mo. § 359.291 (obligation and rights of a partner to contribute); or
• (d) The General Partner may pursue any other remedy available at law or equity.

5.5 Liability for Unpaid Contributions. In accordance with R.S.Mo. § 359.291, a Partner is obligated to the Partnership to perform any promise to contribute cash, property, or services, even if the Partner is unable to perform because of death, disability, or any other reason. If a Partner does not make the required contribution, the Partner is obligated at the option of the Partnership to contribute cash equal to the portion of the promised contribution that has not been made.

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

5.7 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.

5.8 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 R.S.Mo. § 359.341, 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, and except to the extent such liabilities to Partners on account of their Partnership Interests exceed the fair value of the Partnership's assets).

8.4 Liability for Wrongful Distributions. In accordance with R.S.Mo. § 359.351, a Limited Partner who receives a distribution in violation of R.S.Mo. § 359.341 and who knew at the time of the distribution that the distribution violated the Act, shall be liable to the Partnership for the amount of the distribution.

8.5 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 Missouri.

8.6 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.

8.7 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 R.S.Mo. § 359.251, the General Partner shall have the rights and powers and be subject to the restrictions and liabilities of a partner in a partnership without limited partners. 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, 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, deeds of trust, mortgages, 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 the Missouri Secretary of State and the Missouri Department of Revenue; 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 R.S.Mo. § 359.165;
• (c) Incur indebtedness in excess of $[________________________________] in any single transaction or series of related transactions;
• (d) Admit a new General Partner (R.S.Mo. § 359.231);
• (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 Transactions with the Partnership. In accordance with R.S.Mo. § 359.071, a General Partner or Limited Partner may lend money to and transact other business with the Partnership. Such Partner shall have the same rights and obligations with respect to such matters as a person who is not a Partner, subject to other applicable law.

9.6 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.

9.7 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.

9.8 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 R.S.Mo. § 359.201, 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 participates in the control of the business. If a Limited Partner participates in the control of the business, the 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 R.S.Mo. § 359.201, a Limited Partner does not participate in the control of the business within the meaning of that section solely by:

• (a) Being a contractor for, or an agent or employee of, the Partnership or of a General Partner, or being an officer, director, or shareholder of a corporate 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 or guaranteeing one or more specific obligations of the Partnership;
• (d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership;
• (e) Requesting or attending a meeting of Partners;
• (f) Proposing, approving, or disapproving, by voting or otherwise, 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; (iii) the incurrence of indebtedness by the Partnership other than in the ordinary course of its business; (iv) a change in the nature of the business; (v) the admission or removal of a General Partner; (vi) the admission or removal of a Limited Partner; (vii) a transaction involving an actual or potential conflict of interest between a General Partner and the Partnership or the Limited Partners; (viii) an amendment to the partnership agreement or the Certificate; or (ix) such other matters as provided in the partnership agreement;
• (g) Winding up the limited partnership; or
• (h) Exercising any right or power permitted to Limited Partners under the Act and not specifically enumerated above.

10.3 Voting Rights. In accordance with R.S.Mo. § 359.191, the partnership agreement may grant to all or certain identified Limited Partners or to a specified class of Limited Partners the right to vote (on a per capita or any other basis) upon any matter. 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 of the Partnership pursuant to R.S.Mo. § 359.165; and
• (g) Any other matter requiring the consent or approval of Limited Partners under this Agreement or the Act.

10.4 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.

10.5 Information Rights. In accordance with R.S.Mo. § 359.221, each Limited Partner has the right to:

• (a) Inspect and copy the Partnership's books and records during regular business hours upon reasonable demand;
• (b) Obtain from the General Partner from time to time upon reasonable demand: (i) true and full information regarding the state of the business and financial condition of the Partnership; (ii) promptly after becoming available, a copy of the Partnership's federal, state, and local income tax returns for each year; and (iii) other information regarding the affairs of the Partnership as is just and reasonable;
• (c) Obtain a formal 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 Assignment of Partnership Interest Under Missouri Law. In accordance with R.S.Mo. §§ 359.361 through 359.371, a Partnership Interest is assignable in whole or in part. An assignment of a Partnership Interest does not dissolve the Partnership and does not entitle the assignee to become a Partner or exercise any rights of a Partner. An assignee is entitled only to receive the distributions and allocations attributable to the assigned interest.

11.7 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, and with the consent of the General Partner.

ARTICLE XII — WITHDRAWAL AND REMOVAL OF PARTNERS

12.1 Withdrawal of General Partner. The General Partner may withdraw from the Partnership as provided in R.S.Mo. § 359.241, which sets forth the events of withdrawal of a General Partner including voluntary withdrawal, removal, assignment for the benefit of creditors, bankruptcy, death or dissolution of a General Partner, and other events. The General Partner shall give not less than one hundred eighty (180) days' prior written notice of voluntary withdrawal to all Limited 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 withdraw from the Partnership at the time or upon the occurrence of events specified in this Agreement or, if no such time or events are specified, upon not less than six (6) months' prior written notice to each General Partner at such General Partner's address on the books of the Partnership.

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). Such distribution shall be subject to the limitations of R.S.Mo. § 359.341.

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 R.S.Mo. § 359.381:

• (a) At the time or upon the happening of events specified in the Certificate (including the expiration of any specified term);
• (b) The written consent of all Partners;
• (c) An event of withdrawal of a General Partner (as defined in R.S.Mo. § 359.241), 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 the event of withdrawal, all remaining Partners agree in writing to continue the business and, if necessary, to the appointment of one or more additional General Partners effective as of the date of withdrawal;
• (d) The entry of a decree of judicial dissolution pursuant to R.S.Mo. § 359.391; 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, the Limited Partners or a person appointed by a court) shall wind up the affairs of the Partnership in accordance with R.S.Mo. § 359.401. 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 R.S.Mo. § 359.411, 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, to the extent otherwise permitted by law, in satisfaction of the Partnership's debts and liabilities other than liabilities for distributions to Partners;
• (b) Second, except as otherwise provided in this Agreement, to Partners and former Partners in satisfaction of liabilities for distributions under R.S.Mo. §§ 359.311 and 359.321;
• (c) Third, to Partners for the return of their Capital Contributions; and
• (d) Fourth, to Partners for their Partnership Interests in the proportions in which the Partners share in distributions, 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 Missouri Secretary of State pursuant to R.S.Mo. § 359.111.

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. In accordance with R.S.Mo. § 359.051, the Partnership shall maintain at its registered office the following records:

• (a) A current list of the full name and last known business address of each Partner, separately identifying the General Partners and Limited Partners in alphabetical order;
• (b) A copy of the Certificate and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate has been executed;
• (c) Copies of this Agreement and all amendments thereto;
• (d) Copies of the Partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
• (e) Copies of any then effective written partnership agreements and any financial statements of the Partnership for the three (3) most recent years; and
• (f) Such other records as are 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 Missouri Partnership Return of Income (Form MO-1065) with the Missouri Department of Revenue. 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 Missouri Department of Revenue;
• (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 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 R.S.Mo. § 359.201, 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 beyond the safe harbor activities described in Section 10.2.

15.4 LLLP Liability Shield. If the Partnership has elected Registered Limited Liability Limited Partnership (LLLP) status under Section 2.6, the General Partner shall not be liable for the debts, obligations, and other liabilities of the Partnership, whether arising in contract, tort, or otherwise, solely by reason of being a General Partner, subject to R.S.Mo. § 359.172 and any other applicable provisions of the Act.

15.5 Liability for False Statements in Certificate. In accordance with R.S.Mo. § 359.151, if any certificate or statement filed in the office of the Secretary of State contains a false statement, any person who suffers loss by reliance on such statement may recover damages from any partner who knew the statement to be false at the time the document was signed or who knew it to be false when executed and failed to cancel or amend the certificate.

15.6 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.

15.7 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 Missouri, 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 [________________________________], Missouri.

• (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 [________________________________], Missouri. 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 Missouri and the United States District Court for the applicable district of Missouri 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 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.

16.13 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.

16.14 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 Missouri

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 or state-issued ID ☐ 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: [________________________________]

Commissioned in the County of: [________________________________]

My Commission Expires: [__/__/____]

Commission Number: [________________________________]

[NOTARY SEAL]

EXHIBIT A — PARTNER SCHEDULE

Partners, Capital Contributions, and Percentage Interests

Form of Contribution

SOURCES AND REFERENCES

1. Missouri Uniform Limited Partnership Law — R.S.Mo. Chapter 359, §§ 359.011-359.691
   - Full text: https://law.justia.com/codes/missouri/title-xxiii/chapter-359/

2. R.S.Mo. § 359.091 — Certificate of Limited Partnership
   - https://law.justia.com/codes/missouri/title-xxiii/chapter-359/section-359-091/

3. Missouri Secretary of State — Certificate of Limited Partnership Form (LP-41)
   - https://www.sos.mo.gov/CMSImages/Business/lp41.pdf

4. R.S.Mo. § 359.172 — Registered Limited Liability Limited Partnership
   - https://law.justia.com/codes/missouri/title-xxiii/chapter-359/section-359-172/

5. R.S.Mo. § 359.201 — Liability of Limited Partners to Third Parties
   - (Referenced in Missouri Revised Statutes Chapter 359)

6. Missouri Secretary of State — Business Services Division
   - https://www.sos.mo.gov/business/

7. Missouri Revisor of Statutes — Chapter 359
   - https://revisor.mo.gov/main/OneSection.aspx?section=359.091

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

10. 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 State of Missouri 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.