Limited Partnership Agreement (Mississippi)

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LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A MISSISSIPPI LIMITED PARTNERSHIP

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, each of whom is identified herein as either a General Partner or a Limited Partner of the Partnership formed under the laws of the State of Mississippi.

RECITALS

WHEREAS, the parties desire to form a limited partnership (the "Partnership") under and pursuant to the Mississippi Uniform Limited Partnership Act, Miss. Code Ann. Section 79-14-101 et seq. (the "Act"), for the purposes and upon the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to file a Certificate of Limited Partnership with the Office of the Mississippi Secretary of State, Business Services Division, in accordance with Miss. Code Ann. Section 79-14-201;

WHEREAS, the parties have agreed to the respective capital contributions, profit and loss sharing ratios, and management responsibilities as set forth herein;

WHEREAS, the General Partner(s) shall have the authority and responsibility for the management of the Partnership's business and affairs, and the Limited Partner(s) shall have no right to participate in or control the management of the Partnership's business and affairs, except as expressly provided by the Act or this Agreement;

WHEREAS, the parties wish to set forth their respective rights, duties, and obligations with respect to the Partnership and its business and affairs;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: DEFINITIONS

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

(a) "Act" means the Mississippi Uniform Limited Partnership Act, Miss. Code Ann. Section 79-14-101 et seq., as amended from time to time.

(b) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

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

(d) "Assignee" means a Person who has acquired a Transferable Interest but has not been admitted as a Partner.

(e) "Available Cash" means, with respect to any fiscal period, all cash receipts of the Partnership from any source during such period, less (i) all cash disbursements of the Partnership during such period, (ii) all amounts set aside as reserves established by the General Partner in its reasonable discretion for working capital, capital improvements, replacements, contingencies, and other Partnership purposes.

(f) "Bankruptcy" means, with respect to any Person, the occurrence of any of the following events: (i) such Person files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent; (ii) such Person files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state bankruptcy, insolvency, or similar statute or law; (iii) such Person seeks, consents to, or acquiesces in the appointment of any trustee, receiver, or liquidator of such Person or of all or any substantial part of the properties of such Person; (iv) a petition is filed against such Person seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state bankruptcy, insolvency, or similar statute or law, and such petition remains undismissed for ninety (90) days; or (v) any proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is commenced against such Person, and such proceeding is not dismissed within ninety (90) days.

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

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

(i) "Certificate" means the Certificate of Limited Partnership of the Partnership as filed with the Mississippi Secretary of State, as the same may be amended, supplemented, or restated from time to time.

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

(k) "Dissociation" means the dissociation of a Partner from the Partnership as provided in Miss. Code Ann. Sections 79-14-601 through 79-14-605.

(l) "Distribution" means a transfer of money or other property from the Partnership to a Partner in the Partner's capacity as a Partner, or to an Assignee in the Assignee's capacity as an Assignee.

(m) "Effective Date" means the date first set forth above in this Agreement.

(n) "Fiscal Year" means the fiscal year of the Partnership as set forth in Section 16.1.

(o) "General Partner" means any Person who has been admitted to the Partnership as a general partner and who has not dissociated as a general partner, or any Person who has become a general partner pursuant to the terms of this Agreement.

(p) "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the Partner's Transferable Interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the Partnership.

(q) "Limited Partner" means any Person who has been admitted to the Partnership as a limited partner and who has not dissociated as a limited partner, or any Person who has become a limited partner pursuant to the terms of this Agreement.

(r) "Majority in Interest" means Partners holding, in the aggregate, more than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to vote on the matter at issue.

(s) "Net Profits" and "Net Losses" mean, respectively, for each Fiscal Year or other period, an amount equal to the Partnership's taxable income or loss for such Fiscal Year or period, determined in accordance with Code Section 703(a).

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

(u) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Exhibit A hereto, as the same may be amended from time to time.

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

(w) "Principal Office" means the principal office of the Partnership as set forth in Section 2.4.

(x) "Secretary of State" means the Secretary of State of the State of Mississippi.

(y) "Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, or other disposition of all or any portion of a Partnership Interest, whether voluntary, involuntary, or by operation of law.

(z) "Transferable Interest" means a Partner's right to receive distributions from the Partnership as provided in Miss. Code Ann. Section 79-14-701.

(aa) "Treasury Regulations" means the federal income tax regulations, including any temporary regulations, promulgated under the Code.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 Formation. The Partnership is hereby formed as a limited partnership pursuant to and in accordance with the Act. The General Partner shall execute and file the Certificate of Limited Partnership with the Office of the Mississippi Secretary of State in accordance with Miss. Code Ann. Section 79-14-201. The Certificate shall set forth: (a) the name of the limited partnership; (b) the street and mailing address of the initial designated office; (c) the name and street and mailing address of the initial agent for service of process; (d) the name and the street and mailing address of each general partner; and (e) whether the limited partnership is a limited liability limited partnership.

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

[________________________________], L.P.

The name of the Partnership shall comply with the requirements of Miss. Code Ann. Section 79-14-108, and shall contain the words "limited partnership" or the abbreviation "L.P." or "LP" and shall not contain the name of any Limited Partner unless (i) such name 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.

Section 2.3 Registered Agent and Office. The registered agent and registered office of the Partnership in the State of Mississippi shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], Mississippi [____]

The General Partner may change the registered agent or registered office from time to time by filing the appropriate amendment with the Secretary of State in accordance with the Act.

Section 2.4 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]

[________________________________], Mississippi [____]

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

Section 2.5 Term. The Partnership shall commence on the date the Certificate of Limited Partnership is filed with the Mississippi Secretary of State (or such later date as specified in the Certificate) and shall continue in existence until dissolved in accordance with Article XIV of this Agreement and the provisions of the Act.

Section 2.6 Purpose. The purpose of the Partnership is to:

[________________________________]

and to engage in any and all lawful activities incidental or related thereto, and to engage in any other lawful business or activity in which a limited partnership may engage under the laws of the State of Mississippi.

Section 2.7 Qualification in Other Jurisdictions. The General Partner is authorized to cause the Partnership to be qualified, formed, or registered under the laws of any jurisdiction in which the Partnership transacts business and to execute, deliver, and file any certificates or documents necessary or desirable to effectuate such qualification, formation, or registration.

Section 2.8 Title to Partnership Property. All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership interest in such property. Each Partner hereby waives any right of partition or any right to take any other action that might otherwise be available to such Partner for the purpose of severing the Partner's relationship with the Partnership or the Partner's interest in Partnership assets from the interests of the other Partners.

ARTICLE III: PARTNERS

Section 3.1 General Partner(s). The name(s) and address(es) of the General Partner(s) of the Partnership are as follows:

No.	Name of General Partner	Address	Initial Capital Contribution	Percentage Interest
1.	[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	[________________________________]	$[________________________________]	[____]%

Section 3.2 Limited Partner(s). The name(s) and address(es) of the Limited Partner(s) of the Partnership are as follows:

No.	Name of Limited Partner	Address	Initial Capital Contribution	Percentage Interest
1.	[________________________________]	[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	[________________________________]	$[________________________________]	[____]%
3.	[________________________________]	[________________________________]	$[________________________________]	[____]%
4.	[________________________________]	[________________________________]	$[________________________________]	[____]%
5.	[________________________________]	[________________________________]	$[________________________________]	[____]%

Section 3.3 Representations and Warranties. Each Partner, by executing this Agreement, represents and warrants to the Partnership and to all other Partners that:

(a) Such Partner has full legal right, power, and authority to enter into and perform this Agreement and to make the Capital Contributions required of such Partner;

(b) This Agreement constitutes a legal, valid, and binding obligation of such Partner, enforceable against such Partner in accordance with its terms;

(c) Such Partner is acquiring the Partnership Interest for such Partner's own account and not with a view to the distribution thereof in violation of applicable securities laws;

(d) Such Partner has been provided access to all information regarding the Partnership and its proposed business that such Partner has requested and has had the opportunity to ask questions of the General Partner;

(e) Such Partner acknowledges that the Partnership Interest has not been registered under the Securities Act of 1933, as amended, or under any state securities laws, and may not be transferred except in compliance with all applicable securities laws;

(f) If such Partner is an entity, such Partner is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and

(g) The execution, delivery, and performance of this Agreement by such Partner does not and will not conflict with, result in a breach of, or constitute a default under any agreement, instrument, or order to which such Partner is a party or by which such Partner is bound.

ARTICLE IV: PARTNERSHIP PURPOSE AND BUSINESS

Section 4.1 Business of the Partnership. The business of the Partnership (the "Business") shall consist of:

(a) [________________________________];

(b) [________________________________];

(d) Such other lawful business activities as may be approved from time to time by the General Partner, subject to any limitations set forth in this Agreement.

Section 4.2 Powers. Subject to the limitations set forth in this Agreement and the Act, the Partnership shall have the power to do all things necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, including, without limitation:

(a) Acquiring, holding, managing, operating, improving, financing, refinancing, mortgaging, selling, exchanging, leasing, and otherwise dealing with real and personal property;

(b) Entering into contracts, agreements, and other instruments;

(c) Borrowing money and issuing evidences of indebtedness, and securing the same by mortgage, pledge, or other encumbrance of the assets of the Partnership;

(d) Opening and maintaining bank accounts and investment accounts;

(e) Employing or retaining agents, employees, accountants, attorneys, and other professionals;

(f) Filing tax returns and other required documents;

(g) Commencing, prosecuting, or defending any proceeding in the Partnership's name;

(h) Purchasing insurance; and

(i) Doing any and all other acts and things necessary, desirable, or convenient to carry out the purposes of the Partnership.

Section 4.3 Restrictions. The Partnership shall not engage in any business activity that is not consistent with the purposes set forth in this Article IV without the prior written consent of a Majority in Interest of all Partners.

ARTICLE V: CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name in the table in Section 3.1 or Section 3.2, as applicable, and as further detailed in Exhibit A, on or before [__/__/____] (the "Initial Contribution Date"). Capital Contributions may be made in cash or in property, subject to the approval of the General Partner, as permitted by Miss. Code Ann. Section 79-14-501.

Section 5.2 Additional Capital Contributions.

(a) No Partner shall be required to make any additional Capital Contributions to the Partnership beyond such Partner's initial Capital Contribution, unless otherwise agreed in writing by such Partner.

(b) If the General Partner determines that additional Capital Contributions are necessary for the business of the Partnership, the General Partner shall deliver written notice to all Partners specifying: (i) the total amount of additional Capital Contributions required; (ii) each Partner's proportionate share based on such Partner's Percentage Interest; (iii) the purpose for which the additional Capital Contributions are needed; and (iv) the date by which such additional Capital Contributions must be made, which shall not be less than thirty (30) days from the date of such notice.

(c) If any Partner fails to make a required additional Capital Contribution within the time period specified (a "Defaulting Partner"), the non-defaulting Partners may, but shall not be obligated to:

☐ Make the additional Capital Contribution on behalf of the Defaulting Partner, which amount shall be treated as a loan to the Defaulting Partner bearing interest at [____]% per annum;

☐ Reduce the Defaulting Partner's Percentage Interest proportionally;

☐ Exercise any other remedy available under this Agreement or applicable law.

Section 5.3 Capital Accounts.

(a) 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:

(i) Credited with the amount of cash and the fair market value of property (net of any liabilities assumed by the Partnership or to which the property is subject) contributed by such Partner to the Partnership;

(ii) Credited with such Partner's distributive share of Net Profits and any items of income or gain specially allocated to such Partner pursuant to this Agreement;

(iii) Debited with the amount of cash and the fair market value of property (net of any liabilities assumed by such Partner or to which the property is subject) distributed to such Partner by the Partnership; and

(iv) Debited with such Partner's distributive share of Net Losses and any items of loss or deduction specially allocated to such Partner pursuant to this Agreement.

(b) In the event of a Transfer of all or a portion of a Partnership Interest, the Capital Account of the transferor shall be transferred to the transferee to the extent attributable to the Partnership Interest transferred.

Section 5.4 Return of Capital Contributions. No Partner shall have the right to demand or receive the return of such Partner's Capital Contribution except upon dissolution and winding up of the Partnership or as otherwise expressly provided in this Agreement. No Partner shall receive interest on such Partner's Capital Contribution or Capital Account balance, except as otherwise expressly provided in this Agreement. No Partner shall be liable for the return of any other Partner's Capital Contribution.

Section 5.5 Loans by Partners. Any Partner may, with the prior written consent of the General Partner, make loans to the Partnership. Such loans shall not be treated as Capital Contributions and shall not increase the lending Partner's Capital Account or Percentage Interest. Loans by Partners shall bear interest at a rate agreed upon by the lending Partner and the General Partner and shall be repaid in accordance with the terms agreed upon by the parties.

ARTICLE VI: ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 Allocation of Net Profits. Except as otherwise provided in Section 6.3, Net Profits for each Fiscal Year (or other applicable period) shall be allocated among the Partners in the following order of priority:

(a) First, to the Partners in proportion to and to the extent of the cumulative Net Losses previously allocated to such Partners that have not been offset by prior allocations of Net Profits;

(b) Second, to the Partners in proportion to their respective Percentage Interests.

Section 6.2 Allocation of Net Losses. Except as otherwise provided in Section 6.3, Net Losses for each Fiscal Year (or other applicable period) shall be allocated among the Partners in the following order of priority:

(a) First, to the Partners in proportion to and to the extent of the cumulative Net Profits previously allocated to such Partners that have not been offset by prior allocations of Net Losses;

(b) Second, to the Partners in proportion to their respective Percentage Interests; provided, however, that Net Losses allocated to any Limited Partner pursuant to this Section 6.2 shall not exceed the maximum amount of Net Losses that can be so allocated without causing such Limited Partner to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. All Net Losses in excess of the limitation set forth in the preceding sentence shall be allocated to the General Partner(s).

Section 6.3 Special Allocations.

(a) Qualified Income Offset. If any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Partner 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 specially allocated items of Partnership income and gain for such year in an amount equal to such Partner's share of the net decrease in Partnership minimum gain, as determined under Treasury Regulations Section 1.704-2(g).

(c) Partner Nonrecourse Debt 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 partner nonrecourse debt minimum gain attributable to such Partner's nonrecourse debt shall be specially allocated items of Partnership income and gain for such year in an amount equal to such Partner's share of the net decrease in partner nonrecourse debt minimum gain, as determined under 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.

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

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

Section 6.4 Tax Allocations.

(a) Except as otherwise provided in this Section 6.4, each item of income, gain, loss, and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as the corresponding item of Net Profits or Net Losses is allocated under Sections 6.1 and 6.2.

(b) 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 capital of 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 initial Gross Asset Value.

(c) The General Partner shall select any method permitted under the Treasury Regulations for making allocations under Code Section 704(c) and shall apply such method consistently.

ARTICLE VII: DISTRIBUTIONS

Section 7.1 Distributions of Available Cash. Subject to Section 7.3, Available Cash, if any, shall be distributed to the Partners at such times and in such amounts as determined by the General Partner in its reasonable discretion, but not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually], in the following order of priority:

(a) First, to the Partners in proportion to and to the extent of any unpaid preferred return (if applicable);

(b) Second, to the Partners in proportion to their respective Percentage Interests.

Section 7.2 Distributions upon Liquidation. Upon dissolution and winding up of the Partnership, distributions shall be made in accordance with Article XIV.

Section 7.3 Limitations on Distributions.

(a) No Distribution shall be made if, after giving effect to such Distribution, all liabilities of the Partnership, other than liabilities to Partners on account of their Partnership Interests, exceed the fair value of the Partnership's assets.

(b) The General Partner may withhold from any Distribution to any Partner any amounts required to be withheld under the Code, applicable state tax law, or any other applicable law and shall remit any such amounts to the appropriate taxing authorities. Any amounts so withheld shall be treated as Distributions to such Partner for all purposes of this Agreement.

Section 7.4 Distributions in Kind. No Partner may demand or receive Distributions in kind. The General Partner may, in its sole discretion, make Distributions in kind, provided that any property so distributed shall be valued at its fair market value as determined by the General Partner in good faith.

ARTICLE VIII: MANAGEMENT AND VOTING RIGHTS

Section 8.1 Management by General Partner. The management, control, and operation of the Partnership and its business and affairs shall be vested exclusively in the General Partner, as provided in Miss. Code Ann. Section 79-14-406. The General Partner shall have the right, power, and authority to manage and control the business and affairs of the Partnership and to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate to effectuate the business and purposes of the Partnership.

Section 8.2 Authority of General Partner. Without limiting the generality of Section 8.1, the General Partner shall have the authority, on behalf of the Partnership and without the consent or approval of any Limited Partner except as otherwise expressly provided in this Agreement, to:

(a) Execute, deliver, and perform any and all contracts, agreements, leases, and other instruments;

(b) Open, maintain, and close bank accounts and investment accounts and draw checks or other orders for the payment of money;

(c) Borrow money on behalf of the Partnership, issue evidences of indebtedness, and secure the payment thereof by mortgage, pledge, or encumbrance of all or any part of the assets of the Partnership;

(d) Employ, engage, and dismiss employees, contractors, agents, attorneys, accountants, and other professionals;

(e) Acquire, hold, manage, improve, lease, sell, exchange, and dispose of real and personal property;

(f) Purchase or obtain insurance for the Partnership, the Partners, and the Partnership's assets;

(g) Commence, prosecute, settle, or defend any actions or proceedings in the name of the Partnership;

(h) Make Distributions to Partners in accordance with this Agreement;

(i) Pay all taxes, assessments, and other charges due and payable by the Partnership;

(j) Determine appropriate reserves for the Partnership;

(k) Invest Partnership funds in money market instruments, certificates of deposit, government securities, and other short-term investments;

(l) Make all elections and filings required or permitted under applicable tax laws; and

(m) Take all other actions that the General Partner deems necessary, desirable, or appropriate to carry out the purposes of the Partnership.

Section 8.3 Actions Requiring Consent of Limited Partners. Notwithstanding Section 8.2, the General Partner shall not take any of the following actions without the prior written consent of a Majority in Interest of the Limited Partners (or such greater percentage as specified below):

(a) The sale, exchange, lease, or other transfer of all or substantially all of the assets of the Partnership outside the ordinary course of business;

(b) The merger, conversion, or consolidation of the Partnership with or into another entity;

(d) The admission of a new General Partner;

(e) Any transaction between the Partnership and the General Partner or any Affiliate of the General Partner, except as otherwise expressly permitted by this Agreement;

(f) The incurrence of indebtedness in excess of $[________________________________] in any single transaction or series of related transactions;

(g) The commencement of any voluntary bankruptcy proceeding;

(h) Any change in the principal purpose or business of the Partnership;

(i) The issuance of additional Partnership Interests; and

(j) Any action that would make it impossible to carry on the ordinary business of the Partnership.

Section 8.4 Voting Rights of Limited Partners. Each Limited Partner shall be entitled to vote on those matters specified in Section 8.3 and on such other matters as are expressly provided in this Agreement or required by the Act. Each Limited Partner shall have voting power in proportion to such Limited Partner's Percentage Interest.

Section 8.5 Meetings of Partners.

(a) Meetings of the Partners may be called by the General Partner or by Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners.

(b) Written notice of any meeting shall be delivered to each Partner not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting and shall state the time, place, and purpose of the meeting.

(c) Partners may participate in meetings by telephone or other electronic means of communication by which all participants can simultaneously hear each other.

(d) Any action required or permitted to be taken at a meeting of Partners may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Partners having not less than the minimum number of votes that would be necessary to authorize the action at a meeting.

Section 8.6 No Participation by Limited Partners. Except as expressly provided in this Agreement or required by the Act, no Limited Partner shall take part in the management or control of the Partnership's business, transact any business in the Partnership's name, or have the power to sign documents for or otherwise bind the Partnership by virtue of being a Limited Partner, as provided in Miss. Code Ann. Section 79-14-302.

ARTICLE IX: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 9.1 General Duties and Obligations. The General Partner shall devote such time and effort to the business and affairs of the Partnership as is reasonably necessary for the management and operation thereof. The General Partner shall act in good faith and in a manner it reasonably believes to be in the best interests of the Partnership, consistent with its obligations under Miss. Code Ann. Section 79-14-403 and the duties set forth therein.

Section 9.2 Duty of Care. The General Partner's duty of care in the conduct and winding up of the Partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law, as provided in Miss. Code Ann. Section 79-14-408.

Section 9.3 Duty of Loyalty. The General Partner's duty of loyalty includes the obligation to:

(a) Account to the Partnership and hold as trustee for it any property, profit, or benefit derived by the General Partner in the conduct and winding up of the Partnership's activities or from a use by the General Partner of Partnership property;

(b) Refrain from dealing with the Partnership in the conduct or winding up of the Partnership's activities as or on behalf of a person having an interest adverse to the Partnership; and

(c) Refrain from competing with the Partnership in the conduct of the Partnership's activities before the dissolution of the Partnership.

Section 9.4 Compensation of General Partner. The General Partner shall be entitled to receive the following compensation for services rendered to the Partnership:

(a) A management fee equal to [____]% of [☐ gross revenues / ☐ net revenues / ☐ total capital contributions] per [☐ month / ☐ quarter / ☐ year], payable [☐ monthly / ☐ quarterly / ☐ annually];

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

Section 9.5 Other Business Activities. Subject to Section 9.3(c), the General Partner may engage in other business activities and ventures of any nature, whether or not similar to or in competition with the Partnership, and shall not be obligated to present any investment or business opportunity to the Partnership, unless:

☐ The General Partner is expressly restricted from engaging in competing business activities during the term of the Partnership; OR

☐ The General Partner may engage in other business activities without restriction.

Section 9.6 Limitation of Liability. The General Partner shall not be liable to the Partnership or to any Partner for any loss or damage sustained by the Partnership or any Partner unless such loss or damage resulted from the General Partner's fraud, willful misconduct, gross negligence, or material breach of this Agreement. The General Partner shall not be liable for errors in judgment or for any act or omission if the General Partner acted in good faith.

ARTICLE X: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1 Limited Liability. In accordance with Miss. Code Ann. Section 79-14-303, a Limited Partner shall not be personally liable for any obligation of the Partnership solely by reason of being or acting as a Limited Partner, even if the Limited Partner participates in the management and control of the Partnership.

Section 10.2 Rights of Limited Partners. Each Limited Partner shall have the following rights:

(a) The right to receive Distributions as provided in this Agreement;

(b) The right to receive allocations of Net Profits and Net Losses as provided in this Agreement;

(c) The right to inspect and copy the books and records of the Partnership at the Partner's expense during normal business hours, as provided in Miss. Code Ann. Section 79-14-304;

(d) The right to vote on those matters specified in Section 8.3 and on such other matters as are expressly provided in this Agreement or required by the Act;

(e) The right to bring a derivative action on behalf of the Partnership in accordance with the Act;

(f) The right to Transfer such Limited Partner's Transferable Interest, subject to the provisions of Article XII;

(g) The right to receive a formal account of Partnership affairs whenever circumstances render it just and reasonable; and

(h) The right to obtain from the General Partner, upon reasonable demand, true and full information regarding the state of the business and financial condition of the Partnership.

Section 10.3 Obligations of Limited Partners. Each Limited Partner shall:

(a) Make the Capital Contributions required of such Limited Partner under this Agreement;

(b) Comply with the terms and provisions of this Agreement;

(d) Not disclose any confidential information regarding the Partnership's business to any Person not a party to this Agreement, except as required by law.

Section 10.4 No Right to Manage. Except as expressly provided in this Agreement, no Limited Partner shall have any right or authority to act for, bind, or otherwise obligate the Partnership.

ARTICLE XI: BOOKS, RECORDS, AND ACCOUNTING

Section 11.1 Books and Records. The Partnership shall maintain at its Principal Office (or such other location as the General Partner may determine) the following books and records:

(a) A current list of the full name and last-known mailing address of each Partner;

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

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

(d) Copies of this Agreement, including all amendments thereto, and copies of any prior partnership agreements;

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

(f) A record of the Capital Contributions made by each Partner and the dates thereof;

(g) A record of all Distributions made to each Partner and the dates thereof; and

(h) Such other books and records as are required by the Act or as the General Partner deems appropriate.

Section 11.2 Inspection Rights. In accordance with Miss. Code Ann. Section 79-14-304, each Partner and each Partner's designated representative shall have the right, during normal business hours and upon reasonable advance written notice to the General Partner, to inspect and copy, at such Partner's expense, the books and records of the Partnership described in Section 11.1.

Section 11.3 Financial Statements and Reports. 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, which shall include a balance sheet, an income statement, and a statement of changes in each Partner's Capital Account;

(b) Within seventy-five (75) days after the end of each Fiscal Year, all information necessary for the preparation of each Partner's federal and state income tax returns, including IRS Schedule K-1;

(d) Such other reports and information as any Partner may reasonably request.

Section 11.4 Accounting Method. The books and records of the Partnership shall be maintained on the [☐ cash / ☐ accrual] basis of accounting in accordance with generally accepted accounting principles (GAAP) consistently applied, or on such other basis as the General Partner may determine to be appropriate and consistent with the Code and Treasury Regulations.

Section 11.5 Bank Accounts. All funds of the Partnership shall be deposited in the Partnership's name in one or more accounts at banks or other financial institutions as designated by the General Partner. Withdrawals from such accounts shall be made only by Persons authorized by the General Partner.

ARTICLE XII: TRANSFER OF PARTNERSHIP INTERESTS

Section 12.1 Restrictions on Transfer. No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article XII and the Act. Any purported Transfer of a Partnership Interest that does not comply with the provisions of this Article XII shall be void and of no effect.

Section 12.2 Transfer by General Partner. The General Partner may not Transfer all or any portion of the General Partner's Partnership Interest without the prior written consent of all Limited Partners.

Section 12.3 Transfer by Limited Partner. A Limited Partner may Transfer all or any portion of such Limited Partner's Transferable Interest, subject to the following conditions:

(a) Right of First Refusal. Before any Limited Partner (the "Transferring Partner") may Transfer any portion of such Limited Partner's Partnership Interest to any Person who is not a Partner (a "Proposed Transferee"), the Transferring Partner shall first offer such Partnership Interest to the Partnership and then to the remaining Partners, in each case on the same terms and conditions as the proposed Transfer, in accordance with the following procedures:

(i) The Transferring Partner shall deliver to the General Partner written notice (the "Transfer Notice") of the proposed Transfer, specifying: the name and address of the Proposed Transferee; the Percentage Interest to be Transferred; the proposed price and payment terms; and all other material terms and conditions of the proposed Transfer.

(ii) The Partnership shall have thirty (30) days from receipt of the Transfer Notice (the "Partnership Option Period") to elect to purchase all (but not less than all) of the Partnership Interest offered in the Transfer Notice at the price and on the terms specified therein.

(iii) If the Partnership does not elect to purchase the Partnership Interest within the Partnership Option Period, each remaining Partner shall have an additional thirty (30) days (the "Partner Option Period") to elect to purchase a pro rata portion (based on Percentage Interests) of the Partnership Interest offered in the Transfer Notice.

(iv) If the Partnership Interest is not purchased pursuant to the foregoing, the Transferring Partner may consummate the Transfer to the Proposed Transferee on terms no more favorable to the Proposed Transferee than those specified in the Transfer Notice, provided that such Transfer is completed within ninety (90) days following expiration of the Partner Option Period.

(b) Conditions to Transfer. Any Transfer of a Partnership Interest by a Limited Partner shall be subject to the following additional conditions:

(i) The Transfer shall comply with all applicable federal and state securities laws;

(ii) The transferee shall execute and deliver to the General Partner a written instrument agreeing to be bound by the terms of this Agreement;

(iii) The Transfer shall not cause the Partnership to be treated as a publicly traded partnership within the meaning of Code Section 7704;

(iv) The Transfer shall not cause the Partnership to terminate under Code Section 708;

(v) The Transferring Partner shall pay all costs and expenses incurred by the Partnership in connection with the Transfer; and

(vi) The General Partner shall consent in writing to such Transfer, which consent shall not be unreasonably withheld.

Section 12.4 Effect of Transfer. A Transfer of a Transferable Interest does not entitle the transferee to participate in the management or conduct of the Partnership's activities, to require access to information concerning the Partnership's transactions, or to inspect or copy the Partnership's records. A transferee of a Transferable Interest has only the rights of an Assignee as provided in Miss. Code Ann. Section 79-14-702.

Section 12.5 Admission of Transferee as Partner. An Assignee may be admitted as a Partner only upon the written consent of all Partners and compliance with Section 13.1 or Section 13.2, as applicable.

ARTICLE XIII: ADMISSION OF NEW PARTNERS

Section 13.1 Admission of New General Partner. A new General Partner may be admitted to the Partnership only upon:

(a) The prior written consent of all existing Partners; and

(b) Compliance with all applicable provisions of this Agreement and the Act, including execution of an amendment to this Agreement and the Certificate.

Section 13.2 Admission of New Limited Partner. A new Limited Partner may be admitted to the Partnership upon:

(a) The prior written consent of the General Partner and a Majority in Interest of the existing Limited Partners;

(b) The execution by the new Limited Partner of this Agreement (or a counterpart or joinder hereto); and

Section 13.3 Amendment of Agreement and Certificate. Upon the admission of any new Partner, this Agreement and the Certificate shall be amended to reflect the admission of such new Partner, and the General Partner is hereby authorized to execute such amendments on behalf of the Partnership.

ARTICLE XIV: WITHDRAWAL AND DISSOCIATION

Section 14.1 Dissociation of Limited Partner. A Limited Partner may be dissociated from the Partnership upon the occurrence of any of the events described in Miss. Code Ann. Section 79-14-601, including:

(a) The Partnership's having notice of the Limited Partner's express will to withdraw as a Limited Partner or on a later date specified by the Limited Partner;

(b) An event agreed to in this Agreement as causing the Limited Partner's dissociation;

(d) The Limited Partner's expulsion by unanimous consent of the other Partners;

(e) A judicial determination that the Limited Partner has engaged in wrongful conduct;

(f) The Limited Partner's Bankruptcy;

(g) In the case of an individual, the Limited Partner's death or a court order adjudging the Limited Partner to be incompetent; and

(h) In the case of an entity, the termination, dissolution, or other cessation of existence of such entity.

Section 14.2 Dissociation of General Partner. A General Partner may be dissociated from the Partnership upon the occurrence of any of the events described in Miss. Code Ann. Section 79-14-603, including:

(a) The Partnership's having notice of the General Partner's express will to withdraw as a General Partner;

(b) An event agreed to in this Agreement as causing the General Partner's dissociation;

(d) The General Partner's expulsion by unanimous consent of the other Partners;

(e) A judicial determination that the General Partner has engaged in wrongful conduct;

(f) The General Partner's Bankruptcy;

(g) In the case of an individual, the General Partner's death or a court order adjudging the General Partner to be incompetent; and

(h) In the case of an entity, the termination, dissolution, or other cessation of existence of such entity.

Section 14.3 Effect of Dissociation of General Partner. Upon the dissociation of a General Partner:

(a) The dissociated General Partner's right to participate in the management and conduct of the Partnership's activities terminates;

(b) The dissociated General Partner's duties of loyalty and care under Sections 9.2 and 9.3 continue only with regard to matters arising and events occurring before the General Partner's dissociation;

(c) The dissociated General Partner or the General Partner's estate, as applicable, shall be entitled to receive, within a reasonable time after the dissociation, the fair value of the dissociated General Partner's Transferable Interest as of the date of dissociation, based on the dissociated General Partner's right to share in distributions from the Partnership; and

(d) If the Partnership has at least one remaining General Partner, the Partnership shall continue, and the remaining General Partner(s) shall continue the business of the Partnership.

Section 14.4 Voluntary Withdrawal Restrictions.

(a) A Limited Partner may not voluntarily withdraw from the Partnership prior to the dissolution and winding up of the Partnership, except upon at least [____] days' prior written notice to the General Partner and with the prior written consent of the General Partner.

(b) A General Partner may not voluntarily withdraw from the Partnership prior to the dissolution and winding up of the Partnership, except upon at least [____] days' prior written notice to all Partners and with the prior written consent of a Majority in Interest of the Limited Partners.

ARTICLE XV: DISSOLUTION AND WINDING UP

Section 15.1 Events Causing Dissolution. The Partnership shall be dissolved upon the first to occur of the following events, as provided in Miss. Code Ann. Section 79-14-801:

(a) The happening of an event specified in this Agreement;

(b) The consent of all Partners;

(i) If the Partnership has at least one remaining General Partner, the consent to dissolve the Partnership given within ninety (90) days after the dissociation by Partners owning a majority of the rights to receive distributions as Partners; or

(ii) If the Partnership does not have a remaining General Partner, the passage of ninety (90) days after the dissociation, unless before the end of that period, Partners owning a majority of the rights to receive distributions as Limited Partners consent to continue the business and admit at least one General Partner;

(d) The passage of the term specified in this Agreement (if any);

(e) The entry of a decree of judicial dissolution under Miss. Code Ann. Section 79-14-802; or

(f) The entry of a decree ordering dissolution of the Partnership pursuant to a proceeding brought by the Mississippi Secretary of State.

Section 15.2 Winding Up. Upon the occurrence of an event of dissolution, the General Partner (or if there is no General Partner, a Person appointed by a majority of the remaining Partners) shall wind up the Partnership's affairs in accordance with Miss. Code Ann. Section 79-14-803, and shall:

(a) Collect and liquidate all of the Partnership's assets;

(b) Apply the proceeds of such liquidation in the following order of priority:

(i) First, to the payment of all debts and liabilities of the Partnership to creditors, including Partners who are creditors, in satisfaction of the liabilities of the Partnership, in the order of priority provided by law;

(ii) Second, to the establishment of any reserves that the General Partner (or the Person winding up the Partnership) deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership;

(iii) Third, to the repayment of any loans made by Partners to the Partnership; and

(iv) Fourth, to the Partners in accordance with the positive balances in their respective Capital Accounts, after giving effect to all allocations of Net Profits and Net Losses and all Distributions for the Fiscal Year in which the dissolution occurs.

(d) File a certificate of cancellation with the Mississippi Secretary of State upon completion of the winding up.

Section 15.3 Deficit Capital Accounts. No Partner with a negative balance in such Partner's Capital Account shall be obligated to restore such negative balance or make any Capital Contribution to the Partnership by reason of such negative balance, except as may be required by law or by a separate written agreement executed by such Partner.

Section 15.4 Distribution in Kind. The General Partner may distribute Partnership property in kind upon dissolution if the General Partner reasonably determines that liquidation of such property would be impractical or would cause undue loss to the Partners. Any property distributed in kind shall be valued at its fair market value as determined by the General Partner in good faith, and the Capital Accounts of the Partners shall be adjusted immediately prior to such distribution as if such property had been sold at its fair market value.

Section 15.5 Termination. The Partnership shall terminate when all assets of the Partnership have been distributed and the certificate of cancellation has been filed with the Mississippi Secretary of State.

ARTICLE XVI: TAX MATTERS

Section 16.1 Fiscal Year. The fiscal year of the Partnership (the "Fiscal Year") shall be the calendar year, or such other fiscal year as permitted by the Code and selected by the General Partner.

Section 16.2 Tax Elections. The General Partner shall have the authority to make all tax elections on behalf of the Partnership, including, without limitation:

(a) An election under Code Section 754 to adjust the basis of Partnership property;

(b) An election to use any permissible method of depreciation or amortization;

(d) Any other election permitted under the Code or applicable state tax law that the General Partner deems advisable.

Section 16.3 Tax Matters Partner / Partnership Representative.

(a) The General Partner is hereby designated as the "Partnership Representative" (as defined in Code Section 6223) for purposes of the Code and Treasury Regulations, and shall serve as the "Tax Matters Partner" for any taxable years to which such designation applies.

(b) The Partnership Representative shall have the authority to:

(i) Receive and respond to all correspondence and notices from the Internal Revenue Service and any state or local tax authority;

(ii) Represent the Partnership in connection with any federal, state, or local tax audit, examination, or administrative or judicial proceeding;

(iii) Make any election under Code Section 6226 to push out adjustments to Partners;

(iv) Consent to extend the statute of limitations with respect to Partnership tax matters;

(v) Settle or compromise any tax matter; and

(vi) Take any other action authorized by the Code, Treasury Regulations, or applicable state or local tax law.

(c) The Partnership Representative shall keep all Partners informed of any tax audits, examinations, or proceedings and shall not settle or compromise any tax matter that would have a material adverse effect on any Partner without first consulting with such Partner.

Section 16.4 Tax Returns. The General Partner shall cause the Partnership's federal, state, and local income tax returns to be prepared and timely filed. Each Partner shall furnish to the General Partner all pertinent information in such Partner's possession relating to the Partnership's operations that is necessary to enable the Partnership's income tax returns to be prepared and filed.

Section 16.5 Mississippi State Tax Matters. The Partnership shall comply with all applicable Mississippi state tax requirements, including but not limited to:

(a) Filing the Mississippi Partnership/S Corporation Income Tax Return (Form 84-105);

(b) Providing each Partner with the Mississippi Schedule K-1 reflecting such Partner's distributive share of Partnership income, deductions, and credits;

(d) Filing any required information returns with the Mississippi Department of Revenue.

ARTICLE XVII: INDEMNIFICATION AND LIABILITY

Section 17.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and the General Partner's officers, directors, managers, members, partners, employees, agents, and representatives (collectively, the "Indemnified Persons") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the management and operation of the Partnership's business and affairs; provided, however, that the Partnership shall not be required to indemnify any Indemnified Person to the extent that such claims, demands, losses, damages, liabilities, costs, or expenses resulted from such Indemnified Person's fraud, willful misconduct, gross negligence, or material breach of this Agreement.

Section 17.2 Advancement of Expenses. The Partnership shall advance to any Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any claim or proceeding for which indemnification may be sought under Section 17.1, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification.

Section 17.3 Limitation of Liability of Limited Partners. No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership solely by reason of being a Limited Partner. The liability of each Limited Partner for the debts, obligations, and liabilities of the Partnership shall be limited to the amount of such Limited Partner's Capital Contributions actually made plus such Limited Partner's share of any undistributed profits and assets of the Partnership, as provided in Miss. Code Ann. Section 79-14-303.

Section 17.4 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against them in their capacity as such, whether or not the Partnership would have the power to indemnify them against such liability under this Article XVII.

ARTICLE XVIII: DISPUTE RESOLUTION

Section 18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, including the Mississippi Uniform Limited Partnership Act, Miss. Code Ann. Section 79-14-101 et seq., without regard to the conflicts of law principles thereof.

Section 18.2 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a "Dispute"), the parties involved in such Dispute shall first attempt to resolve such Dispute through good-faith negotiation. Any party may initiate such negotiation by delivering written notice to the other parties describing the Dispute in reasonable detail.

Section 18.3 Mediation. If a Dispute is not resolved through negotiation within thirty (30) days after delivery of the written notice described in Section 18.2, any party may initiate mediation by delivering written notice to the other parties. The mediation shall be conducted by a single mediator mutually agreed upon by the parties, or if the parties cannot agree, by a mediator selected by the [________________________________] County Chancery Court. The mediation shall take place in [________________________________], Mississippi. The costs of the mediator shall be shared equally by the parties to the Dispute.

Section 18.4 Arbitration. If a Dispute is not resolved through mediation within sixty (60) days after the initiation of mediation:

☐ Option A: Binding Arbitration. The Dispute shall be submitted to final and binding arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator (or a panel of three arbitrators for disputes involving amounts in excess of $[________________________________]). The arbitration shall take place in [________________________________], Mississippi. The decision of the arbitrator(s) shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, including the Chancery Courts of the State of Mississippi.

☐ Option B: Litigation. Any Dispute not resolved through mediation shall be resolved by litigation in the Chancery Courts of [________________________________] County, Mississippi, or the United States District Court for the [☐ Northern / ☐ Southern] District of Mississippi, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to the laying of venue therein.

Section 18.5 Attorneys' Fees. In any proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

Section 18.6 Equitable Relief. Nothing in this Article XVIII shall prevent any party from seeking temporary or preliminary injunctive relief or other equitable relief from any court of competent jurisdiction if such relief is necessary to prevent irreparable harm.

Section 18.7 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE XIX: AMENDMENTS

Section 19.1 Amendments to Agreement. This Agreement may be amended or modified only by a written instrument executed by the General Partner and a Majority in Interest of the Limited Partners; provided, however, that no amendment shall:

(a) Modify the limited liability of any Limited Partner without the written consent of such Limited Partner;

(b) Alter the interest of any Partner in Net Profits, Net Losses, or Distributions without the written consent of such Partner;

(d) Reduce the Percentage Interest of any Partner without the written consent of such Partner.

Section 19.2 Amendments to Certificate. The General Partner is authorized to amend the Certificate from time to time to reflect any changes required by the Act, any amendments to this Agreement, or any other matters that the General Partner deems appropriate or necessary, in accordance with Miss. Code Ann. Section 79-14-202.

ARTICLE XX: GENERAL PROVISIONS

Section 20.1 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made:

(a) When delivered personally to the party to whom directed;

(b) Three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested;

(d) On the date of transmission, if sent by electronic mail with confirmation of receipt;

in each case, to the party at the address set forth in Section 3.1 or Section 3.2 (or such other address as such party may designate by written notice to the other parties).

Section 20.2 Entire Agreement. This Agreement, together with the Certificate, the Exhibits attached hereto, and any other documents executed in connection herewith, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Partners with respect to such subject matter.

Section 20.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.

Section 20.4 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 20.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and PDF copies of signatures shall be deemed original signatures for all purposes.

Section 20.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is to be enforced. No waiver of any provision shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless expressly so stated.

Section 20.7 Headings. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.

Section 20.8 Construction. As used in this Agreement, (a) words in the singular include the plural and vice versa; (b) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular section or provision; (c) the term "including" means "including, without limitation"; and (d) all references to Sections, Articles, and Exhibits refer to the Sections, Articles, and Exhibits of this Agreement unless otherwise specified.

Section 20.9 Further Assurances. Each Partner shall execute and deliver such additional documents and instruments, and shall take such further actions, as may be reasonably necessary to effectuate the purposes and intent of this Agreement.

Section 20.10 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Partnership or of any Partner.

Section 20.11 Confidentiality. Each Partner agrees to maintain in confidence and not to disclose to any Person who is not a Partner, agent, or advisor of the Partnership, any confidential information regarding the business, operations, financial condition, or affairs of the Partnership, except as required by law, governmental regulation, or judicial or administrative order.

Section 20.12 Force Majeure. No Partner shall be liable or responsible to the other Partners, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in performing any obligation under this Agreement when such failure or delay is caused by or results from acts beyond such Partner's reasonable control, including acts of God, flood, fire, earthquake, epidemic, pandemic, war, terrorism, invasion, riot, or any law, order, or governmental action.

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned parties have executed this Limited Partnership Agreement as of the Effective Date first set forth above.

GENERAL PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

LIMITED PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

NOTARY ACKNOWLEDGMENT

STATE OF MISSISSIPPI

COUNTY OF [________________________________]

Before me, the undersigned notary public, on this [____] day of [________________________________], [____], personally appeared:

☐ [________________________________], as General Partner

☐ [________________________________], as Limited Partner

known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public Signature: [________________________________]

Printed Name of Notary: [________________________________]

My Commission Expires: [__/__/____]

Notary Public, State of Mississippi

County of [________________________________]

[NOTARIAL SEAL]

EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

No.	Partner Name	Type	Capital Contribution (Cash)	Capital Contribution (Property Description)	Fair Market Value of Property	Total Capital Contribution	Percentage Interest
1.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
2.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
3.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
4.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
5.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
6.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
7.	[________________________________]	☐ General ☐ Limited	$[________________________________]	[________________________________]	$[________________________________]	$[________________________________]	[____]%
TOTAL						$[________________________________]	100%

EXHIBIT B: CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The following information shall be included in the Certificate of Limited Partnership to be filed with the Mississippi Secretary of State, Business Services Division, in accordance with Miss. Code Ann. Section 79-14-201:

1. Name of Limited Partnership: [________________________________], L.P.

2. Street and Mailing Address of Designated Office:

[________________________________]

[________________________________], Mississippi [____]

3. Name and Street and Mailing Address of Agent for Service of Process:

Name: [________________________________]

Address: [________________________________]

[________________________________], Mississippi [____]

4. Name and Street and Mailing Address of Each General Partner:

General Partner 1: [________________________________]

Address: [________________________________]

[________________________________], Mississippi [____]

General Partner 2: [________________________________]

Address: [________________________________]

[________________________________], Mississippi [____]

5. Limited Liability Limited Partnership Election:

☐ This limited partnership elects to be a limited liability limited partnership (LLLP) pursuant to Miss. Code Ann. Section 79-14-201(a)(5).

☐ This limited partnership does NOT elect to be a limited liability limited partnership.

6. Effective Date:

☐ Upon filing with the Secretary of State

☐ Delayed effective date: [__/__/____] (not more than 90 days after the date of filing)

Filing Information:

Filing Office: Mississippi Secretary of State, Business Services Division
Address: P.O. Box 136, Jackson, Mississippi 39205-0136
Physical Address: 125 South Congress Street, Jackson, Mississippi 39201
Phone: (601) 359-1633
Website: www.sos.ms.gov
Filing fees are established pursuant to Miss. Code Ann. Section 79-14-1104

EXHIBIT C: CONSENT OF REGISTERED AGENT

The undersigned, [________________________________], hereby consents to serve as the registered agent in the State of Mississippi for [________________________________], L.P., a Mississippi limited partnership.

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Mississippi [____]

Sources and References

Mississippi Uniform Limited Partnership Act: Miss. Code Ann. Section 79-14-101 et seq.
Mississippi Secretary of State, Business Services: https://www.sos.ms.gov
Mississippi Certificate of Limited Partnership Filing: Miss. Code Ann. Section 79-14-201
Mississippi Department of Revenue (Tax Matters): https://www.dor.ms.gov
Internal Revenue Code Section 704 (Partner's Distributive Share): 26 U.S.C. Section 704
Treasury Regulations Section 1.704-1(b) (Capital Account Maintenance)
Uniform Limited Partnership Act (2001) (Last Amended 2013), Uniform Law Commission

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Last updated: March 2026

Limited Partnership Agreement (Mississippi)