Limited Partnership Agreement (North Dakota)

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LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A NORTH DAKOTA 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 North Dakota.

RECITALS

WHEREAS, the parties desire to form a limited partnership (the "Partnership") under and pursuant to the North Dakota Uniform Limited Partnership Act, N.D. Cent. Code Chapter 45-10.2 (the "Act"), for the purposes and upon the terms and conditions set forth herein;

WHEREAS, the parties intend to file a Certificate of Limited Partnership with the Office of the North Dakota Secretary of State in accordance with N.D. Cent. Code Section 45-10.2-17;

WHEREAS, the parties have agreed to the respective capital contributions, allocations of profits and losses, and management rights and responsibilities as set forth herein;

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

WHEREAS, the parties intend to set forth their respective rights, duties, powers, and obligations with respect to the Partnership;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the adequacy 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 ascribed to them below:

(a) "Act" means the North Dakota Uniform Limited Partnership Act, N.D. Cent. Code Chapter 45-10.2, as amended from time to time.

(b) "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which such Partner is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

(c) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. "Control" means the power to direct the management and policies of a Person through ownership of voting securities, contract, or otherwise.

(d) "Agreement" means this Limited Partnership Agreement, as it may be amended, modified, supplemented, or restated from time to time.

(e) "Assignee" means a Person who has acquired a Transferable Interest but who has not been admitted as a Partner in the Partnership.

(f) "Available Cash" means, for any fiscal period, all cash receipts of the Partnership from whatever source during such period, less all cash disbursements during such period and all amounts designated as reserves by the General Partner for working capital, capital improvements, replacements, contingencies, debt service, and other reasonable Partnership purposes.

(g) "Bankruptcy" means, with respect to any Person: (i) the filing of a voluntary petition in bankruptcy or the commencement of a voluntary case under any applicable bankruptcy, insolvency, or debtor relief law; (ii) the entry of an order for relief against such Person in an involuntary case under any such law, which order is not dismissed within ninety (90) days; (iii) the making of a general assignment for the benefit of creditors; or (iv) the appointment of a receiver, trustee, custodian, or liquidator for such Person or substantially all of such Person's assets, which appointment is not vacated within ninety (90) days.

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

(i) "Capital Contribution" means the total amount of cash and the agreed fair market value of property (net of liabilities secured thereby) contributed or agreed to be contributed by a Partner to the capital of the Partnership.

(j) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the North Dakota Secretary of State pursuant to N.D. Cent. Code Section 45-10.2-17, as amended from time to time.

(k) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(l) "Dissociation" means the dissociation of a Partner from the Partnership as provided in N.D. Cent. Code Sections 45-10.2-43 through 45-10.2-47.

(m) "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.

(n) "Fiscal Year" means the fiscal year of the Partnership as determined under Section 16.1.

(o) "General Partner" means any Person admitted as a general partner in accordance with this Agreement and the Act who has not dissociated.

(p) "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including all rights and obligations attendant thereto.

(q) "Limited Partner" means any Person admitted as a limited partner in accordance with this Agreement and the Act who has not dissociated.

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

(s) "Net Profits" and "Net Losses" mean, for each Fiscal Year or applicable period, the Partnership's taxable income or loss determined in accordance with Code Section 703(a), with appropriate adjustments.

(t) "North Dakota Tax Commissioner" means the Office of the State Tax Commissioner of North Dakota.

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

(v) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Exhibit A.

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

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

(y) "Secretary of State" means the Secretary of State of the State of North Dakota.

(z) "Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, bequest, or other disposition of all or any portion of a Partnership Interest.

(aa) "Transferable Interest" means a Partner's right to receive distributions, as provided in N.D. Cent. Code Section 45-10.2-51.

(bb) "Treasury Regulations" means the federal income tax 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 the Act. The General Partner shall execute and deliver to the North Dakota Secretary of State for filing the Certificate of Limited Partnership in accordance with N.D. Cent. Code Section 45-10.2-17. The Certificate shall state: (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 shall comply with N.D. Cent. Code Section 45-10.2-06 and shall contain the words "limited partnership" or the abbreviation "L.P." or "LP." The name must be distinguishable upon the records of the Secretary of State from the name of every other organized entity and every reserved and registered name.

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

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], North Dakota [____]

The registered agent must be an individual resident of North Dakota whose business office is the same as the registered office, or a domestic or foreign entity authorized to do business in North Dakota that has a business office at the registered office address, in accordance with N.D. Cent. Code Section 45-10.2-13. The General Partner may change the registered agent or registered office by filing appropriate documents with the Secretary of State.

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

[________________________________]

[________________________________], North Dakota [____]

The General Partner may relocate the principal office upon written notice to all Partners.

Section 2.5 Term and Duration. The Partnership shall commence on the date the Certificate of Limited Partnership is filed with the North Dakota Secretary of State (or such later date as specified therein) and shall continue in perpetuity until dissolved in accordance with Article XV of this Agreement and the Act, as provided in N.D. Cent. Code Section 45-10.2-04.

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 in which a limited partnership may engage under the laws of the State of North Dakota.

Section 2.7 Foreign Qualification. The General Partner is authorized to cause the Partnership to qualify or register as a foreign limited partnership in any jurisdiction in which the Partnership conducts business and to execute, deliver, and file all necessary certificates, documents, and instruments to effectuate such qualification or registration.

Section 2.8 Title to Property. All property owned by the Partnership shall be owned by the Partnership as an entity. No Partner, individually, shall have any ownership interest in Partnership property. A Partner is not a co-owner of Partnership property and has no interest in Partnership property that can be transferred.

ARTICLE III: PARTNERS

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

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) are:

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

Section 3.3 Representations and Warranties. Each Partner represents and warrants to the Partnership and to all other Partners that:

(a) Such Partner has full legal capacity, right, power, and authority to enter into this Agreement and to perform all obligations hereunder;

(b) This Agreement is a legal, valid, and binding obligation of such Partner;

(c) Such Partner is acquiring the Partnership Interest solely for investment and for such Partner's own account, not for distribution or resale in violation of any applicable securities law;

(d) Such Partner has received or has had access to all information regarding the Partnership deemed relevant by such Partner and has had the opportunity to ask questions and receive answers;

(e) Such Partner acknowledges that the Partnership Interest has not been registered under the Securities Act of 1933, as amended, or under the North Dakota Securities Act (N.D. Cent. Code Chapter 10-04), and may not be Transferred except in compliance therewith;

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

(g) The execution and performance of this Agreement will not violate any agreement, instrument, order, or decree to which such Partner is a party or by which such Partner is bound.

ARTICLE IV: PARTNERSHIP PURPOSE AND BUSINESS

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

(a) [________________________________];

(b) [________________________________];

(d) Such other lawful business activities as the General Partner may determine, subject to the limitations of this Agreement.

Section 4.2 Powers. The Partnership shall have all powers necessary, convenient, or incidental to accomplishing its purposes, including:

(a) Acquiring, holding, managing, improving, financing, selling, leasing, and disposing of real and personal property;

(b) Entering into contracts, agreements, and instruments of every kind;

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

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

(f) Filing tax returns, annual reports, and other required documents;

(g) Commencing, prosecuting, or defending proceedings in the Partnership's name in the courts of the State of North Dakota or elsewhere;

(h) Purchasing insurance;

(i) Making charitable contributions; and

(j) Doing all other things necessary or desirable to carry out the Partnership's purposes.

Section 4.3 Limitations. The Partnership shall not engage in any business activity outside the scope of 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 in Sections 3.1 and 3.2 and in Exhibit A on or before [__/__/____]. Capital Contributions may be made in cash or in property, as permitted by N.D. Cent. Code Section 45-10.2-39. Contributions of property shall be valued at fair market value as agreed upon by the contributing Partner and the General Partner.

Section 5.2 Additional Capital Contributions.

(a) No Partner shall be required to make additional Capital Contributions beyond such Partner's initial contribution unless otherwise agreed in writing.

(b) If the General Partner determines additional capital is needed, the General Partner shall deliver a written capital call notice to all Partners specifying: (i) the total amount needed; (ii) each Partner's share based on Percentage Interest; (iii) the purpose of the capital call; and (iv) the due date, which shall be at least thirty (30) days from the date of notice.

(c) A Partner who fails to make a required additional Capital Contribution (a "Defaulting Partner") shall be subject to the following remedies, at the election of the non-defaulting Partners:

☐ The additional contribution made by non-defaulting Partners on behalf of the Defaulting Partner shall be treated as a loan bearing interest at [____]% per annum;

☐ The Defaulting Partner's Percentage Interest shall be diluted proportionally;

☐ The Defaulting Partner's right to receive Distributions shall be subordinated until the default is cured;

☐ Any other remedy available at law or equity.

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) Increased by the amount of cash and the agreed fair market value of property (net of liabilities assumed or taken subject to) contributed by such Partner;

(ii) Increased by such Partner's allocable share of Net Profits and items of income or gain specially allocated;

(iii) Decreased by the amount of cash and the agreed fair market value of property (net of liabilities assumed or taken subject to) distributed to such Partner; and

(iv) Decreased by such Partner's allocable share of Net Losses and items of deduction or loss specially allocated.

(b) Transfers of Partnership Interests shall result in the transfer of the corresponding Capital Account balance.

Section 5.4 No Right to Return of Capital. Except upon dissolution and winding up or as otherwise expressly provided herein, no Partner may demand or receive the return of such Partner's Capital Contribution. No interest shall accrue on Capital Contributions or Capital Account balances. No Partner shall be liable for the return of any other Partner's Capital Contribution.

Section 5.5 Partner Loans. With the prior written consent of the General Partner, any Partner may make loans to the Partnership. Such loans shall not constitute Capital Contributions and shall not affect the lending Partner's Capital Account or Percentage Interest. Terms of such loans, including interest rate and repayment schedule, shall be as agreed between the lending Partner and the General Partner.

ARTICLE VI: ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 Net Profits. Except as provided in Section 6.3, Net Profits for each Fiscal Year shall be allocated as follows:

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

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

Section 6.2 Net Losses. Except as provided in Section 6.3, Net Losses for each Fiscal Year shall be allocated as follows:

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

(b) Second, to the Partners in proportion to their Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner if such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit. Any excess Net Losses shall be allocated entirely to the General Partner(s).

Section 6.3 Special Allocations.

(a) Qualified Income Offset. If any Limited Partner unexpectedly receives 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 sufficient to eliminate the Adjusted Capital Account 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 as required by Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain during any Fiscal Year, allocations shall be made as required by Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions shall be allocated among the Partners in proportion to their Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions shall be allocated to the Partner bearing the economic risk of loss for the corresponding partner nonrecourse debt.

(f) Section 754 Adjustments. Adjustments to the tax basis of Partnership property under Code Sections 734(b) or 743(b) shall be treated as gain or loss and allocated consistently with the Capital Account adjustments required by Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 6.4 Tax Allocations.

(a) Except as otherwise provided, each item of income, gain, loss, and deduction for federal income tax purposes shall be allocated in the same manner as the corresponding book item under this Article VI.

(b) Items of income, gain, loss, and deduction with respect to contributed property shall be allocated in accordance with Code Section 704(c) and the Treasury Regulations thereunder using the method selected by the General Partner.

ARTICLE VII: DISTRIBUTIONS

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

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

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

Section 7.2 Tax Distributions. Prior to making other Distributions, the Partnership shall distribute to each Partner an amount reasonably estimated by the General Partner to be sufficient to enable such Partner to pay federal and North Dakota state income taxes on such Partner's allocable share of Partnership income, calculated at the highest combined marginal individual income tax rate.

Section 7.3 Limitations on Distributions.

(a) No Distribution shall be made if, after giving effect thereto, the Partnership's liabilities (other than liabilities to Partners for distributions) would exceed the fair value of its assets.

(b) The General Partner may withhold from Distributions any amounts required by the Code, North Dakota tax law, or other applicable law, and shall remit such amounts to the appropriate taxing authorities.

Section 7.4 Distributions in Kind. The General Partner may, in its sole discretion, make Distributions in kind. 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. Pursuant to N.D. Cent. Code Section 45-10.2-36, the management, control, and operation of the Partnership's business and affairs shall be vested exclusively in the General Partner. The General Partner shall have full, exclusive, and complete right, power, and authority to manage and control the Partnership and to take all actions deemed necessary, appropriate, or advisable in connection therewith.

Section 8.2 Specific Powers of General Partner. Without limiting Section 8.1, the General Partner is authorized to:

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

(b) Open and manage bank and investment accounts;

(d) Hire and terminate employees, contractors, agents, and professionals;

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

(f) Purchase insurance for the Partnership, its assets, and the Partners;

(g) Commence, prosecute, settle, or defend actions in the Partnership's name in the North Dakota District Courts, the North Dakota Supreme Court, federal courts, or other courts;

(h) Make Distributions in accordance with this Agreement;

(i) Pay taxes, assessments, and other obligations of the Partnership;

(j) Establish and maintain reserves;

(k) Make tax elections and filings;

(l) File the annual report with the North Dakota Secretary of State by April 1 of each year; and

(m) Take all other actions necessary or desirable for the Partnership's purposes.

Section 8.3 Actions Requiring Consent of Limited Partners. The General Partner shall not take the following actions without the prior written consent of Limited Partners holding at least [____]% of the aggregate Limited Partner Percentage Interests:

(a) Sale, exchange, or disposition of all or substantially all Partnership assets outside the ordinary course;

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

(d) Admission of a new General Partner;

(e) Related-party transactions between the Partnership and the General Partner or its Affiliates not on arm's-length terms;

(f) Incurrence of indebtedness exceeding $[________________________________];

(g) Commencement of voluntary bankruptcy proceedings;

(h) Material change in the Partnership's business purpose;

(i) Issuance of additional Partnership Interests or creation of new classes; and

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

Section 8.4 Voting Rights. Each Limited Partner shall vote in proportion to such Limited Partner's Percentage Interest on those matters specified in Section 8.3 and as otherwise required by this Agreement or the Act.

Section 8.5 Meetings and Written Consents.

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

(b) Written notice of meetings shall be delivered at least ten (10) and not more than sixty (60) days prior to the meeting date, stating the time, place, and purpose of the meeting.

(c) Partners may participate by telephone or other electronic communication allowing all participants to hear each other simultaneously.

(d) Actions may be taken without a meeting by written consent of Partners holding the required Percentage Interests.

Section 8.6 No Participation by Limited Partners in Management. Except as expressly provided in this Agreement or required by the Act, no Limited Partner shall participate in the management or control of the Partnership's business, transact business in the Partnership's name, or have power to bind the Partnership, consistent with N.D. Cent. Code Section 45-10.2-25.

ARTICLE IX: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 9.1 Duties. The General Partner shall devote such time and effort to the Partnership's business as reasonably necessary for its proper management and shall act in good faith and in a manner consistent with the obligations imposed by N.D. Cent. Code Section 45-10.2-33.

Section 9.2 Duty of Care. The General Partner's duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of law.

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

(a) Accounting to the Partnership and holding as trustee any property, profit, or benefit derived in the conduct of Partnership activities or from use of Partnership property;

(b) Refraining from dealing with the Partnership as or on behalf of a person having an adverse interest; and

Section 9.4 Compensation. The General Partner shall receive:

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

(b) Reimbursement for all reasonable, documented out-of-pocket expenses incurred in managing Partnership business; and

Section 9.5 Other Activities.

☐ Option A: The General Partner shall devote substantially full business time and effort to the Partnership and shall not engage in competing business activities without the prior written consent of a Majority in Interest of the Limited Partners.

☐ Option B: The General Partner may engage in other business activities, including competing activities, without obligation to account to the Partnership or other Partners for any profit derived therefrom.

Section 9.6 Limitation of Liability. The General Partner shall not be liable to the Partnership or any Partner for any act or omission made in good faith and reasonably believed to be in the Partnership's best interest, unless such act or omission constitutes fraud, willful misconduct, gross negligence, or material breach of this Agreement.

ARTICLE X: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1 Limited Liability. Pursuant to N.D. Cent. Code Section 45-10.2-26, a Limited Partner is not 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 right to:

(a) Receive Distributions and allocations as provided in this Agreement;

(b) Inspect and copy, at such Limited Partner's expense, the Partnership's books and records during normal business hours, as provided in N.D. Cent. Code Section 45-10.2-27;

(d) Bring derivative actions on behalf of the Partnership;

(e) Transfer the Transferable Interest, subject to Article XII;

(f) Receive a formal account of Partnership affairs when circumstances render it just and reasonable;

(g) Obtain from the General Partner, upon reasonable demand, information regarding the Partnership's business and financial condition; and

(h) Receive information and documents required to prepare federal and state income tax returns.

Section 10.3 Obligations. Each Limited Partner shall:

(a) Make required Capital Contributions;

(b) Comply with this Agreement;

(d) Maintain the confidentiality of Partnership information.

Section 10.4 No Authority to Bind. Except as expressly provided herein, no Limited Partner has any right or authority to act for or bind the Partnership.

ARTICLE XI: BOOKS, RECORDS, AND ACCOUNTING

Section 11.1 Books and Records. The Partnership shall maintain at its Principal Office:

(a) A current list of the names and addresses of all Partners;

(b) Copies of the Certificate and all amendments;

(d) This Agreement, all amendments, and prior agreements;

(e) Financial statements for the three most recent Fiscal Years;

(f) Minutes of Partner meetings and records of written consents;

(g) Records of Capital Contributions and Distributions; and

(h) Other records as the General Partner deems appropriate or as required by the Act.

Section 11.2 Inspection. Each Partner may inspect and copy the books and records at such Partner's expense during normal business hours upon reasonable advance notice, per N.D. Cent. Code Section 45-10.2-27.

Section 11.3 Financial Reporting. The General Partner shall furnish to each Partner:

(a) Within ninety (90) days after each Fiscal Year end, annual financial statements including a balance sheet, income statement, cash flow statement, and Capital Account statement;

(b) Within seventy-five (75) days after each Fiscal Year end, IRS Schedule K-1 and North Dakota Schedule K-1 information;

(d) Other reports as reasonably requested.

Section 11.4 Accounting Method. Books and records shall be maintained on the [☐ cash / ☐ accrual] basis in accordance with GAAP or such other basis selected by the General Partner consistent with the Code.

Section 11.5 Bank Accounts. Partnership funds shall be deposited in accounts in the Partnership's name at banks or financial institutions selected by the General Partner. Withdrawals require authorization by the General Partner.

Section 11.6 Independent Auditor. The General Partner may retain an independent certified public accountant to audit or review the Partnership's books and prepare tax returns. Such costs shall be Partnership expenses.

ARTICLE XII: TRANSFER OF PARTNERSHIP INTERESTS

Section 12.1 Restrictions. No Partner may Transfer any Partnership Interest except in compliance with this Article XII, the Act, and all applicable securities laws. Any non-compliant Transfer is void.

Section 12.2 Transfer by General Partner. A General Partner may not Transfer any Partnership Interest without the prior written consent of all Limited Partners.

Section 12.3 Transfer by Limited Partner.

(a) Right of First Refusal. Before Transferring to a non-Partner (a "Proposed Transferee"), a Limited Partner (the "Transferring Partner") shall:

(i) Deliver written notice to the General Partner (the "Transfer Notice") specifying the Proposed Transferee, the Percentage Interest to be transferred, the price, payment terms, and all material conditions;

(ii) The Partnership shall have thirty (30) days to elect to purchase all of the offered Interest at the stated price and terms;

(iii) If the Partnership declines, the remaining Partners shall have thirty (30) days to purchase the offered Interest pro rata; and

(iv) If not purchased, the Transferring Partner may complete the Transfer to the Proposed Transferee on terms no more favorable than those in the Transfer Notice, within ninety (90) days.

(b) Conditions. Any Transfer shall be subject to:

(i) Compliance with federal and state securities laws, including the North Dakota Securities Act (N.D. Cent. Code Chapter 10-04);

(ii) The transferee's execution of a written agreement to be bound by this Agreement;

(iii) No treatment of the Partnership as a publicly traded partnership under Code Section 7704;

(iv) No termination of the Partnership under Code Section 708;

(v) The Transferring Partner paying all Transfer-related expenses; and

(vi) Written consent of the General Partner, not unreasonably withheld.

Section 12.4 Effect of Transfer. A Transfer of a Transferable Interest does not entitle the transferee to participate in management, inspect records, or exercise any rights other than the right to receive distributions, as provided in N.D. Cent. Code Section 45-10.2-52.

Section 12.5 Admission as Substitute Partner. An Assignee may be admitted as a substitute Partner only upon the written consent of all Partners and compliance with Article XIII.

ARTICLE XIII: ADMISSION OF NEW PARTNERS

Section 13.1 New General Partner. A new General Partner may be admitted only upon: (a) unanimous written consent of all Partners; (b) execution of this Agreement or a joinder; (c) filing an amendment to the Certificate with the Secretary of State; and (d) compliance with all applicable provisions of this Agreement and the Act.

Section 13.2 New Limited Partner. A new Limited Partner may be admitted upon: (a) consent of the General Partner and a Majority in Interest of existing Limited Partners; (b) execution of this Agreement or a joinder; (c) payment of any required Capital Contribution; and (d) compliance with all applicable provisions.

Section 13.3 Amendment of Records. Upon admission of a new Partner, this Agreement and the Certificate shall be amended as necessary, and the General Partner is authorized to execute and file such amendments.

ARTICLE XIV: WITHDRAWAL AND DISSOCIATION

Section 14.1 Dissociation of Limited Partner. A Limited Partner is dissociated upon any event listed in N.D. Cent. Code Section 45-10.2-43, including:

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

(b) An event agreed to in this Agreement;

(d) Expulsion by unanimous consent of the other Partners;

(e) Judicial determination of wrongful conduct;

(f) The Limited Partner becoming a debtor in bankruptcy;

(g) Death or adjudication of incapacity (for individuals); and

(h) Dissolution, termination, or other cessation (for entities).

Section 14.2 Dissociation of General Partner. A General Partner is dissociated upon any event listed in N.D. Cent. Code Section 45-10.2-45, including:

(a) Notice of express will to withdraw;

(b) An event agreed to in this Agreement;

(d) Expulsion by unanimous consent of other Partners;

(e) Judicial determination;

(f) Bankruptcy;

(g) Death or incapacity (for individuals); and

(h) Dissolution, termination, or merger without assumption of obligations (for entities).

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

(a) The dissociated General Partner's management rights terminate;

(b) The dissociated General Partner's duties continue only as to pre-dissociation matters;

(c) The dissociated General Partner is entitled to the fair value of the Transferable Interest as of the dissociation date; and

(d) The Partnership continues if at least one General Partner remains.

Section 14.4 Voluntary Withdrawal.

(a) A Limited Partner may not voluntarily withdraw before dissolution except upon [____] days' prior written notice and with the General Partner's consent.

(b) A General Partner may not voluntarily withdraw before dissolution except upon [____] days' prior written notice and with the consent of a Majority in Interest of the Limited Partners.

ARTICLE XV: DISSOLUTION AND WINDING UP

Section 15.1 Events Causing Dissolution. The Partnership dissolves upon the first of the following events, per N.D. Cent. Code Section 45-10.2-57:

(a) An event specified in this Agreement;

(b) Consent of all Partners;

(i) If at least one General Partner remains, consent to dissolve within ninety (90) days by Partners owning a majority of rights to receive distributions; or

(ii) If no General Partner remains, the passage of ninety (90) days without consent to continue and admit a new General Partner;

(d) A decree of judicial dissolution under N.D. Cent. Code Section 45-10.2-58; or

(e) Administrative dissolution by the Secretary of State.

Section 15.2 Winding Up. Upon dissolution, the General Partner (or a person appointed by a majority of remaining Partners) shall wind up affairs per N.D. Cent. Code Section 45-10.2-59 and shall:

(a) Collect, sell, and liquidate all Partnership assets;

(b) Distribute proceeds as follows:

(i) First, to creditors, including Partners who are creditors, in order of priority;

(ii) Second, to establish reasonable reserves for contingent liabilities;

(iii) Third, to repay Partner loans; and

(iv) Fourth, to Partners in accordance with positive Capital Account balances;

(d) File a statement of termination upon completion of winding up.

Section 15.3 Deficit Capital Accounts. No Partner shall be obligated to restore a deficit Capital Account balance, except as required by law or separate written agreement.

Section 15.4 Distributions in Kind. Partnership assets may be distributed in kind if liquidation would be impractical or cause undue loss. Assets distributed in kind shall be valued at fair market value.

Section 15.5 Termination. The Partnership terminates when all assets have been distributed and the statement of termination has been filed with the Secretary of State.

ARTICLE XVI: TAX MATTERS

Section 16.1 Fiscal Year. The Fiscal Year shall be the calendar year, unless the General Partner selects another year permitted by the Code.

Section 16.2 Tax Elections. The General Partner may make all tax elections, including:

(a) Code Section 754 elections;

(b) Depreciation and amortization method elections;

(d) Any other election permitted by law.

Section 16.3 Partnership Representative.

(a) The General Partner is designated as "Partnership Representative" under Code Section 6223 and as "Tax Matters Partner" for applicable years.

(b) The Partnership Representative may:

(i) Receive and respond to IRS and North Dakota Tax Commissioner communications;

(ii) Represent the Partnership in tax audits and proceedings;

(iii) Make elections under Code Section 6226;

(iv) Extend statutes of limitations;

(v) Settle or compromise tax matters; and

(vi) Take any other authorized action.

(c) The Partnership Representative shall keep Partners informed and shall not settle matters materially adverse to any Partner without consultation.

Section 16.4 Tax Returns. The General Partner shall cause timely preparation and filing of all federal, North Dakota, and other applicable tax returns. Partners shall furnish all necessary information.

Section 16.5 North Dakota State Tax Matters. The Partnership shall comply with North Dakota tax requirements, including:

(a) Filing the North Dakota Partnership Return (Form 58) with the North Dakota Office of State Tax Commissioner;

(b) Providing each Partner with North Dakota Schedule K-1;

(d) Filing any other required returns or reports with the North Dakota Tax Commissioner.

ARTICLE XVII: INDEMNIFICATION AND LIABILITY

Section 17.1 Indemnification. The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, managers, members, employees, agents, and representatives (collectively, "Indemnified Persons") from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from the management and conduct of Partnership business; provided that no Indemnified Person shall be indemnified for fraud, willful misconduct, gross negligence, or material breach of this Agreement.

Section 17.2 Advancement of Expenses. The Partnership shall advance reasonable expenses to any Indemnified Person in connection with any proceeding, upon receipt of an undertaking to repay if indemnification is ultimately denied.

Section 17.3 Limited Partner Liability. No Limited Partner shall be personally liable for Partnership obligations solely by reason of being a Limited Partner, per N.D. Cent. Code Section 45-10.2-26.

Section 17.4 Insurance. The General Partner may cause the Partnership to obtain insurance for the benefit of Indemnified Persons.

Section 17.5 Survival. Indemnification obligations survive dissolution and termination.

ARTICLE XVIII: DISPUTE RESOLUTION

Section 18.1 Governing Law. This Agreement shall be governed by the laws of the State of North Dakota, including the Act, without regard to conflicts-of-law principles.

Section 18.2 Negotiation. The parties shall first attempt to resolve any Dispute through good-faith negotiation for thirty (30) days after written notice.

Section 18.3 Mediation. If negotiation fails, any party may initiate mediation. The mediator shall be mutually agreed upon or appointed by the [________________________________] County North Dakota District Court. Mediation shall take place in [________________________________], North Dakota. Costs shall be shared equally.

Section 18.4 Resolution of Unresolved Disputes.

☐ Option A: Binding Arbitration. Unresolved Disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by [☐ one / ☐ three] arbitrator(s) in [________________________________], North Dakota. North Dakota law shall apply. Judgment on the award may be entered in any North Dakota District Court or the United States District Court for the District of North Dakota.

☐ Option B: Litigation. Unresolved Disputes shall be submitted to the exclusive jurisdiction of the North Dakota District Court for [________________________________] County, or the United States District Court for the District of North Dakota. Each party irrevocably submits to the jurisdiction of such courts.

Section 18.5 Attorneys' Fees. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Section 18.6 Equitable Relief. Any party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm.

Section 18.7 WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT.

ARTICLE XIX: AMENDMENTS

Section 19.1 Amendments. This Agreement may be amended only by written instrument executed by the General Partner and a Majority in Interest of the Limited Partners; provided:

(a) No amendment shall modify Limited Partner limited liability without such Partner's consent;

(b) No amendment shall alter any Partner's profit, loss, or Distribution rights without such Partner's consent;

(d) This Section 19.1 may not be amended without unanimous consent; and

(e) No amendment shall impose additional Capital Contribution obligations without the affected Partner's consent.

Section 19.2 Certificate Amendments. The General Partner is authorized to amend the Certificate as necessary per N.D. Cent. Code Section 45-10.2-18.

ARTICLE XX: GENERAL PROVISIONS

Section 20.1 Notices. Notices shall be in writing and deemed given: (a) upon personal delivery; (b) three business days after certified mail, return receipt requested; (c) one business day after overnight courier deposit; or (d) on the date of email transmission with confirmed receipt, in each case to the address in Section 3.1 or 3.2 (or as updated by written notice).

Section 20.2 Entire Agreement. This Agreement, the Certificate, and attached Exhibits constitute the entire agreement and supersede all prior agreements and understandings.

Section 20.3 Severability. Invalid provisions shall be modified to be enforceable; remaining provisions shall continue in full force.

Section 20.4 Binding Effect. This Agreement binds the parties and their heirs, executors, administrators, successors, and permitted assigns.

Section 20.5 Counterparts. This Agreement may be executed in counterparts, each an original. Electronic and PDF signatures are deemed originals.

Section 20.6 Waiver. Waivers must be in writing. No single waiver constitutes a continuing waiver.

Section 20.7 Headings. Headings are for convenience only.

Section 20.8 Construction. Singular includes plural and vice versa; "including" means "including without limitation"; references to Sections, Articles, and Exhibits are to this Agreement.

Section 20.9 Further Assurances. Partners shall execute additional documents reasonably necessary to carry out this Agreement.

Section 20.10 No Third-Party Beneficiaries. This Agreement benefits only the Partners and the Partnership.

Section 20.11 Confidentiality. Partners shall maintain confidentiality of Partnership information except as required by law.

Section 20.12 Force Majeure. No Partner is liable for failure to perform due to causes beyond reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, and governmental action.

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date.

GENERAL PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

LIMITED PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

NOTARY ACKNOWLEDGMENT

STATE OF NORTH DAKOTA

COUNTY OF [________________________________]

On this [____] day of [________________________________], [____], before me, a Notary Public in and for said County and State, personally appeared:

☐ [________________________________], as General Partner

☐ [________________________________], as Limited Partner

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

County of [________________________________]

[NOTARIAL SEAL]

EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

No.	Partner Name	Type	Cash Contribution	Property Description	FMV of Property	Total 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 is required for the Certificate of Limited Partnership to be filed with the North Dakota Secretary of State pursuant to N.D. Cent. Code Section 45-10.2-17:

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

2. Street and Mailing Address of Designated Office:

[________________________________]

[________________________________], North Dakota [____]

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

Name: [________________________________]

Address: [________________________________]

[________________________________], North Dakota [____]

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

General Partner 1: [________________________________]

Address: [________________________________]

[________________________________], North Dakota [____]

General Partner 2: [________________________________]

Address: [________________________________]

[________________________________], North Dakota [____]

5. Limited Liability Limited Partnership Election:

☐ This limited partnership elects to be a limited liability limited partnership (LLLP).

☐ 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: [__/__/____]

Filing Information:

Filing Office: North Dakota Secretary of State, Business Registration
Address: 600 East Boulevard Avenue, Dept. 108, Bismarck, North Dakota 58505-0500
Phone: (701) 328-4284
Website: sos.nd.gov
Filing Fee for Certificate of Limited Partnership: $40.00
Annual Report Fee: $25.00 (due April 1 each year)

EXHIBIT C: CONSENT OF REGISTERED AGENT

The undersigned, [________________________________], hereby consents to serve as the registered agent in the State of North Dakota for [________________________________], L.P., a North Dakota limited partnership, pursuant to N.D. Cent. Code Section 45-10.2-13.

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], North Dakota [____]

Sources and References

North Dakota Uniform Limited Partnership Act: N.D. Cent. Code Chapter 45-10.2
North Dakota Century Code, Title 45 (Partnerships): https://ndlegis.gov/cencode/t45c10-2.html
North Dakota Secretary of State, Business Registration: https://sos.nd.gov
North Dakota Office of State Tax Commissioner: https://www.tax.nd.gov
North Dakota Securities Act: N.D. Cent. Code Chapter 10-04
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 (North Dakota)