Limited Partnership Agreement (Nebraska)

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A NEBRASKA 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 Nebraska.

---

RECITALS

WHEREAS, the parties desire to form a limited partnership (the "Partnership") under and pursuant to the Nebraska Uniform Limited Partnership Act, Neb. Rev. Stat. Sections 67-233 through 67-2,100 (the "Act"), for the purposes and upon the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to execute and file a Certificate of Limited Partnership with the Office of the Nebraska Secretary of State in accordance with Neb. Rev. Stat. Section 67-240;

WHEREAS, the parties have agreed to the respective capital contributions, allocations of profits and losses, distributions, 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) may exercise the voting, advisory, and other rights provided in this Agreement, subject to the limits on control and third-party liability in Neb. Rev. Stat. Section 67-251;

WHEREAS, the parties desire to define their respective rights, duties, powers, obligations, and liabilities with respect to the Partnership and its business;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained 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 set forth below:

(a) "Act" means the Nebraska Uniform Limited Partnership Act, Neb. Rev. Stat. Sections 67-233 through 67-2,100, as amended from time to time.

(b) "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 through ownership of voting securities, contract, or otherwise.

(c) "Agreement" means this Limited Partnership Agreement, as it may be amended, modified, supplemented, or restated in accordance with the provisions hereof.

(d) "Assignee" means a transferee of a Partnership Interest who has not been admitted as a substitute Limited Partner pursuant to Article XIII of this Agreement and Neb. Rev. Stat. Section 67-274.

(e) "Available Cash" means, for any fiscal period, all cash receipts of the Partnership from any source, less all cash disbursements and all amounts reserved by the General Partner for working capital, capital expenditures, debt service, contingencies, and other legitimate Partnership purposes.

(f) "Bankruptcy" means, with respect to any Person: (i) the filing of a voluntary petition in bankruptcy; (ii) the entry of an order for relief in an involuntary case not dismissed within ninety (90) days; (iii) a general assignment for the benefit of creditors; or (iv) the appointment of a receiver, trustee, or liquidator not vacated within ninety (90) days.

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

(h) "Capital Contribution" means the total amount of cash and the agreed fair market value of property contributed or agreed to be contributed by a Partner to the capital of the Partnership, as permitted by Neb. Rev. Stat. Section 67-259.

(i) "Certificate" means the Certificate of Limited Partnership of the Partnership as filed with the Nebraska Secretary of State pursuant to Neb. Rev. Stat. Section 67-240, as amended from time to time.

(j) "Code" means the Internal Revenue Code of 1986, as amended.

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

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

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

(n) "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including such Partner's right to participate in profits, losses, and distributions and, in the case of a General Partner, the right to participate in the management of the Partnership.

(o) "Limited Partner" means any Person admitted as a limited partner in accordance with this Agreement and the Act who has not withdrawn or been removed.

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

(q) "Net Profits" and "Net Losses" mean, for each Fiscal Year, the Partnership's taxable income or loss determined under Code Section 703(a), with adjustments as provided in this Agreement.

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

(s) "Percentage Interest" means the percentage set forth opposite each Partner's name in Exhibit A, as amended from time to time.

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

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

(v) "Secretary of State" means the Secretary of State of the State of Nebraska.

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

(x) "Treasury Regulations" means the federal income tax regulations promulgated under the Code.

(y) "Adjusted Capital Account Deficit" means the amount, if any, by which a Partner's Capital Account would be below zero at the end of a Fiscal Year after crediting that Partner's enforceable deficit restoration obligation, if any, and shares of partnership minimum gain and partner nonrecourse debt minimum gain under Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and after reducing the account by the reasonably expected items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

---

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 Formation. The Partnership is hereby formed as a limited partnership pursuant to the Act. All persons who will initially serve as General Partners shall execute and file the Certificate of Limited Partnership with the Nebraska Secretary of State in accordance with Neb. Rev. Stat. Section 67-240. The Certificate shall set forth:

(a) The name of the limited partnership;

(b) The address of the office and the name and street address and post office box number, if any, of the agent for service of process required to be maintained by Neb. Rev. Stat. Section 67-236;

(c) The name and the business, residence, or mailing address of each general partner; and

(d) Any other matters the General Partners determine to include therein.

A limited partnership is formed at the time of the filing of the Certificate in the office of the Secretary of State, or at any later time specified in the Certificate, if there has been substantial compliance with Section 67-240.

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

[________________________________], Limited Partnership

The name of the Partnership shall comply with Neb. Rev. Stat. Section 67-234. The name must contain "limited partnership" or "limited," or the abbreviation "L.P." or "Ltd." A Limited Partner's name may appear only within the statutory exceptions, including when it is also the name of a General Partner, the corporate or limited-liability-company name of a General Partner, the business previously operated under that name, or the use is coincidental and not intended to mislead the public.

Section 2.3 Designated Office and Agent. The designated office and agent for service of process of the Partnership in the State of Nebraska, as required by Neb. Rev. Stat. Section 67-236, shall be:

Designated Office Address: [________________________________]

[________________________________], Nebraska [____]

Agent for Service of Process: [________________________________]

Agent Address: [________________________________]

[________________________________], Nebraska [____]

The General Partner may change the designated office or agent from time to time by filing the appropriate amendment with the Secretary of State. If the agent for service of process resigns or the designated office is no longer valid, the General Partner shall promptly appoint a successor agent and file the required notice.

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

[________________________________]

[________________________________]

[________________________________], Nebraska [____]

The General Partner may change 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 Nebraska Secretary of State (or such later date as may be specified in the Certificate) and shall continue until dissolved in accordance with Article XV 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 that a limited partnership may conduct under the laws of the State of Nebraska, consistent with Neb. Rev. Stat. Section 67-238.

Section 2.7 Foreign Qualification. The General Partner may cause the Partnership to qualify as a foreign limited partnership in any jurisdiction in which the Partnership transacts business and to execute and file all necessary documents to effectuate such qualification.

Section 2.8 Title to Property. All property of the Partnership shall be owned by the Partnership as an entity. No Partner shall have any ownership interest in Partnership property except through the Partner's Partnership Interest.

---

ARTICLE III: PARTNERS

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

No.	Name of General Partner	Business/Residence 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:

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

Section 3.3 Representations and Warranties. Each Partner represents and warrants that:

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

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

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

(d) Such Partner has received or has had access to all information regarding the Partnership and its proposed business that such Partner deems necessary;

(e) Such Partner acknowledges that the Partnership Interest has not been registered under the Securities Act of 1933 or the Nebraska Securities Act (Neb. Rev. Stat. Sections 8-1101 through 8-1123) and may not be transferred except in compliance therewith;

(f) If an entity, such Partner is duly organized, validly existing, and in good standing; and

(g) The execution and performance of this Agreement does not violate any agreement, 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 shall consist of:

(a) [________________________________];

(b) [________________________________];

(c) [________________________________]; and

(d) Such other lawful activities as may be approved by the General Partner, subject to limitations in this Agreement.

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

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

(b) Entering into contracts and agreements;

(c) Borrowing money, issuing evidences of indebtedness, and granting security interests;

(d) Opening and maintaining bank and investment accounts;

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

(f) Filing tax returns and other required documents;

(g) Commencing, prosecuting, or defending proceedings in the Partnership's name in the Nebraska District Courts, the Nebraska Supreme Court, the Nebraska Court of Appeals, federal courts, or other courts;

(h) Purchasing insurance; and

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

Section 4.3 Limitations. The Partnership shall not engage in activities outside the scope of 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 specified in Sections 3.1 and 3.2 and in Exhibit A on or before [__/__/____]. Capital Contributions may consist of cash, property, services rendered, promissory notes, or other obligations to contribute cash or property, as permitted by Neb. Rev. Stat. Section 67-259. 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 unless otherwise agreed in writing.

(b) If additional capital is needed, the General Partner shall provide written notice to all Partners specifying: (i) the total amount required; (ii) each Partner's proportionate share; (iii) the purpose; and (iv) the due date (at least thirty (30) days from notice).

(c) Remedies against a Defaulting Partner include:

☐ Treatment of the non-defaulting Partner's contribution as a loan bearing interest at [____]% per annum;

☐ Proportional dilution of the Defaulting Partner's Percentage Interest;

☐ Subordination of the Defaulting Partner's right to Distributions;

☐ Any other remedy available under this Agreement or applicable law.

Section 5.3 Capital Accounts.

(a) A Capital Account shall be maintained for each Partner under Treasury Regulations Section 1.704-1(b)(2)(iv):

(i) Credited with cash and fair market value of contributed property (net of liabilities);

(ii) Credited with allocable Net Profits and specially allocated income/gain;

(iii) Debited with cash and fair market value of distributed property (net of liabilities); and

(iv) Debited with allocable Net Losses and specially allocated loss/deduction.

(b) On a transfer of all or part of an interest, the Capital Account attributable to the transferred interest carries over to a transferee treated as a partner for federal income tax purposes, as required by Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 5.4 No Right to Return of Capital. No Partner may demand return of Capital Contributions except upon dissolution and winding up or as expressly provided herein. No interest accrues on Capital Contributions or Capital Account balances. No Partner is personally liable for the return of another Partner's Capital Contribution.

Section 5.5 Partner Loans. With the General Partner's written consent, any Partner may make loans to the Partnership. Such loans are not Capital Contributions and do not affect Capital Accounts or Percentage Interests. Loan terms shall be as agreed between the lending Partner and the General Partner.

Section 5.6 Liability for Contribution. A Partner is obligated to the Partnership to perform any promise to contribute cash or property or to perform services, even if the Partner is unable to perform because of death, disability, or any other reason. If a Partner does not make the required contribution of property or services, such Partner is obligated at the option of the Partnership to contribute cash equal to the value of that portion of the contribution which has not been made, as provided in Neb. Rev. Stat. Section 67-260.

---

ARTICLE VI: ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 Sharing of Profits and Losses. The profits and losses of the Partnership shall be allocated among the Partners in accordance with the partnership agreement, as provided in Neb. Rev. Stat. Section 67-261. If this Agreement does not provide for such allocation, profits and losses shall be allocated on the basis of the value of the contributions made by each Partner to the extent they have been received by the Partnership and not returned.

Section 6.2 Allocation of Net Profits. Net Profits for each Fiscal Year shall be allocated:

(a) First, to Partners in proportion to cumulative Net Losses previously allocated but not offset by prior Net Profit allocations;

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

Section 6.3 Allocation of Net Losses. Net Losses for each Fiscal Year shall be allocated:

(a) First, to Partners in proportion to cumulative Net Profits previously allocated but not offset by prior Net Loss allocations;

(b) Second, to Partners in proportion to their Percentage Interests, to the extent the allocation does not cause or increase an Adjusted Capital Account Deficit for a Partner. Remaining Net Losses shall be allocated among Partners to the extent each can absorb them under that limitation. If that limitation leaves losses unallocated, the General Partner shall determine and document their allocation under the Partners' interests in the Partnership and the applicable nonrecourse debt rules; they shall not be assigned automatically to a General Partner without a deficit restoration obligation.

Section 6.4 Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain, including a proportionate share of each item of income and gain, shall be allocated to that Partner in the amount and manner needed to eliminate that Partner's resulting Adjusted Capital Account Deficit as quickly as possible.

(b) Minimum Gain Chargeback. Items of income and gain shall be specially allocated upon a net decrease in Partnership minimum gain pursuant to Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. Allocations shall be made upon a net decrease in partner nonrecourse debt minimum gain pursuant to Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions shall be allocated in proportion to Percentage Interests.

(e) Partner Nonrecourse Deductions. Allocated to the Partner bearing economic risk of loss.

(f) Code Section 754 Adjustments. Basis adjustments under Code Sections 734(b) or 743(b) shall be treated as gain or loss and allocated per Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 6.5 Tax Allocations.

(a) Tax items generally follow book allocations.

(b) Items related to contributed property shall be allocated under Code Section 704(c) using the method selected by the General Partner.

(c) The General Partner shall determine the federal tax owner of an assigned interest separately from the assignee's admission status under Article XIII and allocate tax items only to persons treated as partners for federal income tax purposes.

---

ARTICLE VII: DISTRIBUTIONS

Section 7.1 Distributions. Distributions of Available Cash shall be made to Partners at such times and in such amounts as determined by the General Partner, but not less frequently than [☐ quarterly / ☐ semi-annually / ☐ annually]. Distributions shall be allocated among Partners as provided in Neb. Rev. Stat. Section 67-262: if the partnership agreement does not otherwise provide, Distributions shall be made on the basis of the value of contributions made by each Partner to the extent received and not returned.

Distributions under this Agreement shall be 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 other Distributions, the Partnership shall distribute to each Partner an amount estimated by the General Partner to be sufficient to enable such Partner to pay federal and Nebraska state income taxes on the Partner's share of Partnership income.

Section 7.3 Restrictions on Distributions. In accordance with Neb. Rev. Stat. Section 67-269:

(a) The Partnership shall not make a Distribution if, after giving effect to it, liabilities other than those owed to Partners on account of their Partnership Interests and those for which creditors have recourse only to specific Partnership property exceed the fair value of Partnership assets. Property subject to such limited-recourse liability counts as an asset only to the extent its fair value exceeds that liability.

(b) The General Partner may withhold from Distributions any amounts required by the Code, Nebraska tax law, or other applicable law.

Section 7.4 Unlawful Distribution. Under Neb. Rev. Stat. Section 67-270, a Limited Partner who receives a Distribution prohibited by Section 67-269 and knows of the violation at the time is liable to the Partnership for its amount. A recipient without that knowledge is not liable under Section 67-270(a). Unless otherwise agreed, a Limited Partner has no liability for the amount of a Distribution after three (3) years from its date, as provided in Section 67-270(b).

Section 7.5 Distributions in Kind. The General Partner may distribute property in kind at fair market value as determined in good faith by the General Partner. No Partner may demand Distributions in kind.

---

ARTICLE VIII: MANAGEMENT AND VOTING RIGHTS

Section 8.1 Management by General Partner. The General Partner shall have the full, exclusive, and complete right, power, and authority to manage and control the business and affairs of the Partnership, and to take all actions deemed necessary, appropriate, or desirable. The General Partner shall have all the rights and powers of a general partner under the Act and under the Uniform Partnership Act as adopted in Nebraska.

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

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

(b) Open and manage bank and investment accounts;

(c) Borrow money and grant security interests in Partnership assets;

(d) Hire and dismiss employees, contractors, agents, attorneys, and accountants;

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

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

(g) Commence, prosecute, settle, or defend proceedings in the Partnership's name in Nebraska courts or elsewhere;

(h) Make Distributions to Partners;

(i) Pay taxes, assessments, and other obligations;

(j) Establish reserves;

(k) Make tax elections and filings;

(l) File biennial reports with the Nebraska Secretary of State; and

(m) Take all other necessary or desirable actions.

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

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

(b) Merger, conversion, or consolidation;

(c) Material amendment of this Agreement or the Certificate;

(d) Admission of a new General Partner;

(e) Related-party transactions not on arm's-length terms;

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

(g) Voluntary bankruptcy proceedings;

(h) Material change in business purpose;

(i) Issuance of additional Partnership Interests; and

(j) Actions making it impossible to carry on the ordinary business.

Section 8.4 Voting Rights of Limited Partners. Pursuant to Neb. Rev. Stat. Section 67-250, the partnership agreement may grant all or specified groups of limited partners the right to vote on any matter. Under this Agreement, each Limited Partner shall be entitled to vote, in proportion to such Limited Partner's Percentage Interest, on those matters specified in Section 8.3 and as otherwise provided herein or required by the Act.

Section 8.5 Meetings and Written Consents.

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

(b) Written notice shall be given at least ten (10) and not more than sixty (60) days prior to the meeting.

(c) Partners may participate by telephone or electronic means.

(d) Actions may be taken by written consent of Partners holding the required Percentage Interests.

Section 8.6 Limited-Partner Activities and Control Rule.

NEBRASKA CONTROL RULE: Under Neb. Rev. Stat. Section 67-251(a), a Limited Partner who participates in control may be liable to a person who transacts business with the Partnership with actual knowledge of that participation and reasonably believes, based on the Limited Partner's conduct, that the Limited Partner is a General Partner. Section 67-251(b) excludes the following activities, among others, from participation in control solely by reason of exercising them:

(a) Being a contractor for or an agent or employee of the Partnership or of a General Partner;

(b) Consulting with and advising a General Partner with respect to the business of the Partnership;

(c) Acting as surety for the Partnership;

(d) Approving or disapproving an amendment to the partnership agreement;

(e) Voting on dissolution and winding up, the sale or exchange of substantially all assets, the incurrence of indebtedness, a change in the nature of the business, or the admission or removal of a General Partner;

(f) Other activities listed in Neb. Rev. Stat. Section 67-251(b).

Each Limited Partner may exercise the voting and advisory rights in this Agreement. A Limited Partner shall not act as a General Partner or bind the Partnership without authority under this Agreement.

---

ARTICLE IX: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 9.1 General Powers and Liabilities. Pursuant to Neb. Rev. Stat. Section 67-256, except as provided in this Agreement or the Act, a General Partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

Section 9.2 Duties. The General Partner shall devote reasonable time and effort to Partnership business and shall act in good faith and in the best interests of the Partnership.

Section 9.3 Duty of Care. The General Partner shall exercise the care that a reasonably prudent person in a like position would exercise under similar circumstances.

Section 9.4 Duty of Loyalty. The General Partner shall:

(a) Account to the Partnership for any property, profit, or benefit derived from Partnership activities or use of Partnership property;

(b) Refrain from dealing with the Partnership on behalf of persons with adverse interests; and

(c) Refrain from competing with the Partnership during its existence.

Section 9.5 Business Transactions with Partnership. Pursuant to Neb. Rev. Stat. Section 67-239, a Partner may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Partnership and has the same rights and obligations with respect thereto as a person who is not a Partner.

Section 9.6 Compensation. The General Partner shall receive:

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

(b) Reimbursement for all reasonable, documented expenses; and

(c) Such other compensation as approved by a Majority in Interest of Limited Partners.

Section 9.7 Other Activities.

☐ Option A: The General Partner shall devote substantially full time to the Partnership and shall not engage in competing activities without Limited Partner consent.

☐ Option B: The General Partner may engage in any business activities without obligation to the Partnership or the other Partners.

Section 9.8 Limitation of Liability. The General Partner shall not be liable for good-faith acts or omissions unless constituting fraud, willful misconduct, gross negligence, or material breach.

---

ARTICLE X: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 10.1 Limited Liability. Under Neb. Rev. Stat. Section 67-251(a), a Limited Partner ordinarily is not liable for Partnership obligations. If the Limited Partner also is a General Partner, or participates in control beyond the exercise of limited-partner rights and powers, liability may follow under that section. For a Limited Partner who participates in control, a claimant must have transacted business with the Partnership with actual knowledge of the participation and reasonably believed, based on that partner's conduct, that the partner was a General Partner.

Section 10.2 Rights of Limited Partners. Each Limited Partner has the right to:

(a) Receive Distributions and allocations as provided herein;

(b) On reasonable written demand for a purpose related to the Limited Partner's interest, obtain the information and documents described in Neb. Rev. Stat. Section 67-253, including the certificate and amendments, partnership agreement, available tax returns, and current partner list. This Agreement also grants access to the Partnership's financial statements for the three most recent fiscal years;

(c) Vote on matters specified in Section 8.3 and as required by the Act;

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

(e) Transfer the Partnership Interest subject to Article XII;

(f) Obtain information regarding the Partnership's business and financial condition upon reasonable demand; and

(g) Receive tax information necessary for tax return preparation.

Section 10.3 Obligations. Each Limited Partner shall:

(a) Make required Capital Contributions;

(b) Comply with this Agreement;

(c) Observe the management limits in this Agreement and Section 67-251; and

(d) Maintain confidentiality of Partnership information.

Section 10.4 No Authority to Bind. No Limited Partner has any right or authority to act for, bind, or obligate the Partnership.

---

ARTICLE XI: BOOKS, RECORDS, AND ACCOUNTING

Section 11.1 Records. Pursuant to Neb. Rev. Stat. Section 67-237, the Partnership shall keep at the designated office the following records:

(a) A current list in alphabetical order of the full name and last-known business address of each Partner, separately identifying General Partners and Limited Partners;

(b) A copy of the Certificate and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate has been executed;

(c) Copies of the Partnership's federal, state, and local income tax returns and reports for the three most recent years;

(d) Copies of any effective partnership agreements and any financial statements for the three most recent years; and

(e) Unless contained in a written partnership agreement, a writing setting out the amount of cash and a description and statement of the agreed value of other property or services contributed by each Partner, and which each Partner has agreed to contribute in the future, and the times at which any additional contributions agreed to be made are to be made.

Section 11.2 Additional Records. The Partnership shall also maintain:

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

(b) Records of all Distributions; and

(c) Other records as the General Partner deems appropriate.

Section 11.3 Inspection. Under this Agreement, each Partner may inspect and copy Partnership records at that Partner's expense upon reasonable written request during normal business hours. A Limited Partner's statutory demand under Neb. Rev. Stat. Section 67-253 must state its purpose and concern that partner's interest.

Section 11.4 Financial Reporting. The General Partner shall furnish to each Partner:

(a) Annual financial statements within ninety (90) days of each Fiscal Year end;

(b) IRS Schedule K-1 and Nebraska Schedule K-1N within seventy-five (75) days of each Fiscal Year end;

(c) Quarterly financial statements within forty-five (45) days of each quarter end; and

(d) Other reports as reasonably requested.

Section 11.5 Accounting Method. Books 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 11.6 Bank Accounts. Partnership funds shall be deposited in accounts in the Partnership's name. Withdrawals require authorization by the General Partner.

---

ARTICLE XII: TRANSFER OF PARTNERSHIP INTERESTS

Section 12.1 General Restriction. No Partner may Transfer any Partnership Interest except in compliance with this Article XII and the Act. Non-compliant Transfers are 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 Limited Partner (the "Selling Partner") shall:

(i) Provide written notice (the "Sale Notice") to the General Partner specifying: the proposed transferee, the Interest to be transferred, the price, and all material terms;

(ii) The Partnership has thirty (30) days to purchase the offered Interest;

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

(iv) If not purchased, the Selling Partner may complete the Transfer on terms no more favorable to the transferee, within ninety (90) days.

(b) Conditions. Any Transfer requires:

(i) Compliance with federal and state securities laws, including the Nebraska Securities Act (Neb. Rev. Stat. Sections 8-1101 through 8-1123);

(ii) Transferee's written agreement to be bound by this Agreement;

(iii) No publicly traded partnership treatment under Code Section 7704;

(iv) Payment by the Selling Partner of all Transfer expenses; and

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

Section 12.4 Rights of Assignee. Under Neb. Rev. Stat. Section 67-274(a), an assignee may become a Limited Partner to the extent this Agreement provides or all other Partners consent. The assignee must also satisfy this Agreement's admission conditions.

Section 12.5 Effect of Transfer. Until admitted as a substitute Limited Partner, an assignee is entitled only to receive distributions and allocations attributable to the assigned Interest.

Section 12.6 Estate of Deceased or Incompetent Partner. Under Neb. Rev. Stat. Section 67-275, if a Partner who is an individual dies or a court of competent jurisdiction adjudges the Partner to be incompetent, the Partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the Partner's rights for the purpose of settling the Partner's estate or administering the Partner's property.

---

ARTICLE XIII: ADMISSION OF NEW PARTNERS

Section 13.1 Admission of New General Partner. Pursuant to Neb. Rev. Stat. Section 67-254, after the filing of a limited partnership's Certificate, additional general partners may be admitted as provided in the partnership agreement. Under this Agreement, a new General Partner may be admitted only upon: (a) unanimous written consent of all existing Partners; (b) execution of this Agreement or joinder; (c) filing an amendment to the Certificate; and (d) compliance with all applicable provisions.

Section 13.2 Admission of New Limited Partner. Under Neb. Rev. Stat. Section 67-249(b), a person acquiring an interest directly from the Partnership may be admitted by complying with this Agreement; absent an agreement provision, written consent of all Partners and an entry in the Partnership's records are required. Under this Agreement, admission requires: (a) consent of the General Partner and a Majority in Interest of existing Limited Partners; (b) execution of this Agreement or joinder; (c) payment of the required Capital Contribution; and (d) entry of the admission in the Partnership's records. An assignee's admission is governed by Section 67-274 and Section 12.4 above.

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 Withdrawal of General Partner. Pursuant to Neb. Rev. Stat. Section 67-264, a General Partner may withdraw from a limited partnership at any time by giving written notice to the other Partners, but if the withdrawal violates the partnership agreement, the Partnership may recover from the withdrawing General Partner damages for breach of the partnership agreement.

Section 14.2 Events of Withdrawal of General Partner. Under Neb. Rev. Stat. Section 67-255, a Person ceases to be a General Partner of a limited partnership upon the occurrence of, among other events:

(a) Withdrawal by giving written notice;

(b) An event agreed to in this Agreement;

(c) Removal in accordance with this Agreement;

(d) Bankruptcy;

(e) Death (for individuals);

(f) Court adjudication of incompetency (for individuals);

(g) Dissolution or cancellation (for entities); and

(h) Other events specified in the Act.

Section 14.3 Withdrawal of Limited Partner. Under Neb. Rev. Stat. Section 67-265, a Limited Partner may withdraw at the time or upon the events specified in this Agreement and in accordance with it. If this Agreement specifies neither when withdrawal may or may not occur nor a definite time for dissolution and winding up, a Limited Partner may withdraw upon at least six (6) months' prior written notice to each General Partner at the address in the filed Certificate. Section 14.5 states this Agreement's agreed restrictions.

Section 14.4 Distribution upon Withdrawal. Subject to Neb. Rev. Stat. Sections 67-263 to 67-270, a withdrawing Partner receives any Distribution provided by this Agreement. If this Agreement does not otherwise provide, Section 67-266 entitles the withdrawing Partner, within a reasonable time after withdrawal, to the fair value of the interest as of withdrawal, based on the right to share in Distributions.

Section 14.5 Voluntary Withdrawal Restrictions.

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

(c) A Partner who wrongfully withdraws shall be liable for damages caused thereby.

---

ARTICLE XV: DISSOLUTION AND WINDING UP

Section 15.1 Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following, as provided in Neb. Rev. Stat. Section 67-276:

(a) At the time or upon the happening of events specified in this Agreement;

(b) The written consent of all Partners;

(c) An event of withdrawal of a General Partner, subject to the continuation exceptions in Section 67-276(3): a remaining General Partner carries on the business as permitted by this Agreement; the Partners previously consented to a designated replacement General Partner; or, within 180 days after withdrawal, all Partners other than the withdrawing General Partner agree in writing to continue the business and to appoint any additional General Partner needed; or

(d) Entry of a decree of judicial dissolution under Neb. Rev. Stat. Section 67-277.

Section 15.2 Winding Up. Upon dissolution, the General Partners who did not wrongfully dissolve the Partnership may wind up its affairs, subject to this Agreement and Neb. Rev. Stat. Section 67-278. If none remains, the persons authorized under that section may do so; the district court may also wind up the affairs or appoint a liquidating trustee on application.

Section 15.3 Distribution of Assets. Pursuant to Neb. Rev. Stat. Section 67-279, upon dissolution and winding up, assets shall be distributed as follows:

(a) First, to creditors, including Partners who are creditors (to the extent permitted by law), in satisfaction of liabilities of the Partnership, in the order of priority provided by law;

(b) Second, except as provided in this Agreement, to Partners and former Partners in satisfaction of liabilities for distributions under Neb. Rev. Stat. Sections 67-263 or 67-266;

(c) Third, except as provided in this Agreement, to Partners: first, for the return of their contributions; and second, in proportions in which they share Distributions.

Section 15.4 Reserves. The person winding up the Partnership may establish reasonable reserves for contingent liabilities.

Section 15.5 Cancellation of Certificate. Upon completion of winding up, a certificate of cancellation shall be filed with the Nebraska Secretary of State pursuant to Neb. Rev. Stat. Section 67-242.

Section 15.6 Termination. The Partnership terminates when all assets have been distributed and the certificate of cancellation has been filed.

---

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: Code Section 754 elections, depreciation method elections, Code Section 761(a) elections, and 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: receive and respond to IRS and Nebraska Department of Revenue communications; represent the Partnership in tax matters; make Code Section 6226 elections; extend statutes of limitations; settle tax matters; and take other authorized actions.

(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, Nebraska, and other required tax returns. Partners shall furnish all necessary information.

Section 16.5 Nebraska State Tax Matters. The Partnership shall comply with Nebraska tax law, including:

(a) Filing the Nebraska Partnership Return of Income (Form 1065N) with the Nebraska Department of Revenue;

(b) Providing each Partner with Nebraska Schedule K-1N;

(c) Withholding Nebraska income tax on nonresident Partners' shares as required; and

(d) Filing other required returns with the Nebraska Department of Revenue.

---

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, employees, agents, and representatives ("Indemnified Persons") from claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising from Partnership management and conduct; provided that no indemnification for fraud, willful misconduct, gross negligence, or material breach.

Section 17.2 Advancement of Expenses. The Partnership shall advance reasonable expenses upon undertaking to repay if indemnification is denied.

Section 17.3 Limited Partner Liability. Subject to the control rule of Neb. Rev. Stat. Section 67-251, a Limited Partner is not liable for Partnership obligations solely by reason of being a Limited Partner. Liability is limited to Capital Contributions made or required and the Limited Partner's share of undistributed assets.

Section 17.4 Return of Contributions. A return of contributions remains subject to the distribution limit in Section 7.3 and the recipient-liability rule in Section 7.4. Unless otherwise agreed, Neb. Rev. Stat. Section 67-270(b) ends a Limited Partner's liability for the amount of a distribution three years after its date.

Section 17.5 Insurance. The General Partner may cause the Partnership to obtain insurance for Indemnified Persons.

Section 17.6 Survival. Indemnification obligations survive dissolution and termination.

---

ARTICLE XVIII: DISPUTE RESOLUTION

Section 18.1 Governing Law. This Agreement is governed by Nebraska law, including the Act, without regard to conflicts-of-law principles.

Section 18.2 Negotiation. Parties shall first attempt good-faith negotiation for thirty (30) days after written notice of a Dispute.

Section 18.3 Mediation. If negotiation fails, mediation shall be conducted by a mediator mutually agreed upon or appointed by the [________________________________] County Nebraska District Court. Mediation shall take place in [________________________________], Nebraska. Costs shall be shared equally.

Section 18.4 Resolution.

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

☐ Option B: Litigation. Unresolved Disputes shall be submitted to the [________________________________] County Nebraska District Court or the United States District Court for the District of Nebraska. Parties irrevocably submit to jurisdiction.

Section 18.5 Attorneys' Fees. Each party bears its own attorney fees in litigation to enforce this Agreement, except where a statute or uniform course of procedure authorizes recovery.

Section 18.6 Equitable Relief. Any party may seek injunctive or equitable relief to prevent irreparable harm.

Section 18.7 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

---

ARTICLE XIX: AMENDMENTS

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

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

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

(c) No amendment changes a Partner's Percentage Interest without consent;

(d) This Section 19.1 requires unanimous consent to amend; and

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

Section 19.2 Certificate Amendments. The General Partner shall amend the Certificate per Neb. Rev. Stat. Section 67-241 upon: (a) admission or withdrawal of a General Partner; (b) continuation after withdrawal of a General Partner; or (c) any other event requiring amendment.

---

ARTICLE XX: GENERAL PROVISIONS

Section 20.1 Notices. Written notices are deemed given: (a) upon personal delivery; (b) three business days after certified mail; (c) one business day after overnight courier; or (d) upon email with confirmed receipt; addressed as in Sections 3.1 or 3.2.

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

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

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

Section 20.5 Counterparts. This Agreement may be executed in counterparts; electronic 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; "including" means "including without limitation."

Section 20.9 Further Assurances. Partners shall execute additional documents as reasonably necessary.

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

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

Section 20.12 Force Majeure. No liability for performance failures due to causes beyond reasonable control.

---

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: [________________________________]

[________________________________], Nebraska [____]

---

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Nebraska [____]

---

LIMITED PARTNER(S):

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Nebraska [____]

---

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Nebraska [____]

---

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Nebraska [____]

---

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Nebraska [____]

---

[________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Address: [________________________________]

[________________________________], Nebraska [____]

---

NOTARY ACKNOWLEDGMENT

STATE OF NEBRASKA

COUNTY OF [________________________________]

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

☐ [________________________________], as General Partner

☐ [________________________________], as General Partner

☐ [________________________________], as Limited Partner

☐ [________________________________], as Limited Partner

☐ [________________________________], as Limited Partner

☐ [________________________________], as Limited 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 notarial seal.

Notary Public Signature: [________________________________]

Printed Name of Notary: [________________________________]

My Commission Expires: [__/__/____]

Notary Public, State of Nebraska

[NOTARIAL SEAL]

---

EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

No.	Partner Name	Type	Cash Contribution	Property Description	Agreed Value of Property	Services Contributed	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 Nebraska Secretary of State pursuant to Neb. Rev. Stat. Section 67-240:

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

2. Address of Office and Name and Address of Agent for Service of Process (per Section 67-236):

Designated Office: [________________________________]

[________________________________], Nebraska [____]

Agent Name: [________________________________]

Agent Address: [________________________________]

[________________________________], Nebraska [____]

3. Name and Business, Residence, or Mailing Address of Each General Partner:

General Partner 1: [________________________________]

Address: [________________________________]

[________________________________], Nebraska [____]

General Partner 2: [________________________________]

Address: [________________________________]

[________________________________], Nebraska [____]

4. Other Matters (Optional):

[________________________________]

5. Effective Date:

☐ Upon filing with the Secretary of State

☐ Later date specified: [__/__/____]

Filing Information:

• Filing Office: Nebraska Secretary of State, Business Services Division
• Address: P.O. Box 94608, Lincoln, Nebraska 68509-4608
• Physical Address: 1201 N Street, Suite 120, Lincoln, Nebraska 68508
• Phone: (402) 471-4079
• Website: sos.nebraska.gov

---

EXHIBIT C: REQUIRED RECORDS CHECKLIST (PER NEB. REV. STAT. SECTION 67-237)

The following records must be maintained at the Partnership's designated office at all times:

☐ Current alphabetical list of full names and last-known business addresses of all Partners (General and Limited listed separately)

☐ Copy of the Certificate of Limited Partnership and all amendments

☐ Executed copies of powers of attorney under which the Certificate was executed

☐ Federal, state, and local income tax returns for the three most recent fiscal years

☐ Copies of effective partnership agreements and financial statements for the three most recent fiscal years

☐ Written record of: (a) cash and property contributed by each Partner with agreed values; (b) future contribution obligations; (c) times for future contributions; and (d) events triggering dissolution and return of contributions

---

Sources and References

• Nebraska Uniform Limited Partnership Act: Neb. Rev. Stat. Sections 67-233 through 67-296
• Nebraska Legislature, Chapter 67 (Partnerships): https://nebraskalegislature.gov/laws/browse-chapters.php?chapter=67
• Nebraska Secretary of State, Business Services: https://sos.nebraska.gov
• Nebraska Department of Revenue: https://revenue.nebraska.gov
• Nebraska Securities Act: Neb. Rev. Stat. Sections 8-1101 through 8-1123
• 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)
• Revised Uniform Limited Partnership Act (1976/1985), National Conference of Commissioners on Uniform State Laws