Limited Partnership Agreement (Nebraska)

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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 67-296 (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) shall not participate in the control of the Partnership's business, as required by the Act and to preserve the limited liability protection afforded to Limited Partners under Neb. Rev. Stat. Section 67-247;

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 67-296, 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 67-261.

(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 67-253.

(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.

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;

(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 the words "limited partnership" without abbreviation (note: Nebraska law requires the full words "limited partnership" and does not permit the abbreviations "L.P." or "LP" in the formal name). The name shall not contain the name of a Limited Partner unless it is also the name of a General Partner or the corporate name of a corporate general partner, or unless the business of the Partnership had been carried on under that name before the admission of the Limited Partner.

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) [________________________________];

(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;

(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 67-253. 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).

☐ 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) Capital Account balances transfer with transferred Partnership Interests.

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 67-254.

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 67-255. 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; provided that no allocation of Net Losses shall cause a Limited Partner to have an Adjusted Capital Account Deficit. Excess losses shall be allocated to the General Partner(s).

Section 6.4 Special Allocations.

(a) Qualified Income Offset. Items of income and gain shall be specially allocated to any Limited Partner who unexpectedly receives adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) to eliminate the 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.

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 67-256: 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 67-259:

(a) A Partner may not receive a Distribution from a limited partnership to the extent that, after giving effect to the Distribution, all liabilities of the limited partnership (other than liabilities to Partners on account of their Partnership Interests) exceed the fair value of the Partnership's assets.

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

Section 7.4 Liability upon Return of Contribution. Under Neb. Rev. Stat. Section 67-260, if a Limited Partner has received the return of any part of the Limited Partner's contribution, the Limited Partner is liable to the Partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the Partnership's liabilities to creditors who extended credit during the period the contribution was held.

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;

(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;

(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 67-246, 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.

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

Section 8.6 Limited Partners Shall Not Participate in Control.

IMPORTANT NOTICE REGARDING NEBRASKA LAW: Under Neb. Rev. Stat. Section 67-247, a Limited Partner who participates in the control of the business is liable to persons who transact business with the Partnership only if such persons reasonably believed, based upon the Limited Partner's conduct, that the Limited Partner is a General Partner. Notwithstanding, a Limited Partner does not participate in the control of the business solely by doing one or more of the following:

(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;

(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 67-247(b).

Each Limited Partner shall refrain from any activity that could be construed as participation in the control of the business beyond the activities listed above and in Section 8.3.

ARTICLE IX: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 9.1 General Powers and Liabilities. Pursuant to Neb. Rev. Stat. Section 67-252, 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

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

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. Subject to the "control rule" of Neb. Rev. Stat. Section 67-247, a Limited Partner is not liable for the obligations of a limited partnership unless the Limited Partner is also a General Partner or, in addition to the exercise of the Limited Partner's rights and powers as a limited partner, the Limited Partner participates in the control of the business. Even then, the Limited Partner is liable only to persons who transact business with the Partnership reasonably believing the Limited Partner to be 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) Inspect and copy Partnership books and records as provided in Neb. Rev. Stat. Section 67-249, including: the Certificate and amendments, the partnership agreement, financial statements for the three most recent fiscal years, federal, state, and local income tax returns for the three most recent fiscal years, and a current list of names and addresses of all Partners;

(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;

(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

Section 11.3 Inspection. Each Partner may inspect and copy records at such Partner's expense, as provided in Neb. Rev. Stat. Section 67-249, upon reasonable written request and during normal business hours.

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;

(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) No Partnership termination under Code Section 708;

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

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

Section 12.4 Rights of Assignee. Pursuant to Neb. Rev. Stat. Section 67-261, an assignee of a Partnership Interest may become a Limited Partner if: (a) the General Partner consents; or (b) the assignor, being a Limited Partner, gives the assignee that right in accordance with authority described in the partnership agreement.

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 67-262, 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 67-250, 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. Pursuant to Neb. Rev. Stat. Section 67-245, after the filing of a limited partnership's Certificate, a person may be admitted as an additional limited partner: (a) as provided in the partnership agreement; or (b) with the written consent of all Partners. 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 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 Withdrawal of General Partner. Pursuant to Neb. Rev. Stat. Section 67-251, 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 67-251, 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;

(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. A Limited Partner may withdraw from the Partnership at the time or upon the happening of events specified in the Certificate or this Agreement. If no time or event is specified, a Limited Partner may withdraw upon not less than six (6) months' prior written notice to the General Partner.

Section 14.4 Distribution upon Withdrawal. Upon withdrawal, a withdrawing Partner is entitled to receive any Distribution to which such Partner is entitled under this Agreement and the Act. If this Agreement does not provide for the amount of the distribution, the withdrawing Partner is entitled to receive the fair value of the Partnership Interest as of the date 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.

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 67-264:

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

(b) The written consent of all Partners;

(c) An event of withdrawal of a General Partner unless: (i) at the time there is at least one other General Partner and the Certificate permits the business to be carried on by the remaining General Partner; or (ii) within ninety (90) days after the withdrawal, all Partners agree in writing to continue the business and to the appointment of one or more additional General Partners if necessary or desired; or

(d) Entry of a decree of judicial dissolution under Neb. Rev. Stat. Section 67-265.

Section 15.2 Winding Up. Upon dissolution, the General Partner (or a court-appointed person, if no General Partner) shall wind up the Partnership's affairs in accordance with Neb. Rev. Stat. Section 67-266.

Section 15.3 Distribution of Assets. Pursuant to Neb. Rev. Stat. Section 67-267, 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. Section 67-258;

(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;

(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 67-247, 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. Under Neb. Rev. Stat. Section 67-260, a Limited Partner who receives the return of a contribution is liable to the Partnership for one year for the returned amount, to the extent necessary to discharge liabilities to creditors who extended credit during the period the contribution was held.

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. The prevailing party shall recover reasonable attorneys' fees and costs.

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;

(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 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
Note: Nebraska does NOT recognize limited liability limited partnerships (LLLPs) under the current statute.

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

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Last updated: March 2026

Limited Partnership Agreement (Nebraska)