Limited Partnership Agreement (New Hampshire)

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LIMITED PARTNERSHIP AGREEMENT

[________________________________], L.P.

A NEW HAMPSHIRE LIMITED PARTNERSHIP

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date"), by and among the undersigned parties.

RECITALS

WHEREAS, the parties desire to form a limited partnership under the New Hampshire Uniform Limited Partnership Act, NH RSA Chapter 304-B (the "Act"), for the purposes set forth herein;

WHEREAS, a Certificate of Limited Partnership will be filed with the New Hampshire Secretary of State in accordance with NH RSA 304-B:8;

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations as partners of the Limited Partnership;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: FORMATION AND NAME

Section 1.1 Formation

The parties hereby form a limited partnership (the "Partnership") pursuant to the provisions of the New Hampshire Uniform Limited Partnership Act, NH RSA Chapter 304-B, and upon the terms and conditions set forth in this Agreement. The rights and obligations of the Partners shall be as provided in the Act, except as otherwise expressly provided in this Agreement.

Section 1.2 Partnership Name

The name of the Partnership shall be:

[________________________________], L.P.

The Partnership may conduct business under such name or any other name or names as the General Partner may from time to time determine, provided that such name complies with NH RSA 304-B:2, which requires that the name:

☐ Contains the words "limited partnership" or the abbreviation "L.P." as the last words of its name

☐ Does not contain the name of a Limited Partner unless such Limited Partner is also a General Partner or the business was carried on under that name before the admission of that Limited Partner

☐ Is distinguishable from other entities registered with the New Hampshire Secretary of State

☐ Does not contain language implying organization for purposes other than those permitted by NH RSA 304-B:6

Section 1.3 Certificate of Limited Partnership

The General Partner shall execute and file a Certificate of Limited Partnership with the New Hampshire Secretary of State in accordance with NH RSA 304-B:8. The Certificate shall set forth:

(a) The name of the Limited Partnership;

(b) The address of the registered office and the name and address of the registered agent for service of process as required by NH RSA 304-B:4;

(d) The latest date upon which the Limited Partnership is to dissolve; and

(e) Any other matters the General Partner determines to include therein.

Section 1.4 Registered Office and Agent

The Partnership shall continuously maintain in the State of New Hampshire:

Registered Office:
[________________________________]
[________________________________]
[________________________________]

Registered Agent:
[________________________________]
[________________________________]
[________________________________]

The General Partner may change the registered office or registered agent by filing a statement with the Secretary of State in accordance with NH RSA 304-B:9-a.

Section 1.5 Principal Place of Business

The principal place of business of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal place of business from time to time as the General Partner deems appropriate.

Section 1.6 Term

The Partnership shall commence on the date the Certificate of Limited Partnership is filed with the New Hampshire Secretary of State and shall continue until:

☐ [__/__/____] (Specific Date); OR

☐ Dissolved in accordance with Article XII of this Agreement and the Act.

Section 1.7 Purpose

The purpose of the Partnership is to engage in:

[________________________________]
[________________________________]
[________________________________]

and any and all activities necessary, incidental, or related thereto, and any other lawful business purpose permitted under NH RSA 304-B:6 and the laws of the State of New Hampshire.

ARTICLE II: DEFINITIONS

Section 2.1 Definitions

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

"Act" means the New Hampshire Uniform Limited Partnership Act, NH RSA Chapter 304-B, as amended from time to time.

"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.

"Agreement" means this Limited Partnership Agreement, as amended, modified, or restated from time to time.

"Assignee" means any Person who has acquired a Partnership Interest or any portion thereof by means of a Transfer, but who has not been admitted as a Substituted Limited Partner.

"Capital Account" means the capital account maintained for each Partner in accordance with Section 4.4 of this Agreement.

"Capital Contribution" means the total amount of cash and the fair market value of any property contributed to the Partnership by a Partner.

"Certificate" means the Certificate of Limited Partnership filed with the New Hampshire Secretary of State pursuant to NH RSA 304-B:8, as amended from time to time.

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

"Distributable Cash" means, as of any date of determination, cash available for distribution to the Partners after payment of, or provision for, all Partnership expenses, debt service, capital expenditures, and reserves as determined by the General Partner in its reasonable discretion.

"Economic Interest" means a Partner's or Assignee's share of the Partnership's Profits, Losses, and distributions, without any right to participate in management or vote on Partnership matters.

"Fiscal Year" means the Partnership's fiscal year, which shall be the calendar year unless otherwise determined by the General Partner in compliance with the Code.

"General Partner" means any Person who is admitted to the Partnership as a general partner and is identified as such in Schedule A, and any Person who becomes an additional or successor General Partner pursuant to this Agreement.

"Limited Partner" means any Person who is admitted to the Partnership as a limited partner and is identified as such in Schedule A, and any Person who becomes an additional or Substituted Limited Partner pursuant to this Agreement.

"Losses" means, for each Fiscal Year or other period, the Partnership's taxable losses and deductions determined in accordance with Section 703(a) of the Code, with appropriate adjustments as determined by the Tax Matters Partner.

"Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Partnership Interests.

"Partner" means any General Partner or Limited Partner.

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

"Partnership Interest" means a Partner's entire interest in the Partnership, including such Partner's Economic Interest and the right to participate in management and vote to the extent provided in this Agreement.

"Percentage Interest" means, with respect to any Partner, the percentage set forth opposite such Partner's name on Schedule A, as adjusted from time to time.

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

"Profits" means, for each Fiscal Year or other period, the Partnership's taxable income and gains determined in accordance with Section 703(a) of the Code, with appropriate adjustments as determined by the Tax Matters Partner.

"Substituted Limited Partner" means any Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4.

"Supermajority" means Partners holding at least [____]% (specify percentage, typically 66 2/3% or 75%) of the aggregate Partnership Interests.

"Tax Matters Partner" means the Partner designated pursuant to Article XVI to act as the "tax matters partner" under Section 6231 of the Code.

"Transfer" means any sale, assignment, transfer, exchange, gift, bequest, pledge, hypothecation, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

"Treasury Regulations" means the regulations promulgated under the Code.

ARTICLE III: PARTNERS

Section 3.1 General Partner

The General Partner of the Partnership shall be:

Name: [________________________________]

Address: [________________________________]
[________________________________]
[________________________________]

Type of Entity (if applicable): ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________]

Section 3.2 Limited Partners

The Limited Partners of the Partnership and their respective Capital Contributions and Percentage Interests are set forth in Schedule A attached hereto and incorporated herein by reference.

Section 3.3 Representations and Warranties of Partners

Each Partner, by executing this Agreement, represents and warrants to the Partnership and to all other Partners that:

(a) Authority. Such Partner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

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

(c) No Conflicts. The execution, delivery, and performance of this Agreement by such Partner does not and will not conflict with, breach, or constitute a default under any agreement to which such Partner is a party;

(d) Investment Intent. Such Partner is acquiring its Partnership Interest for investment purposes only and not with a view to distribution or resale;

(e) Accredited Investor Status (if applicable). Such Partner is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933; and

(f) No Registration. Such Partner understands that the Partnership Interests have not been registered under the Securities Act of 1933 or under any state securities laws and cannot be resold unless registered or exempt from registration.

ARTICLE IV: CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Each Partner shall make an initial Capital Contribution to the Partnership in the amount and form set forth opposite such Partner's name on Schedule A. Initial Capital Contributions shall be made on or before [__/__/____] or upon such Partner's admission to the Partnership, whichever is later.

Section 4.2 Additional Capital Contributions

(a) General Partner Contributions. The General Partner may make additional Capital Contributions to the Partnership at any time. Pursuant to NH RSA 304-B:25, a General Partner may make contributions and share in Profits, Losses, and distributions as both a General Partner and a Limited Partner.

(b) Limited Partner Contributions. No Limited Partner shall be required to make any additional Capital Contributions to the Partnership beyond such Limited Partner's initial Capital Contribution set forth on Schedule A, unless:

☐ Such Limited Partner has agreed in writing to make such additional contribution; or

☐ Such additional contribution is required by a Supermajority vote of the Partners.

(c) Written Commitment. Pursuant to NH RSA 304-B:28, a promise by a Limited Partner to contribute to the Partnership is not enforceable unless set out in a writing signed by the Limited Partner.

(d) Failure to Contribute. If a Partner fails to make a required Capital Contribution, such Partner shall be obligated, at the option of the Partnership, to contribute cash equal to the value of the unpaid contribution, and may be subject to:

☐ Dilution of such Partner's Percentage Interest

☐ Interest on the unpaid amount at [____]% per annum

☐ Forfeiture of distribution rights until the contribution is made

☐ Other remedies as determined by the General Partner

Section 4.3 Form of Contributions

Capital Contributions may be made in the form of:

☐ Cash

☐ Property (tangible or intangible), valued at its fair market value as determined by the General Partner

☐ Services, to the extent permitted by law and valued at their fair market value

☐ Promissory notes, subject to the terms set forth therein

Section 4.4 Capital Accounts

(a) Maintenance. A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Credits. Each Partner's Capital Account shall be credited with:

(i) The amount of cash contributed by such Partner;

(ii) The fair market value of property contributed by such Partner (net of liabilities);

(iii) Allocations of Profits to such Partner; and

(iv) Any items in the nature of income or gain specially allocated to such Partner.

(i) The amount of cash distributed to such Partner;

(ii) The fair market value of property distributed to such Partner (net of liabilities);

(iii) Allocations of Losses to such Partner; and

(iv) Any items in the nature of loss or deduction specially allocated to such Partner.

(d) Transfers. In the event of a Transfer of a Partnership Interest, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

Section 4.5 No Interest on Capital Contributions

No Partner shall be entitled to receive interest on such Partner's Capital Contributions or Capital Account balance, unless otherwise agreed in writing by the Partners.

Section 4.6 Return of Capital Contributions

(a) Except as otherwise provided in this Agreement, no Partner shall have the right to demand or receive the return of all or any portion of such Partner's Capital Contribution.

(b) No Partner shall have priority over any other Partner with respect to the return of Capital Contributions, except as provided in Schedule A or as otherwise agreed in writing by the Partners.

(c) Pursuant to NH RSA 304-B:38, if a Partner has received the return of any part of the Partner's contribution without violation of the partnership agreement or the Act, the Partner is liable to the Partnership for a period of one 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 by the Partnership.

ARTICLE V: ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 General Allocations

Except as otherwise provided in this Article V, Profits and Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

Section 5.2 Special Allocations

The following special allocations shall be made in the following order of priority:

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of income and gain for such year in the manner and amounts provided in Treasury Regulations Section 1.704-2(f).

(b) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain during any Fiscal Year, each Partner bearing the economic risk of loss for such partner nonrecourse debt shall be allocated items of income and gain for such year in the manner and amounts provided in Treasury Regulations Section 1.704-2(i)(4).

(c) 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) that causes or increases a deficit balance in such Partner's Capital Account, such Partner shall be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible.

(d) Gross Income Allocation. If any Partner has a deficit Capital Account balance at the end of any Fiscal Year that exceeds the sum of (i) the amount such Partner is obligated to restore and (ii) such Partner's share of Partnership minimum gain, such Partner shall be allocated items of gross income and gain in an amount equal to such excess as quickly as possible.

(e) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, such adjustment shall be allocated among the Partners as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 5.3 Curative Allocations

The allocations set forth in Section 5.2 are intended to comply with certain requirements of the Treasury Regulations. The General Partner is authorized to make offsetting allocations of Profits, Losses, and items thereof among the Partners in a manner that produces the same economic effect as would have occurred without the application of the special allocations, to the extent consistent with the Treasury Regulations.

Section 5.4 Tax Allocations

(a) Except as otherwise provided in this Section 5.4, each item of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses.

(b) Section 704(c) Allocations. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Partnership shall be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership and its fair market value at the time of contribution.

(c) Revaluations. If the book value of any Partnership asset is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset and its book value in the same manner as under Code Section 704(c).

Section 5.5 Allocation of Excess Nonrecourse Liabilities

Solely for purposes of determining each Partner's share of the excess nonrecourse liabilities of the Partnership, the Partners' interests in Partnership profits shall be their respective Percentage Interests.

Section 5.6 Allocations in Respect of Transferred Interests

If any Partnership Interest is Transferred during any Fiscal Year, Profits, Losses, and other items attributable to such interest for such Fiscal Year shall be allocated between the transferor and the transferee using any method permitted under Code Section 706 and selected by the General Partner.

ARTICLE VI: DISTRIBUTIONS

Section 6.1 Distributions of Distributable Cash

The General Partner may, in its sole discretion, distribute Distributable Cash to the Partners at such times and in such amounts as the General Partner shall determine. Such distributions shall be made to the Partners in proportion to their respective Percentage Interests, except as otherwise provided in this Agreement.

Section 6.2 Distribution Priorities

Unless otherwise agreed by the Partners in writing, distributions shall be made in the following order of priority:

First: To the Partners holding preferred Partnership Interests, if any, to the extent of any accrued but unpaid preferred return;

Second: To all Partners in proportion to their respective Percentage Interests.

Section 6.3 Distributions in Kind

Pursuant to NH RSA 304-B:35, a Partner, regardless of the nature of the Partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. A Partner may not be compelled to accept a distribution in kind to the extent that the percentage of the asset distributed to the Partner exceeds a percentage of that asset that equals the percentage in which the Partner shares in distributions from the Partnership.

Section 6.4 Limitations on Distributions

(a) Pursuant to NH RSA 304-B:36 and NH RSA 304-B:37, a Partner is entitled to receive distributions from a limited partnership before the Partner's withdrawal from the limited partnership and before the dissolution and winding up thereof:

(i) To the extent and at the times or upon the happening of the events specified in the partnership agreement; and

(ii) Subject to any restrictions in the partnership agreement, upon the partnership's receipt of a written demand from the Partner.

(b) No distribution shall be made if, after giving effect to such distribution:

(i) The Partnership would be unable to pay its debts as they become due in the ordinary course of business; or

(ii) The Partnership's total assets would be less than its total liabilities.

Section 6.5 Tax Distributions

Notwithstanding anything to the contrary in this Agreement, the General Partner shall use reasonable efforts to cause the Partnership to distribute to each Partner, prior to the due date for such Partner's estimated tax payments, an amount sufficient to enable such Partner to pay federal, state, and local income taxes on such Partner's allocable share of the Partnership's taxable income for the applicable period (the "Tax Distribution"). Tax Distributions shall be treated as advances against future distributions to which such Partner would otherwise be entitled.

Section 6.6 Withholding

The Partnership is authorized to withhold from any distribution to any Partner any amounts required to be withheld under federal, state, or local tax laws. Any amounts so withheld shall be treated as having been distributed to such Partner.

ARTICLE VII: MANAGEMENT

Section 7.1 General Partner Authority

(a) Exclusive Management. The General Partner shall have exclusive authority to manage the business and affairs of the Partnership and to take all actions and make all decisions on behalf of the Partnership, except as otherwise provided in this Agreement or required by the Act.

(b) Powers. Pursuant to NH RSA 304-B:24, the General Partner shall have all the rights and powers of a partner in a partnership without limited partners, including the power to:

(i) Enter into, execute, deliver, and perform contracts and agreements;

(ii) Borrow money and issue evidences of indebtedness;

(iii) Acquire, hold, manage, and dispose of Partnership assets;

(iv) Employ and terminate employees, agents, and independent contractors;

(v) Establish bank accounts and authorize signatories;

(vi) Prosecute, defend, settle, and compromise claims and litigation;

(vii) File tax returns and make tax elections;

(viii) Admit new Partners in accordance with this Agreement;

(ix) Determine when to make distributions to Partners;

(x) Establish reserves for Partnership operations;

(xi) Engage legal, accounting, and other professional advisors;

(xii) Take any action necessary or convenient for the accomplishment of the Partnership's purposes; and

(xiii) Exercise any other powers permitted under the Act or this Agreement.

Section 7.2 Limitations on General Partner Authority

Notwithstanding Section 7.1, the General Partner shall not, without the prior written consent of a Majority in Interest of the Limited Partners (or such greater percentage as specified), take any of the following actions:

☐ Amend this Agreement (except as otherwise provided herein)

☐ Admit additional General Partners

☐ Merge, consolidate, or convert the Partnership

☐ Sell all or substantially all of the Partnership's assets

☐ Dissolve or wind up the Partnership (except as required by law)

☐ File for bankruptcy or make an assignment for the benefit of creditors

☐ Incur indebtedness in excess of $[________________________________]

☐ Enter into transactions with Affiliates of the General Partner

☐ Change the Partnership's principal business activities

☐ Issue additional Partnership Interests

☐ [________________________________]

Section 7.3 General Partner Duties

(a) Standard of Care. The General Partner shall manage the Partnership in good faith and with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances.

(b) Fiduciary Duties. The General Partner owes fiduciary duties of loyalty and care to the Partnership and the Limited Partners, subject to any modifications permitted by the Act and agreed to herein.

(c) Time and Attention. The General Partner shall devote such time and attention to the Partnership's business as is reasonably necessary for the proper conduct thereof.

(d) Outside Activities. The General Partner may engage in other business activities and investments, even if competitive with the Partnership, unless otherwise agreed in writing.

Section 7.4 Compensation of General Partner

(a) Management Fee. The General Partner shall be entitled to receive a management fee of:

☐ $[________________________________] per [month/quarter/year]; OR

☐ [____]% of [________________________________]; OR

☐ No management fee

(b) Reimbursement. The General Partner shall be entitled to reimbursement from the Partnership for all reasonable out-of-pocket expenses incurred in connection with the management of the Partnership's business.

Section 7.5 Additional General Partners

Additional General Partners may be admitted to the Partnership only with the written consent of all existing Partners, or as otherwise provided in this Agreement.

Section 7.6 Resignation or Withdrawal of General Partner

(a) Voluntary Withdrawal. The General Partner may resign or withdraw from the Partnership upon [____] days' prior written notice to all Limited Partners.

(b) Events of Withdrawal. Pursuant to NH RSA 304-B:23, a Person ceases to be a General Partner upon the occurrence of any of the following events:

(i) The General Partner withdraws by giving written notice to the other Partners;

(ii) The General Partner ceases to be a member of the Partnership as provided in the partnership agreement;

(iii) The General Partner is removed as a General Partner in accordance with the partnership agreement;

(iv) The General Partner assigns all of its general partner interest;

(v) The General Partner files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent;

(vi) The General Partner, if an individual, dies or is adjudicated incompetent;

(vii) The General Partner, if an entity, dissolves and commences winding up; or

(viii) Any other event specified in the partnership agreement.

Section 7.7 Successor General Partner

(a) Upon the withdrawal of a General Partner, the remaining Partners may elect a successor General Partner by:

☐ Written consent of a Majority in Interest of the Limited Partners; OR

☐ Written consent of all remaining Partners; OR

☐ [________________________________]

(b) If no successor General Partner is elected within [____] days after the withdrawal of the last remaining General Partner, the Partnership shall be dissolved in accordance with Article XII.

ARTICLE VIII: LIMITED PARTNER RIGHTS AND RESTRICTIONS

Section 8.1 Limited Liability of Limited Partners

(a) Pursuant to NH RSA 304-B:19, a Limited Partner is not liable for the obligations of the Partnership except to the extent of such Limited Partner's Capital Contribution and any additional amounts that such Limited Partner has agreed in writing to contribute.

(b) A Limited Partner may lose limited liability protection if such Limited Partner participates in the control of the Partnership's business, except as provided in Section 8.2.

Section 8.2 Safe Harbor Activities

Pursuant to NH RSA 304-B:19, a Limited Partner does not participate in the control of the business by reason of:

(a) Being a contractor for, or an agent or employee of, the Partnership or the General Partner, or being an officer, director, or shareholder of a General Partner that is a corporation;

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

(c) Acting as a surety for the Partnership or guaranteeing or assuming one or more specific obligations of the Partnership;

(d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the Partnership;

(e) Requesting or attending a meeting of Partners;

(f) Proposing, approving, or disapproving, by voting or otherwise:

(i) The dissolution and winding up of the Partnership;

(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of Partnership assets;

(iii) The incurrence of indebtedness by the Partnership;

(iv) A change in the nature of the Partnership's business;

(v) The admission or removal of a General Partner;

(vi) The admission or removal of a Limited Partner;

(vii) A transaction involving an actual or potential conflict of interest;

(viii) An amendment to this Agreement or the Certificate; or

(ix) Any other matters stated in this Agreement;

(g) Winding up the Partnership pursuant to NH RSA 304-B:46; or

(h) Exercising any right or power permitted to Limited Partners under the Act.

Section 8.3 Limited Partner Name in Partnership Name

Pursuant to NH RSA 304-B:19(I), a Limited Partner who knowingly permits such Limited Partner's name to be used in the name of the Partnership (except where permitted by NH RSA 304-B:2(II)) is liable to creditors who extend credit to the Partnership without actual knowledge that the Limited Partner is not a General Partner.

Section 8.4 Information Rights

Each Limited Partner shall have the right to:

(a) Inspect and copy, at such Limited Partner's expense and during normal business hours, any of the Partnership records required to be maintained pursuant to NH RSA 304-B:5;

(b) Obtain from the General Partner, upon reasonable demand:

(i) True and full information regarding the state of the business and financial condition of the Partnership;

(ii) A copy of the Partnership's federal, state, and local income tax returns for each year;

(iii) A current list of the name and last known business, residence, or mailing address of each Partner;

(iv) A copy of this Agreement and the Certificate, and all amendments thereto;

(v) Information concerning the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Partner and the date on which each became a Partner; and

(vi) Other information regarding the affairs of the Partnership as is just and reasonable.

Section 8.5 No Right to Participate in Management

Except as expressly provided in this Agreement, Limited Partners shall have no right to participate in the management or control of the Partnership's business or to act on behalf of or bind the Partnership.

Section 8.6 No Right to Withdraw Capital

No Limited Partner shall have the right to withdraw any portion of such Limited Partner's Capital Contribution or to demand or receive property other than cash in return for such Limited Partner's Capital Contribution, except as expressly provided in this Agreement.

ARTICLE IX: MEETINGS AND VOTING

Section 9.1 Meetings of Partners

(a) Annual Meeting. An annual meeting of the Partners may be held at such time and place as determined by the General Partner, upon not less than [____] days' written notice to all Partners.

(b) Special Meetings. Special meetings of the Partners may be called by:

(i) The General Partner; or

(ii) Limited Partners holding at least [____]% of the aggregate Partnership Interests.

(c) Notice. Written notice of any meeting shall be delivered to each Partner not less than [____] days nor more than [____] days before the date of the meeting. Such notice shall state the date, time, place, and purpose of the meeting.

(d) Place of Meeting. Meetings may be held at the Partnership's principal place of business or at such other location as specified in the notice of meeting.

(e) Remote Participation. Partners may participate in any meeting by telephone, video conference, or other means by which all participants can simultaneously hear and communicate with each other. Participation by such means shall constitute presence in person at the meeting.

Section 9.2 Quorum

A quorum for the transaction of business at any meeting of Partners shall consist of Partners holding at least [____]% of the aggregate Partnership Interests, present in person or by proxy.

Section 9.3 Voting Rights

(a) General Partner Voting. The General Partner shall be entitled to vote on all matters submitted to a vote of the Partners, with voting power equal to its Percentage Interest.

(b) Limited Partner Voting. Each Limited Partner shall be entitled to vote on the following matters:

(i) Amendment of this Agreement;

(ii) Admission of additional General Partners;

(iii) Removal of the General Partner;

(iv) Dissolution of the Partnership;

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

(vi) Sale of all or substantially all of the Partnership's assets;

(vii) Approval of transactions involving conflicts of interest; and

(viii) Such other matters as may be specified in this Agreement or required by law.

(c) Voting Power. Each Partner shall have voting power in proportion to such Partner's Percentage Interest, unless otherwise specified in this Agreement.

Section 9.4 Action by Written Consent

Any action that may be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action to be taken is signed by Partners holding the percentage of Partnership Interests required for such action. Such written consent shall be filed with the records of the Partnership.

Section 9.5 Proxies

A Partner may vote at any meeting or give written consent by proxy. A proxy shall be in writing and signed by the Partner or such Partner's authorized representative. A proxy shall be valid only for the specific meeting or consent for which given, unless otherwise stated therein, and shall not be valid for more than [____] months from the date of its execution.

ARTICLE X: TRANSFER OF PARTNERSHIP INTERESTS

Section 10.1 Restrictions on Transfer

(a) No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article X.

(b) Any purported Transfer in violation of this Article X shall be void and of no effect.

Section 10.2 Permitted Transfers

The following Transfers shall be permitted without the consent of the other Partners:

(a) To Affiliates. A Transfer by a Partner to an Affiliate of such Partner, provided that such Affiliate agrees in writing to be bound by all terms of this Agreement;

(b) To Family Members. A Transfer by a Partner who is an individual to such Partner's spouse, children, grandchildren, or a trust for the benefit of any of them, provided that such transferee agrees in writing to be bound by all terms of this Agreement;

(c) For Estate Planning. A Transfer by a Partner to a trust, family limited partnership, or similar estate planning vehicle controlled by such Partner, provided that such transferee agrees in writing to be bound by all terms of this Agreement; and

(d) By Operation of Law. A Transfer by operation of law upon the death of a Partner who is an individual, subject to the provisions of Section 10.7.

Section 10.3 Consent Required for Other Transfers

Except as provided in Section 10.2, no Partner may Transfer all or any portion of such Partner's Partnership Interest without:

(a) The prior written consent of the General Partner; and

(b) The prior written consent of a Majority in Interest of the Limited Partners (excluding the transferring Partner).

Section 10.4 Substituted Limited Partners

(a) An Assignee of a Partnership Interest may be admitted as a Substituted Limited Partner only with:

(i) The written consent of the General Partner; and

(ii) The written consent of a Majority in Interest of the Limited Partners.

(b) As a condition to admission as a Substituted Limited Partner, the Assignee shall:

(i) Execute and deliver such instruments as the General Partner may require, including a counterpart of this Agreement;

(ii) Pay or reimburse the Partnership for all costs and expenses incurred in connection with such admission; and

(iii) Represent and warrant that such Assignee meets all requirements for admission set forth in this Agreement.

(c) An Assignee who is not admitted as a Substituted Limited Partner shall have only the Economic Interest associated with the transferred Partnership Interest and shall have no right to vote or participate in the management of the Partnership.

Section 10.5 Right of First Refusal

(a) Notice of Proposed Transfer. Before any Transfer (other than a Permitted Transfer), the transferring Partner shall deliver written notice to the Partnership and each other Partner specifying:

(i) The Partnership Interest proposed to be Transferred;

(ii) The proposed purchase price and material terms of the Transfer;

(iii) The identity of the proposed transferee; and

(iv) Any other information reasonably requested by the General Partner.

(b) Partnership Option. The Partnership shall have the first option to purchase all (but not less than all) of the Partnership Interest proposed to be Transferred at the price and on the terms set forth in the notice, exercisable by written notice to the transferring Partner within [____] days after receipt of the Transfer notice.

(c) Partner Option. If the Partnership does not exercise its option, each other Partner shall have the option to purchase a pro rata portion (based on Percentage Interests) of the Partnership Interest proposed to be Transferred at the price and on the terms set forth in the notice, exercisable by written notice to the transferring Partner within [____] days after expiration of the Partnership's option period.

(d) Completion of Transfer. If the options are not exercised in full, the transferring Partner may complete the proposed Transfer to the proposed transferee at a price and on terms no more favorable to the transferee than those set forth in the Transfer notice, provided that such Transfer is completed within [____] days after expiration of the option periods.

Section 10.6 General Partner Interest

The General Partner may not Transfer all or any portion of its general partner interest without the prior written consent of all Limited Partners.

Section 10.7 Transfer Upon Death

Upon the death of a Partner who is an individual:

(a) The Partnership Interest of the deceased Partner shall pass to such Partner's estate or designated beneficiaries in accordance with such Partner's will or applicable intestacy laws;

(b) The estate or beneficiaries shall become Assignees of such Partnership Interest; and

Section 10.8 Requirements for Valid Transfer

No Transfer shall be valid unless:

(a) The transferee agrees in writing to be bound by all terms of this Agreement;

(b) The Transfer complies with all applicable federal and state securities laws;

(d) The transferring Partner provides to the Partnership such information and documents as the General Partner may reasonably request; and

(e) The transferring Partner pays or reimburses the Partnership for all costs and expenses incurred in connection with the Transfer.

ARTICLE XI: ADMISSION OF NEW PARTNERS

Section 11.1 Admission of New Limited Partners

(a) New Limited Partners may be admitted to the Partnership only with:

(i) The written consent of the General Partner; and

(ii) The written consent of a Majority in Interest of the existing Limited Partners.

(b) As a condition to admission, each new Limited Partner shall:

(i) Execute and deliver a counterpart of this Agreement;

(ii) Make the Capital Contribution required by the General Partner;

(iii) Execute such other documents as the General Partner may require; and

(iv) Pay or reimburse the Partnership for all costs and expenses incurred in connection with such admission.

Section 11.2 Admission of Additional General Partners

Additional General Partners may be admitted to the Partnership only with:

☐ The written consent of all existing Partners; OR

☐ The written consent of the existing General Partner(s) and a Supermajority of Limited Partners; OR

☐ [________________________________]

Section 11.3 Amendment of Schedule A

Upon admission of any new Partner, Schedule A shall be amended to reflect the name, Capital Contribution, and Percentage Interest of such Partner and any adjustments to the Percentage Interests of the existing Partners.

ARTICLE XII: WITHDRAWAL OF PARTNERS

Section 12.1 Withdrawal of Limited Partners

(a) No Voluntary Withdrawal. A Limited Partner may not voluntarily withdraw from the Partnership prior to the dissolution and winding up of the Partnership, except:

(i) With the prior written consent of the General Partner and a Majority in Interest of the other Limited Partners; or

(ii) As otherwise provided in this Agreement.

(b) Consequences of Withdrawal. A Limited Partner who withdraws in violation of this Agreement shall:

(i) Remain liable to the Partnership for any damages caused by such wrongful withdrawal; and

(ii) Not be entitled to receive any distribution or payment with respect to such Partner's Partnership Interest until the Partnership is dissolved and wound up.

Section 12.2 Withdrawal of General Partner

(a) The General Partner may withdraw from the Partnership:

(i) At any time specified in this Agreement;

(ii) Upon the occurrence of events specified in this Agreement; or

(iii) Upon [____] days' prior written notice to all Limited Partners.

(b) If the General Partner withdraws and a successor General Partner is not appointed within [____] days, the Partnership shall be dissolved in accordance with Article XII.

Section 12.3 Payment Upon Withdrawal

Unless otherwise agreed in writing, a Partner who withdraws from the Partnership shall be entitled to receive, within a reasonable time after withdrawal:

(a) The balance of such Partner's Capital Account; plus

(b) Such Partner's share of any Profits from the date of the last allocation to the date of withdrawal; minus

(d) Any damages caused by such Partner's wrongful withdrawal.

ARTICLE XIII: DISSOLUTION AND WINDING UP

Section 13.1 Events of Dissolution

Pursuant to NH RSA 304-B:44, the Partnership shall be dissolved and its affairs wound up upon the first to occur of the following:

(a) At the time specified in the Certificate;

(b) Upon the happening of events specified in this Agreement;

(d) An event of withdrawal of the General Partner, unless:

(i) At the time of withdrawal there is at least one other General Partner and this Agreement permits the business to be carried on by the remaining General Partner and that Partner does so; or

(ii) Within ninety (90) days after the withdrawal, all Partners agree in writing to continue the business and to appoint one or more additional General Partners if necessary;

(e) Entry of a decree of judicial dissolution under NH RSA 304-B:45; or

(f) Administrative dissolution for failure to file required reports or pay required fees.

Section 13.2 Continuation After Dissolution Event

(a) Notwithstanding the occurrence of any event set forth in Section 13.1, if within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment of one or more successor General Partners if necessary, the Partnership shall not be dissolved and shall continue its business.

(b) Any continuation pursuant to this Section 13.2 shall be subject to the filing of any required amendments to the Certificate.

Section 13.3 Winding Up

(a) Upon dissolution, the General Partner (or, if there is no General Partner, a Person appointed by a Majority in Interest of the Limited Partners) shall wind up the Partnership's affairs.

(b) During the winding up period, the Partnership shall:

(i) Collect all Partnership receivables;

(ii) Pay or provide for all Partnership debts and liabilities;

(iii) Liquidate Partnership assets in an orderly manner;

(iv) File a Certificate of Cancellation with the New Hampshire Secretary of State; and

(v) Distribute the remaining assets to the Partners.

Section 13.4 Order of Distribution Upon Liquidation

Upon dissolution and after payment of all selling costs and expenses, the proceeds of liquidation and any other Partnership assets shall be distributed in the following order of priority:

First: To creditors of the Partnership (including Partners who are creditors) in satisfaction of the liabilities of the Partnership, in the order of priority provided by law;

Second: To the establishment of any reserves that the General Partner (or liquidating Partner) deems reasonably necessary for contingent or unforeseen liabilities or obligations of the Partnership;

Third: To Partners in respect of any unpaid preferred returns or other amounts due under this Agreement;

Fourth: To Partners in proportion to and to the extent of the positive balances in their Capital Accounts; and

Fifth: To Partners in proportion to their respective Percentage Interests.

Section 13.5 Certificate of Cancellation

Upon completion of the winding up, the General Partner (or liquidating Partner) shall file a Certificate of Cancellation with the New Hampshire Secretary of State in accordance with NH RSA 304-B:10, setting forth:

(a) The name of the Limited Partnership;

(b) The date of filing of its Certificate of Limited Partnership;

(d) The effective date and time of cancellation if not effective upon filing; and

(e) Any other information the General Partner determines.

Section 13.6 Deficit Capital Accounts

No Partner shall be required to restore a deficit balance in such Partner's Capital Account upon dissolution or otherwise, unless otherwise agreed in writing by such Partner.

Section 13.7 Return of Contribution Nonrecourse to Other Partners

Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Limited Partner shall look solely to the assets of the Partnership for the return of such Limited Partner's Capital Contribution.

ARTICLE XIV: BOOKS, RECORDS, AND REPORTS

Section 14.1 Books and Records

Pursuant to NH RSA 304-B:5, the Partnership shall keep at its principal place of business the following records:

(a) A current list of the full name and last known business, residence, or mailing address of each Partner, separately identifying the 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 any certificate has been executed;

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

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

(f) Unless contained in this Agreement:

(i) The amount of cash and a description and statement of the agreed value of any other property or services contributed by each Partner and which each Partner has agreed to contribute;

(ii) The times at which or events upon the happening of which any additional contributions agreed to be made by each Partner are to be made;

(iii) Any right of a Partner to receive, or of a General Partner to make, distributions to a Partner which include a return of all or any part of the Partner's contribution; and

(iv) Any events upon the happening of which the Partnership is to be dissolved and its affairs wound up.

Section 14.2 Fiscal Year

The Fiscal Year of the Partnership shall be the calendar year, unless otherwise determined by the General Partner in compliance with the Code.

Section 14.3 Method of Accounting

The Partnership's books and records shall be maintained on the:

☐ Cash basis of accounting; OR

☐ Accrual basis of accounting

Section 14.4 Financial Reports

The General Partner shall furnish to each Partner:

(a) Annual Financial Statements. Within [____] days after the close of each Fiscal Year, financial statements for such Fiscal Year, including:

(i) A balance sheet as of the end of such Fiscal Year;

(ii) A statement of income and expenses for such Fiscal Year;

(iii) A statement of Partners' capital as of the end of such Fiscal Year; and

(iv) A statement of cash flows for such Fiscal Year.

(b) Tax Information. Within [____] days after the close of each Fiscal Year (or as soon thereafter as reasonably practicable), Schedule K-1 (Form 1065) and such other information as may be necessary for each Partner to prepare such Partner's federal, state, and local income tax returns.

(c) Quarterly Reports (if applicable). Within [____] days after the close of each fiscal quarter, unaudited financial statements for such quarter.

Section 14.5 Inspection Rights

Each Partner, or such Partner's designated representative, shall have the right, at such Partner's expense and during normal business hours, to:

(a) Inspect and copy any of the Partnership records required to be maintained pursuant to Section 14.1; and

(b) Obtain from the General Partner true and full information regarding the state of the business and financial condition of the Partnership.

Section 14.6 Bank Accounts

The Partnership shall maintain one or more bank accounts in the name of the Partnership. All Partnership funds shall be deposited in such accounts. Withdrawals from Partnership accounts shall be made only by Persons authorized by the General Partner.

ARTICLE XV: INDEMNIFICATION

Section 15.1 Indemnification of General Partner

(a) Scope of Indemnification. The Partnership shall indemnify, defend, and hold harmless the General Partner and its Affiliates, and their respective officers, directors, employees, members, managers, partners, shareholders, agents, and representatives (collectively, "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") arising out of or in connection with:

(i) The management or conduct of the Partnership's business; or

(ii) Any act or omission of any Indemnified Party in connection with the Partnership;

provided that such Indemnified Party acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, and provided further that the conduct of such Indemnified Party did not constitute fraud, gross negligence, willful misconduct, or a material breach of this Agreement.

(b) Advancement of Expenses. The Partnership may advance expenses (including reasonable attorneys' fees) incurred by an Indemnified Party in defending any action, suit, or proceeding, upon receipt of an undertaking by such Indemnified Party to repay such amounts if it is ultimately determined that such Indemnified Party is not entitled to indemnification.

(c) Insurance. The Partnership may purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against such Person, whether or not the Partnership would have the power to indemnify such Person against such liability.

Section 15.2 Indemnification of Limited Partners

The Partnership shall indemnify, defend, and hold harmless each Limited Partner from and against any Losses arising out of or in connection with:

(a) Any obligations or liabilities of the Partnership in excess of such Limited Partner's Capital Contribution and any additional amounts such Limited Partner has agreed in writing to contribute; and

(b) Any claim that such Limited Partner is liable as a general partner due to participation in control of the Partnership's business, provided that such Limited Partner's activities were limited to those permitted under Section 8.2.

Section 15.3 Partner Indemnification of Partnership

Each Partner shall indemnify, defend, and hold harmless the Partnership and the other Partners from and against any Losses arising out of or in connection with:

(a) Any breach by such Partner of any representation, warranty, or obligation under this Agreement;

(b) Any claim arising from such Partner's wrongful act or omission; or

(c) Any claim arising from such Partner's activities outside the scope of the Partnership's business that are attributed to the Partnership.

Section 15.4 Limitation on Liability

(a) General Partner. The General Partner shall not be personally liable to the Partnership or any Partner for any act or omission taken in good faith and reasonably believed to be in or not opposed to the best interests of the Partnership, except for fraud, gross negligence, willful misconduct, or material breach of this Agreement.

(b) Limited Partners. No Limited Partner shall be liable for any debts, obligations, or liabilities of the Partnership in excess of such Limited Partner's Capital Contribution and any additional amounts such Limited Partner has agreed in writing to contribute.

Section 15.5 Survival

The indemnification provisions of this Article XV shall survive the withdrawal of any Partner and the dissolution and winding up of the Partnership.

ARTICLE XVI: TAX MATTERS PARTNER

Section 16.1 Designation

The General Partner is hereby designated as the "Tax Matters Partner" (or "Partnership Representative" if applicable under the Bipartisan Budget Act of 2015) with all powers and authority provided under the Code and Treasury Regulations.

Section 16.2 Powers and Duties

The Tax Matters Partner shall have the authority to:

(a) Represent the Partnership in all tax matters before the Internal Revenue Service and any state or local taxing authority;

(b) Extend the statute of limitations for assessment of Partnership tax items;

(d) File requests for administrative adjustment;

(e) Make any tax elections on behalf of the Partnership, including elections under Code Sections 754, 761(a), and any other applicable provisions;

(f) Receive all notices and communications from taxing authorities on behalf of the Partnership; and

(g) Take any other action authorized or required by law with respect to Partnership tax matters.

Section 16.3 Notification

The Tax Matters Partner shall promptly notify all Partners of:

(a) The commencement of any administrative or judicial proceeding with respect to a Partnership tax item;

(b) Any proposed adjustment or settlement offer received from a taxing authority; and

Section 16.4 Tax Elections

The Tax Matters Partner may, in its discretion, make or revoke any tax election available to the Partnership, including:

☐ Election under Code Section 754 to adjust the basis of Partnership property

☐ Election under Code Section 761(a) to exclude the Partnership from Subchapter K

☐ Elections regarding depreciation methods and recovery periods

☐ Elections regarding organizational and start-up expenses

☐ [________________________________]

Section 16.5 Expenses

The Partnership shall reimburse the Tax Matters Partner for all reasonable expenses incurred in connection with its duties under this Article XVI.

ARTICLE XVII: AMENDMENTS

Section 17.1 Amendments Generally

Except as otherwise provided in this Agreement, this Agreement may be amended only by a written instrument signed by:

☐ The General Partner and a Majority in Interest of the Limited Partners; OR

☐ All Partners; OR

☐ [________________________________]

Section 17.2 Amendments Without Partner Consent

The General Partner may amend this Agreement without the consent of the Limited Partners to:

(a) Reflect the admission, substitution, or withdrawal of Partners in accordance with this Agreement;

(b) Correct typographical errors or clarify ambiguities;

(d) Reflect changes in the name or registered office/agent of the Partnership;

(e) Make changes that do not adversely affect the rights of any Limited Partner; or

(f) Satisfy requirements or guidelines of any taxing authority or facilitate compliance with the Code or Treasury Regulations.

Section 17.3 Amendments Requiring Unanimous Consent

Notwithstanding Section 17.1, the following amendments shall require the written consent of all Partners:

(a) Any amendment that would increase a Partner's Capital Contribution obligation;

(b) Any amendment that would reduce a Partner's Percentage Interest or share of distributions;

(d) Any amendment that would modify this Section 17.3;

(e) Any amendment that would disproportionately affect one or more Partners relative to the other Partners; or

(f) Any amendment that would extend the term of the Partnership beyond the date set forth in Section 1.6.

Section 17.4 Amendment to Certificate

The General Partner shall promptly file an amendment to the Certificate to reflect any amendment to this Agreement that requires amendment of the Certificate under the Act.

ARTICLE XVIII: GENERAL PROVISIONS

Section 18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, including the New Hampshire Uniform Limited Partnership Act (NH RSA Chapter 304-B), without regard to principles of conflicts of law.

Section 18.2 Jurisdiction and Venue

Any action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in:

☐ Merrimack County, New Hampshire; OR

☐ Hillsborough County, New Hampshire; OR

☐ [________________________________]

and each party hereby irrevocably submits to the exclusive jurisdiction of such courts.

Section 18.3 Entire Agreement

This Agreement (including Schedule A and any exhibits attached hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 18.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

Section 18.5 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any subsequent breach.

Section 18.6 Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed given:

(a) When delivered personally;

(b) When sent by facsimile or email (with confirmation of transmission);

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

addressed to the parties at the addresses set forth on Schedule A (or such other address as a party may designate by notice).

Section 18.7 Binding Effect

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

Section 18.8 No Third-Party Beneficiaries

Except as expressly provided herein, nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 18.9 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means (including PDF) shall be deemed original signatures.

Section 18.10 Construction

(a) The headings in this Agreement are for convenience only and shall not affect its interpretation.

(b) Unless the context otherwise requires, words in the singular include the plural and vice versa.

(d) References to statutes shall include all regulations thereunder and amendments thereto.

Section 18.11 Confidentiality

Each Partner agrees to keep confidential and not to disclose to any third party (other than such Partner's attorneys, accountants, and financial advisors) any non-public information concerning the Partnership or its business, except:

(a) As required by law or legal process;

(b) To the extent such information becomes publicly available through no fault of such Partner; or

Section 18.12 Legal Counsel

Each Partner acknowledges that:

(a) Such Partner has had the opportunity to consult with independent legal counsel regarding this Agreement;

(b) Such Partner has read and understands this Agreement; and

Section 18.13 Dispute Resolution

(a) Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in accordance with the mediation rules of:

☐ The American Arbitration Association; OR

☐ JAMS; OR

☐ [________________________________]

(b) Arbitration (if selected).

☐ If mediation is unsuccessful, any dispute shall be resolved by binding arbitration conducted in [________________________________], New Hampshire, in accordance with the rules of [________________________________]. The arbitrator's decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.

☐ The parties do not agree to arbitration and may pursue litigation in the courts specified in Section 18.2.

Section 18.14 Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

Section 18.15 Force Majeure

No party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or strikes.

Section 18.16 Further Assurances

Each party agrees to execute and deliver such further instruments and documents and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

ARTICLE XIX: EXECUTION

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the date first written above.

GENERAL PARTNER:

[________________________________]
(Print Name of General Partner)

☐ Individual General Partner:

Signature: [________________________________]

Date: [__/__/____]

☐ Entity General Partner:

By: [________________________________]