Limited Partnership Agreement (New Mexico)

LIMITED PARTNERSHIP AGREEMENT

STATE OF NEW MEXICO

Use gate. New Mexico domestic limited partnerships formed under the Act are
limited liability limited partnerships. Use this agreement only with a complete,
current Certificate of Limited Partnership and after counsel confirms the
partners, name, designated office, service agent, business, ownership,
licensing, securities, property, tax, insurance, and filing path. For an entity
formed before January 1, 2008, stop: NMSA 1978 § 54-2A-1204 contains election,
duration, dissociation, dissolution, liability-effective-date, and legacy-law
rules that require a separate conversion analysis.

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

RECITALS

WHEREAS, the parties desire to form a limited liability limited partnership (the "Partnership") under the laws of the State of New Mexico, pursuant to the Uniform Revised Limited Partnership Act, NMSA 1978, Sections 54-2A-101 et seq. (the "Act");

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the New Mexico Secretary of State in accordance with NMSA 1978, Section 54-2A-201;

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

WHEREAS, the parties acknowledge that the General Partner(s) shall have full management authority over the Partnership's business and affairs, and the Limited Partner(s) shall have no right or power to bind the Partnership as set forth in NMSA 1978, Section 54-2A-302;

WHEREAS, the parties have agreed upon their respective capital contributions and ownership interests as set forth herein;

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 — DEFINITIONS

1.1 "Act" means the New Mexico Uniform Revised Limited Partnership Act, NMSA 1978 §§ 54-2A-101 through -1206, as amended from time to time.

1.2 "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. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

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

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

1.5 "Bankruptcy Event" means an event listed in the applicable dissociation provision of the Act, as mapped by counsel to the facts.

1.6 "Capital Account" means the contractual account maintained under Article IV and the separate tax schedule prepared by the Partnership's tax advisor.

1.7 "Capital Contribution" means the total amount of cash, property, services, or promissory notes contributed or agreed to be contributed by a Partner to the Partnership.

1.8 "Certificate" means the Certificate of Limited Partnership filed with the New Mexico Secretary of State in accordance with NMSA 1978, Section 54-2A-201, as it may be amended or restated from time to time.

1.10 "Distributable Cash" means, as of any date of determination, cash received by the Partnership from all sources (including Capital Contributions but excluding any borrowings) less (a) all cash disbursements for operating expenses, debt service, capital expenditures, and other obligations of the Partnership; and (b) such reserves as the General Partner deems reasonably necessary for the Partnership's operations.

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

1.12 "Effective Date" means the date first written above.

1.13 "Fiscal Year" means the year selected in the accounting and tax schedule.

1.14 "General Partner" means any Person named as a General Partner in this Agreement or admitted as a General Partner pursuant to the terms of this Agreement, in such Person's capacity as a general partner of the Partnership.

1.15 "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including the Partner's Transferable Interest, the right to participate in management, and all other rights and obligations under this Agreement and the Act.

1.16 "Limited Partner" means any Person named as a Limited Partner in this Agreement or admitted as a Limited Partner pursuant to the terms of this Agreement, in such Person's capacity as a limited partner of the Partnership.

1.17 "Majority in Interest" means Partners (of the applicable class) holding more than fifty percent (50%) of the aggregate Percentage Interests of such class.

1.18 "Net Profits" and "Net Losses" mean the amounts determined under the accounting and tax schedule approved by the Partners.

1.19 "New Mexico Secretary of State" means the Office of the Secretary of State of the State of New Mexico, located in Santa Fe, New Mexico.

1.20 "Partner" means any General Partner or Limited Partner.

1.21 "Partnership" means the limited liability limited partnership formed pursuant to this Agreement and the Act.

1.22 "Percentage Interest" means, with respect to each Partner, such Partner's percentage ownership interest in the Partnership as set forth in the Partner Schedule attached hereto as Exhibit A, as may be adjusted from time to time in accordance with this Agreement.

1.23 "Person" means an individual, corporation, limited liability company, partnership, joint venture, trust, estate, association, or any other legal entity.

1.24 "Principal Office" means the principal office of the Partnership as designated by the General Partner from time to time.

1.25 "Registered Agent" means the Partnership's agent for service of process in New Mexico as required by NMSA 1978, Section 54-2A-114.

1.26 "Designated Office" means the office the Partnership designates and maintains as required by NMSA 1978, Section 54-2A-114.

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

1.28 "Transferable Interest" means a Partner's right to receive Distributions from the Partnership, as distinguished from the Partner's other rights and obligations as a Partner.

ARTICLE II — FORMATION AND NAME

2.1 Formation. The Partnership is formed as a limited liability limited partnership only when the Certificate is filed after substantial compliance with NMSA 1978 § 54-2A-201. The initial Certificate must be signed as required by § 54-2A-204(A)(1) and state:

(a) The name of the limited partnership;

(b) The street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;

(c) The name and street and mailing address of each general partner; and

(d) That the limited partnership is a limited liability limited partnership; and

(e) Any additional information required by Article 11 of the Act.

2.2 Name. The name of the Partnership shall be:

[________________________________], LLLP

The name of the Partnership shall comply with NMSA 1978, Section 54-2A-108. Because a domestic partnership formed under the Act is a limited liability limited partnership, its name shall contain "Limited Liability Limited Partnership," "LLLP," or "L.L.L.P." and shall not contain "LP" or "L.P." The name shall be distinguishable from the names of other entities on file with the New Mexico Secretary of State.

2.3 LLLP Status.

The Partnership is a limited liability limited partnership under NMSA 1978, Section 54-2A-108. The Certificate shall state that status as required by NMSA 1978, Section 54-2A-201(A)(4).

2.4 Designated Office and Agent for Service of Process. The Partnership's designated office and agent for service of process in New Mexico shall be:

Registered Agent: [________________________________]

Designated Office Street Address: [________________________________]

Designated Office Mailing Address: [________________________________]

City: [________________________________], New Mexico [____]

The General Partner may change the designated office or agent for service of process by filing a statement with the New Mexico Secretary of State in accordance with the Act.

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

[________________________________]

[________________________________]

[________________________________]

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

2.6 Term. The Partnership shall commence on the date the Certificate is filed with the New Mexico Secretary of State and shall continue until dissolved in accordance with Article XIV of this Agreement or as otherwise provided by law.

2.7 Purpose. The purpose of the Partnership shall be to:

[________________________________]

[________________________________]

[________________________________]

and to engage in any and all lawful activities incidental or related thereto as permitted under the Act and the laws of the State of New Mexico.

2.8 Qualification in Other Jurisdictions. The General Partner is authorized to cause the Partnership to qualify to do business in any jurisdiction where the Partnership's activities require such qualification. The General Partner shall file all necessary documents and pay all required fees for such foreign qualification.

ARTICLE III — PARTNERS

3.1 General Partner(s).

3.2 Limited Partner(s).

3.3 Total Percentage Interests. The aggregate of all Partners' Percentage Interests shall at all times equal one hundred percent (100%).

ARTICLE IV — CAPITAL CONTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name in Article III on or before [__/__/____] (the "Initial Contribution Date"). Capital Contributions may be made in the following forms:

☐ Cash

☐ Real property (valued at fair market value as determined by independent appraisal)

☐ Personal property (valued at fair market value as determined by independent appraisal)

☐ Services rendered (valued at the reasonable value of such services)

☐ Promissory note (subject to the requirements of Section 4.5)

☐ Other: [________________________________]

4.2 Additional Capital Contributions. No Partner shall be required to make any additional Capital Contribution beyond the Partner's initial Capital Contribution unless:

(a) All Partners unanimously agree in writing to make additional contributions; or

(b) The Partnership Agreement is amended in accordance with Article XIX to require additional contributions.

4.3 Voluntary Additional Contributions. The General Partner may, from time to time, offer Partners the opportunity to make voluntary additional Capital Contributions on terms and conditions determined by the General Partner. Such additional contributions shall be made pro rata based on Percentage Interests unless otherwise agreed by all Partners.

4.4 Failure to contribute. NMSA 1978 § 54-2A-502 governs contribution obligations, nonmonetary shortfalls, compromise, and relying-creditor rights. Exhibit F states any notice, cure, damages, loan, dilution, purchase, or other remedy; no discretionary penalty arises from this heading alone.

4.5 Promissory Notes. If a Partner's Capital Contribution is in the form of a promissory note, the note shall: (a) be in writing and signed by the Partner; (b) bear interest at a commercially reasonable rate; (c) contain a fixed payment schedule; and (d) be secured by adequate collateral as determined by the General Partner.

4.6 Capital and tax accounts. The Partnership shall maintain a contractual account for each Partner. The tax advisor shall prepare the separate tax-accounting schedule, including allocations, contributed-property treatment, elections, and required special allocations; this Agreement does not promise a tax result.

4.7 No Interest on Capital. No Partner shall be entitled to interest on such Partner's Capital Contribution or Capital Account balance unless otherwise provided in this Agreement.

4.8 No Withdrawal of Capital. No Partner shall have the right to withdraw or demand the return of all or any portion of such Partner's Capital Contribution except as specifically provided in this Agreement or as required by the Act.

4.9 Property title and consents. Before contribution or transfer, each Partner shall disclose record ownership, source, liens, restrictions, valuation, tax basis supplied by an advisor, transfer documents, and every consent identified by counsel. Exhibit C records diligence only and does not classify property or bind a nonparty.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

5.1 Contract allocations. Net Profits and Net Losses shall be allocated as follows: ☐ Percentage Interests ☐ Exhibit E formula: [________________________________].

5.2 Tax schedule required. Before the first contribution or filing, the Partnership's tax advisor shall attach Exhibit E covering tax classification, fiscal year, accounting method, capital accounts, contributed property, special allocations, liabilities, elections, audit representative authority, withholding, indirect taxes, owner statements, deadlines, and tax distributions.

5.3 No tax conclusion. A contractual allocation does not promise a tax result. If applicable law requires different reporting, the tax advisor shall prepare a written amendment for approval before filing. Blank or inapplicable tax boilerplate has no effect.

ARTICLE VI — DISTRIBUTIONS

6.1 Distributions of Distributable Cash. The General Partner shall determine the amount and timing of Distributions to the Partners, subject to the following:

(a) Distributions shall be made at least [☐ quarterly / ☐ semi-annually / ☐ annually / ☐ as determined by the General Partner] to the extent Distributable Cash is available;

(b) Distributions shall be made to Partners in proportion to their respective Percentage Interests unless otherwise provided in this Agreement;

(c) No Distribution shall be made if prohibited by NMSA 1978 § 54-2A-508, the Certificate, this Agreement, or a binding financing restriction.

6.2 Tax Distributions. Select one: ☐ none required ☐ made under the formula in Exhibit E. The formula must state assumed rates, timing, true-up, priority, available-cash limit, and treatment as an advance against later Distributions.

6.3 Distributions in kind. NMSA 1978 § 54-2A-506 controls demands for and allocation of in-kind Distributions. The General Partner shall document valuation, liabilities, title, tax treatment, and each Partner's statutory share before making one.

6.4 Withholding. The Partnership is authorized to withhold from Distributions to any Partner any amounts required by federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to the Partner.

6.5 Limitations on Distributions. No Distribution shall be made to a Partner to the extent that, at the time of Distribution:

(a) The Partnership is insolvent or would be rendered insolvent by such Distribution;

(b) The Distribution would violate NMSA 1978 § 54-2A-508 or another applicable provision; or

(c) The Distribution would violate any loan covenant or agreement to which the Partnership is a party.

ARTICLE VII — MANAGEMENT AND VOTING RIGHTS

7.1 Management by General Partner. The business and affairs of the Partnership shall be managed exclusively by the General Partner(s), who shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership's business, as provided in NMSA 1978, Section 54-2A-406.

7.2 Powers of the General Partner. Without limiting the generality of Section 7.1, the General Partner shall have the power and authority to:

(a) Enter into, execute, and deliver contracts, agreements, leases, and other instruments on behalf of the Partnership;

(b) Open and maintain bank accounts and other financial accounts in the name of the Partnership;

(c) Borrow money and issue evidences of indebtedness on behalf of the Partnership, and secure such indebtedness with Partnership assets;

(d) Hire, supervise, and terminate employees, independent contractors, agents, attorneys, accountants, and other professionals;

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

(f) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits and other legal proceedings;

(g) Make tax elections and file tax returns on behalf of the Partnership;

(h) Determine the amount and timing of Distributions to Partners;

(i) Admit new Partners in accordance with Article XII;

(j) Execute and file amendments to the Certificate as required by the Act; and

(k) Take all other actions that the General Partner deems necessary or advisable in connection with the Partnership's business.

7.3 Actions Requiring Approval of Limited Partners. Notwithstanding the General Partner's broad management authority, the following actions shall require the prior written consent of a Majority in Interest of the Limited Partners:

(a) Any amendment to this Agreement that would adversely affect the rights of the Limited Partners;

(b) The sale, exchange, or other disposition of all or substantially all of the assets of the Partnership other than in the ordinary course of business;

(c) A merger or conversion of the Partnership;

(d) The admission of a new General Partner;

(e) Any transaction between the Partnership and the General Partner or an Affiliate of the General Partner involving consideration in excess of $[________________________________];

(f) The filing of a voluntary petition for bankruptcy or insolvency on behalf of the Partnership;

(g) Any material change in the nature of the Partnership's business; and

(h) The dissolution of the Partnership other than as provided in Article XIV.

7.4 Voting Rights of Limited Partners. Limited Partners shall have the right to vote only on those matters expressly set forth in Section 7.3 and as otherwise required by the Act. Each Limited Partner shall have one vote per unit of Percentage Interest held.

7.5 Meetings of Partners. Meetings of the Partners may be called by the General Partner or by Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners. Meetings shall be held at the Principal Office of the Partnership or at such other location as designated in the notice of meeting. Written notice of any meeting shall be delivered to all Partners at least fifteen (15) days prior to the meeting.

7.6 Action Without Meeting. 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 requisite Percentage Interest required for such action.

7.7 Duties and standards. NMSA 1978 § 54-2A-408 supplies the General Partner's statutory loyalty, care, and good-faith standards. Counsel shall review every proposed authorization, conflict rule, exculpation, and ratification against § 54-2A-110 before signature.

ARTICLE VIII — RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER

8.1 Duties of the General Partner. The General Partner shall:

(a) Devote such time and attention to the Partnership's business as is reasonably necessary for the proper conduct thereof;

(b) Maintain complete and accurate books and records of the Partnership;

(c) Prepare or cause to be prepared all required tax returns and filings;

(d) Provide financial reports to the Limited Partners in accordance with Article XVI;

(e) Maintain the Partnership's designated office and agent for service of process in New Mexico as required by NMSA 1978, Section 54-2A-114;

(f) File amendments, statements, licenses, reports, and other records identified in the current compliance schedule; and

(g) Maintain adequate insurance coverage for the Partnership's operations.

8.2 Liability of General Partner. Under NMSA 1978, Section 54-2A-404(C), an obligation incurred while the Partnership is a limited liability limited partnership is solely the obligation of the Partnership, and a General Partner is not personally liable for that obligation solely by reason of being or acting as a General Partner. This provision does not eliminate liability arising from a General Partner's own conduct or any liability otherwise imposed by law.

8.3 Compensation of General Partner. The General Partner shall be entitled to receive compensation for services rendered to the Partnership as follows:

(a) Management Fee: [____]% of [________________________________] per [☐ month / ☐ quarter / ☐ year];

(b) Transaction Fee: [____]% of [________________________________] upon completion of [________________________________]; and/or

(c) Other Compensation: [________________________________].

8.4 Reimbursement of Expenses. The General Partner shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in connection with the Partnership's business, including but not limited to travel, legal fees, accounting fees, filing fees, and other expenses directly related to the Partnership's operations.

8.5 Other business activities and conflicts. The General Partner's outside activities, conflicts, opportunities, disclosures, approvals, and any permitted categories are stated in Exhibit F and remain subject to §§ 54-2A-110 and -408. This heading alone creates no competition or opportunity waiver.

8.6 Resignation of General Partner. The General Partner may resign by providing at least [____] days' prior written notice to all Limited Partners. A resignation shall be effective upon the earlier of: (a) the date specified in the notice; or (b) the admission of a successor General Partner.

8.7 Removal of General Partner. The General Partner may be removed under the procedure in Exhibit F. Removal, dissociation, Certificate amendment, interim authority, valuation, payment, security, offsets, and continuing duties must be addressed separately; removal does not itself create a statutory buyout.

ARTICLE IX — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.1 Limited-partner liability. Under NMSA 1978 § 54-2A-303, a Limited Partner is not personally liable for a Partnership obligation solely by reason of being a Limited Partner, even if participating in management and control. This does not excuse the Partner's own obligation, promised contribution, unlawful Distribution, guarantee, tort, or liability imposed on another basis.

9.2 No Authority to Bind the Partnership. No Limited Partner shall have the right or power to act for or on behalf of the Partnership, to bind the Partnership, or to transact any business in the name of the Partnership, as provided in NMSA 1978, Section 54-2A-302.

9.3 Information rights. The Partnership shall honor the distinct demand, purpose, response, former-partner, restriction, and copying-cost rules in NMSA 1978 § 54-2A-304. Exhibit F may add delivery procedures but may not reduce a nonwaivable right.

9.4 Inspection Rights. Each Limited Partner shall have the right to inspect and copy, at such Partner's expense, during ordinary business hours, the Partnership's books and records required to be maintained under NMSA 1978, Section 54-2A-111.

9.5 Contractual management allocation. Limited Partners have only the approval rights stated in this Agreement. Their statutory liability protection does not depend on abstaining from management, but NMSA 1978 § 54-2A-302 provides that a Limited Partner, solely in that capacity, has no right or power to bind the Partnership.

ARTICLE X — TRANSFER OF PARTNERSHIP INTERESTS

10.1 Restrictions on Transfer. No Partner shall Transfer all or any portion of such Partner's Partnership Interest without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion. Any purported Transfer in violation of this Article X shall be null and void.

10.2 Conditions of Transfer. As conditions to any Transfer, the General Partner may require:

(a) The transferor and transferee execute and deliver such documents as the General Partner deems necessary or appropriate;

(b) The transferee agree in writing to be bound by all terms and conditions of this Agreement;

(c) Counsel confirms or conditions the securities, tax, title, creditor, licensing, and consent consequences;

(d) The transferor and transferee pay all expenses incurred by the Partnership in connection with the Transfer; and

(e) The tax advisor confirms the Partnership's classification and reporting consequences.

10.3 Right of First Refusal. Before any Partner may Transfer a Partnership Interest to a non-Partner (other than a Permitted Transfer under Section 10.5), the transferring Partner shall first offer the Interest to the remaining Partners as follows:

(a) The transferring Partner shall deliver written notice (the "Offer Notice") to all other Partners specifying the Interest to be transferred, the proposed purchase price, and all material terms of the proposed Transfer;

(b) Each remaining Partner shall have [____] days from receipt of the Offer Notice to elect to purchase a pro rata share of the offered Interest at the price and on the terms stated in the Offer Notice;

(c) If the remaining Partners do not elect to purchase all of the offered Interest within such period, the transferring Partner may complete the Transfer to the proposed transferee at a price and on terms no more favorable than those stated in the Offer Notice, provided such Transfer is completed within [____] days after expiration of the right of first refusal period.

10.4 Effect of transfer. Under NMSA 1978 § 54-2A-702, transfer of a transferable interest alone does not cause dissociation or dissolution and generally gives the transferee the transferor's Distribution rights, not management or ordinary information rights. Tax reporting does not itself expand the transferred statutory interest.

10.5 Permitted Transfers. Notwithstanding any other provision of this Article X, the following Transfers shall be permitted without the consent of the General Partner:

(a) A Transfer by a Partner to the Partner's spouse, children, grandchildren, parents, or siblings, or to a trust for the benefit of any of the foregoing;

(b) A Transfer by a Partner that is an entity to a wholly-owned subsidiary or to the entity's equity holders upon the dissolution of such entity; and

(c) A Transfer by operation of law upon the death of a Partner, subject to Section 10.6.

10.6 Death of a Partner. NMSA 1978 § 54-2A-704 identifies the deceased Partner's representative rights. Counsel shall coordinate title, estate administration, beneficiary designations, transfer restrictions, admission, valuation, and any Exhibit F purchase option rather than assuming the interest passes directly to a named class.

ARTICLE XI — ADMISSION OF NEW PARTNERS

11.1 Admission of New Limited Partners. A Person may be admitted as a new Limited Partner only with the prior written consent of the General Partner and upon satisfaction of the following conditions:

(a) Execution of this Agreement or a counterpart or joinder agreement;

(b) Payment of such Capital Contribution as determined by the General Partner;

(c) Compliance with applicable securities laws;

(d) Payment of all expenses incurred by the Partnership in connection with the admission; and

(e) Delivery of such other documents and instruments as the General Partner deems necessary.

11.2 Admission of New or Successor General Partners. A Person may be admitted as a new or successor General Partner only with the prior written consent of a Majority in Interest of the Limited Partners and upon:

(a) Execution of this Agreement or a counterpart or joinder agreement;

(b) Filing of an amendment to the Certificate with the New Mexico Secretary of State as required by NMSA 1978, Section 54-2A-202;

(c) Payment of such Capital Contribution as determined by the existing Partners; and

(d) Compliance with all other requirements of this Agreement and the Act.

11.3 Amendment of Records. Upon the admission of any new Partner, the General Partner shall update the Partner Schedule (Exhibit A) and amend the Certificate as required by the Act.

ARTICLE XII — WITHDRAWAL AND DISSOCIATION

12.1 Limited Partner notice. NMSA 1978 § 54-2A-601(A) gives a Limited Partner no right to dissociate before termination, although subsection (B)(1) recognizes dissociation when the Partnership has notice of the person's express will to withdraw. A Limited Partner must give [____] days' written notice; counsel shall determine breach, damages, transfer, and continuing obligations rather than treating notice as a statutory withdrawal right.

12.2 Dissociation of Limited Partner. Before acting, counsel shall map the event to NMSA 1978 § 54-2A-601. Do not import General Partner bankruptcy, disability, or conservatorship events into the Limited Partner list.

12.3 Dissociation of General Partner. Before acting, counsel shall map the event to NMSA 1978 § 54-2A-603 and determine whether the dissociation is wrongful under § 54-2A-604.

12.4 Effect of dissociation. Counsel shall apply the separate Limited Partner and General Partner effect rules, update required information, and determine whether the Certificate must be amended or a statement filed. This clause does not erase duties, authority, liability, or third-party rights.

12.5 Contractual buyout — select one. ☐ No automatic buyout. ☐ The buyout schedule in Exhibit F applies. NMSA 1978 § 54-2A-505 states that dissociation alone does not create a right to a Distribution, so any purchase right must be drafted expressly with trigger, valuation, discounts, offsets, payment, security, tax, release, and dispute terms.

ARTICLE XIII — BOOKS, RECORDS, AND ACCOUNTING

13.1 Required information. The Partnership shall maintain at its designated office the information required by NMSA 1978 § 54-2A-111, including:

(a) A current alphabetical list of each Partner's full name and last known street and mailing address, separately identifying General and Limited Partners;

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

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

(d) This Agreement and amendments made in a record;

(e) A writing or other record setting forth the amount of cash and a description and statement of the agreed value of any other Capital Contribution made by each Partner, and the times at which or events upon the occurrence of which any additional contributions agreed to be made by each Partner are to be made;

(f) A writing or other record setting forth any events upon the occurrence of which the Partnership is to be dissolved and its affairs wound up; and

(g) Financial statements for the three most recent years and the other records listed in § 54-2A-111.

13.2 Accounting method. The Partnership shall use the book and tax methods selected in Exhibit E and identify any difference between them.

13.3 Fiscal year. [________________________________], as confirmed in Exhibit E.

13.4 Financial Statements. The General Partner shall prepare or cause to be prepared the following financial statements and deliver them to each Partner:

(a) Within ninety (90) days after the end of each Fiscal Year, an annual financial statement including a balance sheet, income statement, statement of cash flows, and statement of changes in partners' capital;

(b) Within forty-five (45) days after the end of each calendar quarter, a quarterly financial statement including a balance sheet and income statement; and

(c) Such other financial information as any Partner may reasonably request.

13.5 Bank Accounts. The General Partner shall maintain one or more bank accounts in the name of the Partnership at financial institutions selected by the General Partner. All Partnership funds shall be deposited in such accounts and shall not be commingled with the funds of any Partner or any other Person.

ARTICLE XIV — DISSOLUTION AND WINDING UP

14.1 Dissolution events. NMSA 1978 § 54-2A-801 separately addresses an agreed event, the specified General Partner and Limited Partner consents, dissociation when another General Partner remains, the 90-day no-General-Partner continuation route, and the 90-day no-Limited-Partner route. Counsel shall map the actual event before treating the Partnership as dissolved. Section 54-2A-802 supplies the nonwaivable judicial route.

14.2 Judicial dissolution. On a Partner's application, NMSA 1978 § 54-2A-802 permits the district court to order dissolution if it is not reasonably practicable to carry on Partnership activities in conformity with this Agreement.

14.3 Winding up. Upon dissolution, the General Partner shall wind up. If none remains, the appointment, Certificate amendment, and possible judicial-supervision routes in NMSA 1978 § 54-2A-803 control. The authorized person shall:

(a) Collecting all assets of the Partnership;

(b) Paying or providing for the payment of all debts, obligations, and liabilities of the Partnership, including all expenses of winding up;

(c) Making adequate provision for any contingent or disputed claims;

(d) Distributing the remaining assets to the Partners in accordance with Section 14.4; and

(e) Filing a Statement of Termination with the New Mexico Secretary of State in accordance with NMSA 1978, Section 54-2A-203.

14.4 Disposition of assets. Under NMSA 1978 § 54-2A-809, winding-up assets first satisfy Partnership obligations to creditors, including Partner-creditors to the extent permitted by law, and any surplus is paid in cash as a Distribution. The Distribution allocation then follows the Act and this Agreement.

14.5 Deficit Capital Accounts. If any Partner has a deficit balance in such Partner's Capital Account after all allocations have been made pursuant to this Agreement, such Partner shall have no obligation to restore the deficit except as otherwise required by the Act or this Agreement.

14.6 Statement of Termination. After winding up is complete, a dissolved Partnership may deliver the statement described in NMSA 1978 § 54-2A-203. The statute requires the Partnership name and initial-certificate filing date and permits other information determined by the authorized filer; it does not require the prior form's reason and future-effective-date fields.

ARTICLE XV — TAX MATTERS

15.1 Advisor-controlled schedule. The Partnership's tax classification, returns, elections, audit representative, withholding, indirect taxes, owner reporting, deadlines, and tax Distributions are governed by Exhibit E prepared from the actual Partners, property, activities, and nexus.

15.2 Representative authority. Exhibit E must state notice, consultation, election, settlement, push-out or payment decisions, owner participation, information delivery, indemnity, and replacement. Naming a representative does not grant unstated authority.

15.3 No hard-coded filing result. This Agreement does not prescribe a form, rate, deadline, SALT result, nonresident rule, or gross-receipts classification. The tax advisor shall update Exhibit E before each filing season and material transaction.

ARTICLE XVI — INDEMNIFICATION AND LIABILITY

16.1 Indemnification schedule. Exhibit F must identify covered persons, proceedings, third-party and direct claims, standards, exclusions, procedure, control of defense, consent to settlement, advancement, repayment, insurance, priority, survival, and available-asset limits. It must be reviewed against NMSA 1978 §§ 54-2A-110, -303, -404, and -408 and may not shift Partnership obligations to Limited Partners contrary to law.

16.2 Advancement. ☐ None. ☐ Available under Exhibit F after the required written undertaking and approval. This heading alone creates no mandatory advancement.

16.3 Limited Partners. Section 9.1 states the status-based protection. This Agreement does not cap a Limited Partner's separate contribution promise, unlawful-Distribution liability, guarantee, tort, contract, fiduciary or good-faith obligation, or liability imposed on another basis.

16.4 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against or incurred by such Indemnified Person in connection with the Partnership's business.

ARTICLE XVII — DISPUTE RESOLUTION

17.1 Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Partnership (a "Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate such negotiation by delivering written notice of the Dispute to the other party. The parties shall use their best efforts to resolve the Dispute within thirty (30) days after delivery of such notice.

17.2 Mediation. If the Dispute is not resolved through negotiation within the thirty (30)-day period, either party may submit the Dispute to mediation administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]] in accordance with its mediation rules. The mediation shall take place in [________________________________], New Mexico. The costs of mediation shall be shared equally by the parties.

17.3 Arbitration — select one. ☐ No arbitration. ☐ The counsel-reviewed arbitration addendum in Exhibit F is attached and states scope, administrator, rules, seat, arbitrator qualifications, provisional relief, discovery, confidentiality, fees, award form, court judgment, and any class or jury terms. This checkbox alone does not create an arbitration agreement.

17.4 Provisional relief. A party may request relief that the selected tribunal may lawfully grant. This Agreement does not presume entitlement, waive bond or procedure, or expand jurisdiction.

17.5 Court route. Subject to jurisdiction and mandatory venue, non-arbitrated proceedings shall be brought in a court serving [________________________________] County, New Mexico, or a federal court with jurisdiction over that county.

ARTICLE XVIII — AMENDMENTS

18.1 Amendments Generally. This Agreement may be amended only by a written instrument signed by the General Partner and by Limited Partners holding a Majority in Interest of the Limited Partners, except as provided in Sections 18.2 and 18.3.

18.2 Amendments Requiring Unanimous Consent. The following amendments shall require the written consent of all Partners:

(a) Any amendment that would modify the limited liability of any Limited Partner;

(b) Any amendment that would alter a Partner's right to receive Distributions or allocations of income, gain, loss, deduction, or credit;

(c) Any amendment that would change the Percentage Interest of any Partner without such Partner's consent;

(d) Any amendment that would modify the requirements for amendment set forth in this Article XVIII; and

(e) Any amendment that would obligate a Partner to make additional Capital Contributions without such Partner's consent.

18.3 Amendments by General Partner. The General Partner may, without the consent of the Limited Partners, amend this Agreement and the Certificate to:

(a) Reflect the admission, withdrawal, or dissociation of Partners;

(b) Reflect changes in the name, address, or Percentage Interest of any Partner;

(c) Satisfy any applicable legal or regulatory requirements; and

(d) Cure any ambiguity, defect, or inconsistency, provided that such amendment does not adversely affect the rights of the Limited Partners.

ARTICLE XIX — GENERAL PROVISIONS

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, including the Act, without regard to its conflict of laws principles.

19.2 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

19.3 Severability. If a provision is unenforceable, the tribunal shall apply the severability or lawful reformation rule selected in Exhibit F; this clause does not authorize a result forbidden by law.

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

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

(a) When delivered personally to the recipient;

(b) One (1) business day after being sent by nationally recognized overnight courier service (e.g., FedEx, UPS);

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

(d) When sent by electronic mail (with confirmation of receipt) to the address specified by the recipient.

All notices shall be addressed to the Partners at their respective addresses set forth in the Partner Schedule (Exhibit A) or at such other address as a Partner may designate by notice to the other Partners.

19.6 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. No failure or delay by any party in exercising any right or remedy shall constitute a waiver thereof.

19.7 Counterparts and electronic exchange. The Partners may sign counterparts and exchange authenticated signature pages electronically after counsel confirms any transaction-specific consent, attribution, delivery, record, notarial, filing, and retention requirement.

19.8 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

19.9 Construction. As used in this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) "including" means "including without limitation"; (c) references to "days" mean calendar days unless otherwise specified; and (d) references to Articles, Sections, and Exhibits are to Articles, Sections, and Exhibits of this Agreement.

19.10 No intended third-party beneficiaries. Except for a right that the Act or other law prevents this Agreement from restricting, the Partners do not intend to create a contractual beneficiary outside the permitted successors and assigns.

19.11 Creditors. This Agreement does not create an additional creditor remedy, but it does not restrict a nonpartner's rights under NMSA 1978 § 54-2A-110(B)(13), including any relying-creditor right under § 54-2A-502(C).

19.12 Filing authority. Records shall be signed by the persons and in the capacities required by NMSA 1978 § 54-2A-204. Any attorney-in-fact appointment must be a separate, counsel-reviewed instrument stating scope, standards, conflicts, copies, term, revocation, incapacity, death, and filing evidence. No irrevocable power arises from this heading.

19.13 Confidentiality. Each Partner shall protect defined confidential information, subject to the information rights in §§ 54-2A-304 and -407 and disclosures required for law, process, insurers, lenders, tax advisors, auditors, professional advice, or enforcement. Exhibit F states use restrictions, safeguards, duration, and remedies.

19.14 Force majeure. Exhibit F identifies covered events, excluded payment and compliance duties, notice, mitigation, allocation, suspension, termination, and resumption. No excuse arises from this heading alone.

ARTICLE XX — SIGNATURE BLOCKS

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

GENERAL PARTNER(S):

General Partner 1:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

General Partner 2 (if applicable):

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

LIMITED PARTNER(S):

Limited Partner 1:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 2:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 3:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 4:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 5:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

NOTARY BLOCK — COMPLETE ONLY IF COUNSEL REQUIRES

Attach the current certificate selected by the notary or counsel for the signer, capacity, document, and execution method. Do not use this placeholder as a statutory certificate.

EXHIBIT A — PARTNER SCHEDULE

Total Percentage Interests: 100%

EXHIBIT B — CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The Certificate of Limited Partnership shall be filed with:

New Mexico Secretary of State
Website: https://www.sos.nm.gov/business-services/

Use the current official form, instructions, filing channel, fee schedule, and acceptance evidence. This Agreement does not hard-code a mailing address or fee.

The Certificate shall contain the information required by NMSA 1978, Section 54-2A-201:

1. The name of the limited partnership (must contain "Limited Liability Limited Partnership," "LLLP," or "L.L.L.P." and must not contain "LP" or "L.P.")
2. The street and mailing address of the initial designated office
3. The name and street and mailing address of the initial agent for service of process
4. The name and street and mailing address of each general partner
5. A statement that the limited partnership is a limited liability limited partnership (LLLP)

EXHIBIT C — PROPERTY TITLE AND CONSENT REVIEW

This exhibit records diligence only. It does not classify property, transfer title, bind a nonparty, waive a nonparty's rights, or substitute for a separately drafted consent or transfer instrument.

Partner Signature: ____________________________________________ Date: [__/__/____]

EXHIBIT D — CAPITAL CONTRIBUTION SCHEDULE

EXHIBIT E — TAX AND ACCOUNTING SCHEDULE

Attach the tax advisor's current written schedule covering classification, fiscal year, accounting method, capital accounts, allocations, contributed property, liabilities, elections, representative authority, withholding, indirect taxes, filings, deadlines, reserves, and tax Distributions.

Tax advisor: [________________________________] Date: [__/__/____]

EXHIBIT F — GOVERNANCE, LIABILITY, BUYOUT, AND DISPUTE SCHEDULE

Attach counsel-approved selections for reserved decisions, conflicts and opportunities, General Partner removal, dissociation, valuation, buyout, indemnity, advancement, exclusions, insurance coordination, default remedies, provisional relief, fees, severability, mediation, arbitration, court route, jury terms, confidentiality, and enforcement. Identify every provision intended to vary an Act default and confirm it remains within NMSA 1978 § 54-2A-110(B).

Sources and References

• New Mexico Compilation Commission, current official NMSA 1978 Chapter 54 PDF: https://nmonesource.com/nmos/nmsa/en/4404/1/document.do
• New Mexico S.B. 11 (2009), enacted amendment to § 54-2A-108: https://www.nmlegis.gov/sessions/09%20Regular/final/SB0011.pdf
• New Mexico Secretary of State, Business Services: https://www.sos.nm.gov/business-services/