Limited Partnership Agreement (Nevada)

LIMITED PARTNERSHIP AGREEMENT

STATE OF NEVADA

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 partnership (the "Partnership") under the laws of the State of Nevada, pursuant to the Uniform Limited Partnership Act, Nevada Revised Statutes Chapter 88 (NRS 88.315 et seq.) (the "Act");

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the Nevada Secretary of State in accordance with NRS 88.350;

WHEREAS, the parties acknowledge that Nevada imposes no state personal income tax, no corporate income tax, and no franchise tax on limited partnerships, providing a favorable tax environment for the Partnership;

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

WHEREAS, the General Partner(s) shall have full management authority over the Partnership's business and affairs, and the Limited Partner(s) shall not participate in the control of the Partnership's business;

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 Nevada Uniform Limited Partnership Act, NRS Chapter 88, Sections 88.315 through 88.645, 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.

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

1.4 "Annual List" means the annual list of general partners required to be filed with the Nevada Secretary of State pursuant to NRS 88.395.

1.5 "Assignee" means a Person to whom a Partnership Interest has been assigned or transferred but who has not been admitted as a substitute Partner.

1.6 "Bankruptcy" means, with respect to any Person, the filing of a voluntary or involuntary petition for relief under the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.) or any comparable state insolvency law, or the appointment of a receiver, trustee, or custodian for substantially all of such Person's assets.

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

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

1.9 "Certificate" means the Certificate of Limited Partnership filed with the Nevada Secretary of State in accordance with NRS 88.350, as it may be amended or restated from time to time.

1.10 "Charging Order" means a court order that charges the Partnership Interest of a judgment debtor Partner with payment of the unsatisfied amount of the judgment, which under Nevada law is the exclusive remedy by which a judgment creditor of a Partner may satisfy a judgment against the Partner's Partnership Interest.

1.11 "Code" means the Internal Revenue Code of 1986, as amended.

1.12 "Commerce Tax" means the Nevada Commerce Tax imposed under NRS Chapter 363C on business entities with Nevada gross revenue exceeding Four Million Dollars ($4,000,000) in a taxable year.

1.13 "Distributable Cash" means cash received by the Partnership from all sources (excluding Capital Contributions and borrowings) less (a) all cash disbursements for operating expenses, debt service, capital expenditures, and other Partnership obligations; and (b) such reserves as the General Partner deems reasonably necessary.

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

1.15 "Dissolution Date" means the date upon which the Partnership shall dissolve, as specified in Section 2.6 of this Agreement and as stated in the Certificate in accordance with NRS 88.350.

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

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

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

1.19 "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including the right to receive Distributions, allocations of profit and loss, and the right to participate in management (in the case of a General Partner).

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

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

1.22 "Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, the taxable income or loss of the Partnership determined for federal income tax purposes, with appropriate adjustments as set forth in Article VII.

1.23 "Nevada Secretary of State" means the Office of the Secretary of State of the State of Nevada, located in Carson City, Nevada.

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

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

1.26 "Percentage Interest" means, with respect to each Partner, such Partner's percentage ownership interest in the Partnership as set forth in Exhibit A, as may be adjusted from time to time.

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

1.28 "Principal Office" means the principal office of the Partnership as designated by the General Partner.

1.29 "Registered Agent" means the Partnership's registered agent in Nevada as required by NRS 88.330.

1.30 "State Business License" means the annual state business license required for business entities operating in Nevada pursuant to NRS Chapter 76.

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

1.32 "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code.

ARTICLE II — FORMATION AND NAME

2.1 Formation. The Partnership is hereby formed as a limited partnership pursuant to the Act. The General Partner shall execute and cause to be filed with the Nevada Secretary of State a Certificate of Limited Partnership in accordance with NRS 88.350. The Certificate shall set forth, at minimum:

(a) The name of the limited partnership;

(b) The address of the office designated in NRS 88.335 and the name and address of the registered agent required by NRS 88.330;

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

(d) The latest date upon which the limited partnership is to dissolve (the "Dissolution Date"); and

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

2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name of the Partnership shall comply with the requirements of NRS 88.320 and shall contain the words "Limited Partnership" or the abbreviation "L.P." or "LP" without punctuation. The name shall be distinguishable upon the records of the Nevada Secretary of State from the names of all other entities organized, registered, or reserved under Nevada law.

2.3 Registered Agent and Office in State. The Partnership's registered agent and office in Nevada shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], Nevada [____]

The registered agent must be a resident of Nevada or a corporation, limited liability company, or other entity authorized to do business in Nevada. The General Partner may change the registered agent or registered office by filing the appropriate form with the Nevada Secretary of State.

2.4 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.

2.5 Records Office. In accordance with NRS 88.335, the Partnership shall continuously maintain in Nevada an office at which shall be kept the records required by the Act. The records office shall be:

☐ The registered office address set forth in Section 2.3

☐ The following address: [________________________________]

2.6 Term and Dissolution Date. The Partnership shall commence on the date the Certificate is filed with the Nevada Secretary of State and shall continue until the Dissolution Date of:

[__/__/____]

unless sooner dissolved in accordance with Article XIV of this Agreement or as otherwise provided by law.

IMPORTANT NOTE: Pursuant to NRS 88.350, NRS Chapter 88 limited partnerships are required to specify a latest date of dissolution in the Certificate of Limited Partnership. The Partnership shall dissolve on the Dissolution Date unless the Partners amend the Certificate and this Agreement to extend the term.

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 Nevada.

2.8 State Business License. The General Partner shall obtain and maintain a State Business License for the Partnership as required by NRS Chapter 76. The current annual fee for the State Business License is $200.

2.9 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.

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%).

3.4 Privacy. The parties acknowledge that under Nevada law, the names and addresses of Limited Partners are not required to be filed with the Nevada Secretary of State or otherwise made public. The General Partner shall maintain the confidentiality of Limited Partner information to the greatest extent permitted by law.

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 [__/__/____]. Capital Contributions may be made in the following forms:

☐ Cash

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

☐ Personal property (valued at fair market value 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 all Partners unanimously agree in writing to make 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 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. If a Partner fails to make a required Capital Contribution within [____] days after the date such contribution is due, the General Partner may, in its sole discretion:

(a) Treat the deficiency as a loan from the Partnership to the defaulting Partner, bearing interest at the rate of [____]% per annum;

(b) Reduce the defaulting Partner's Percentage Interest proportionally;

(c) Permit other Partners to contribute the deficiency and adjust Percentage Interests accordingly; or

(d) Pursue any other remedies available at law or in equity.

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. Pursuant to NRS 88.440, a Limited Partner's obligation to contribute shall not be excused by the Partner's death, disability, or other inability to perform personally.

4.6 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Credited with: (i) the amount of cash contributed; (ii) the fair market value of property contributed (net of liabilities assumed or to which the property is subject); and (iii) allocations of Net Profits and other items of income or gain;

(b) Debited with: (i) the amount of cash distributed; (ii) the fair market value of property distributed (net of liabilities assumed or to which the property is subject); and (iii) allocations of Net Losses and other items of deduction or loss.

4.7 No Interest on Capital. No Partner shall be entitled to interest on such Partner's Capital Contribution or Capital Account balance.

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 Liability of Limited Partner to Partnership. Pursuant to NRS 88.440, a Limited Partner is liable to the Partnership for the difference between the Limited Partner's actual Capital Contribution and the Capital Contribution the Limited Partner agreed to make. A Limited Partner also is liable to the Partnership for any Distribution received by the Limited Partner to the extent the Distribution constituted a return of capital in violation of this Agreement or the Act.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

5.1 Sharing of Profits and Losses. Pursuant to NRS 88.475, the profits and losses of the Partnership shall be allocated among the Partners as provided in this Agreement. Net Profits and Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests, except as otherwise provided in this Article V.

5.2 Limitation on Loss Allocations. No allocation of Net Losses shall be made to a Limited Partner to the extent such allocation would cause or increase a deficit balance in such Limited Partner's Capital Account (after adjustments required under Treasury Regulations Section 1.704-1(b)(2)(ii)(d)).

5.3 Special Allocations.

(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 as required by 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 with a share of such minimum gain shall be allocated items of income and gain as required by Treasury Regulations Section 1.704-2(i)(4).

(c) Qualified Income Offset. If a Limited 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 Capital Account deficit, items of income and gain shall be specially allocated to such Partner to eliminate the deficit as quickly as possible.

(d) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of Partnership assets under Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, such adjustment shall be treated as an item of gain or loss and allocated consistent with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

5.4 Tax Allocations. For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as the corresponding item is allocated for Capital Account purposes, except as otherwise required by Code Section 704(c).

5.5 Allocation of Excess Nonrecourse Liabilities. Excess nonrecourse liabilities of the Partnership shall be allocated among the Partners in proportion to their respective Percentage Interests for purposes of Treasury Regulations Section 1.752-3(a)(3).

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;

(c) No Distribution shall be made if, after giving effect to the Distribution, the Partnership would be unable to pay its debts as they become due, as provided in NRS 88.520.

6.2 Tax Distributions. Because Nevada does not impose a state income tax on individuals or entities, tax Distributions are intended solely to address federal income tax obligations. The General Partner shall use reasonable efforts to distribute to each Partner, on or before the due date for estimated tax payments, an amount sufficient to enable each Partner to pay the federal income taxes attributable to such Partner's allocable share of Partnership income.

6.3 Distributions in Kind. No Partner may demand or receive a Distribution in kind. Pursuant to NRS 88.510, unless the partnership agreement provides otherwise, a partner has no right to demand and receive any distribution from a limited partnership in any form other than cash. The General Partner may, in its sole discretion, make Distributions of Partnership property in kind, provided such Distributions are made pro rata. Property distributed in kind shall be valued at fair market value as of the date of distribution.

6.4 Withholding. The Partnership is authorized to withhold from Distributions any amounts required by federal or applicable state tax law.

6.5 Limitations on Distribution. Pursuant to NRS 88.520:

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

(b) A Limited Partner who receives a Distribution in violation of the Act shall be liable to the Partnership for the amount of the Distribution.

6.6 Distribution Upon Withdrawal. Pursuant to NRS 88.505, upon withdrawal, a withdrawing Partner is entitled to receive any Distribution to which such Partner is entitled under the partnership agreement, and if not otherwise provided in the partnership agreement, such Partner is entitled to receive the fair value of the Partner's interest in the Partnership as of the date of withdrawal.

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, as provided in NRS 88.465.

7.2 Powers of the General Partner. Pursuant to NRS 88.465, the General Partner shall have the rights and powers of a partner in a general partnership, including the power and authority to:

(a) Enter into, execute, and deliver contracts, agreements, leases, and instruments;

(b) Open and maintain bank accounts and financial accounts;

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

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

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

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

(g) Make tax elections and file tax returns;

(h) Determine the amount and timing of Distributions;

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

(j) Execute and file amendments to the Certificate;

(k) File the Annual List of general partners with the Nevada Secretary of State as required by NRS 88.395; and

(l) Take all other actions necessary or advisable in connection with the Partnership's business.

7.3 Actions Requiring Approval of Limited Partners. Notwithstanding the General Partner's 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 adversely affects the rights of the Limited Partners;

(b) The sale, exchange, or other disposition of all or substantially all of the Partnership's assets;

(c) A merger, conversion, or domestication of the Partnership;

(d) The admission of a new General Partner;

(e) Any transaction between the Partnership and the General Partner or an Affiliate exceeding $[________________________________] in value;

(f) The filing of a voluntary petition for bankruptcy;

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

(h) Extension of the Partnership term beyond the Dissolution Date; and

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

7.4 Voting Rights of Limited Partners. Pursuant to NRS 88.430, the partnership agreement may grant to all or a specified group of limited partners the right to vote on any matter. 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 Limited Partner Classes. Pursuant to NRS 88.430, if this Agreement provides for classes of limited partners, the following classes are established:

☐ Not applicable — all Limited Partners are of a single class

☐ The following classes of Limited Partners are established:

7.6 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. Written notice shall be delivered at least fifteen (15) days prior to any meeting.

7.7 Action Without Meeting. Any action that may be taken at a meeting may be taken without a meeting if a written consent is signed by Partners holding the requisite Percentage Interest.

7.8 Limitation on Liability of Limited Partners for Participation in Management. Pursuant to NRS 88.460, a Limited Partner does not participate in the control of the business within the meaning of the Act solely by doing one or more of the following:

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

(b) Consulting with or advising the General Partner on the business of the Partnership;

(c) Acting as surety for the Partnership;

(d) Approving or disapproving an amendment to this Agreement; or

(e) Voting on the matters set forth in Section 7.3.

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;

(b) Maintain complete and accurate books and records;

(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 registered agent and office in Nevada as required by NRS 88.330;

(f) File the Annual List and pay the associated fees as required by NRS 88.395;

(g) Obtain and maintain the Partnership's State Business License as required by NRS Chapter 76;

(h) Maintain adequate insurance coverage; and

(i) Comply with all applicable Nevada laws and regulations.

8.2 Liability of General Partner. Pursuant to NRS 88.470, a General Partner of a limited partnership has the liabilities of a general partner in a partnership without limited partners. The General Partner shall be jointly and severally liable for all debts, obligations, and liabilities of the Partnership, except to the extent otherwise provided 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 [________________________________]; 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.

8.5 Other Business Activities. Unless otherwise restricted by separate agreement, the General Partner and its Affiliates may engage in other business activities, including activities that may compete with the Partnership.

8.6 Resignation of General Partner. A General Partner may resign by providing at least [____] days' prior written notice to all Partners. Unless an amendment to the Certificate is filed reflecting a successor General Partner, the resignation shall trigger a dissolution event under NRS 88.550.

8.7 Removal of General Partner. The General Partner may be removed by the unanimous written consent of all Limited Partners. Upon removal, the removed General Partner shall be entitled to receive the fair value of such General Partner's Partnership Interest.

ARTICLE IX — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.1 Limited Liability. Pursuant to NRS 88.460, a Limited Partner is not liable for the obligations of the Partnership unless the Limited Partner is also a general partner or, in addition to exercising rights and powers as a limited partner, participates in the control of the business. If a Limited Partner does participate in the control of the business, the Limited Partner is liable only to persons who transact business with the Partnership reasonably believing, based upon the Limited Partner's conduct, that the Limited Partner is a general partner.

9.2 No Authority to Bind. 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 business in the Partnership's name.

9.3 Right to Information. Each Limited Partner shall have the right to:

(a) Inspect and copy the Partnership records maintained under NRS 88.335, including the Certificate, tax returns, and financial statements;

(b) Obtain from the General Partner true and complete information regarding the Partnership's business and financial condition;

(c) Receive a copy of the Partnership's federal tax returns (Schedule K-1) for each Fiscal Year; and

(d) Obtain such other information as is just and reasonable.

9.4 Derivative Actions. A Limited Partner may bring a derivative action on behalf of the Partnership in accordance with NRS 88.525 and 88.530.

9.5 Charging Orders. Under Nevada law, a charging order constitutes the sole and exclusive remedy by which a judgment creditor of a Partner may satisfy a judgment out of the judgment debtor's Partnership Interest. No creditor of a Partner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the assets of the Partnership.

ARTICLE X — TRANSFER OF PARTNERSHIP INTERESTS

10.1 Nature of Partnership Interest. Pursuant to NRS 88.535, a partnership interest is personal property. A partner may Transfer a Partnership Interest as provided in NRS 88.540 and this Agreement.

10.2 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 discretion. Any purported Transfer in violation of this Article X shall be null and void.

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

(a) Execution and delivery of such documents as the General Partner deems necessary;

(b) Written agreement by the transferee to be bound by this Agreement;

(c) An opinion of counsel that the Transfer will not require registration under the Securities Act of 1933 or Nevada securities laws (NRS Chapter 90);

(d) Payment of all Transfer-related expenses by the transferor and transferee; and

(e) Assurance that the Transfer will not cause the Partnership to be a "publicly traded partnership" under Code Section 7704.

10.4 Right of First Refusal. Before any Partner may Transfer a Partnership Interest to a non-Partner (other than a Permitted Transfer under Section 10.6), the transferring Partner shall first offer the Interest to the remaining Partners:

(a) The transferring Partner shall deliver an Offer Notice to all other Partners specifying the Interest, proposed price, and material terms;

(b) Each remaining Partner shall have [____] days to elect to purchase a pro rata share;

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

10.5 Effect of Assignment. Pursuant to NRS 88.540, an assignment of a Partnership Interest does not dissolve the Partnership or entitle the assignee to become or exercise the rights of a Partner. An assignee is entitled only to receive, to the extent assigned, the Distributions and allocations to which the assigning Partner would have been entitled.

10.6 Permitted Transfers. The following Transfers shall be permitted without consent of the General Partner:

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

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

(c) Transfer by operation of law upon death, subject to Section 10.7.

10.7 Transfer Upon Death. Upon the death of a Limited Partner, the deceased Partner's Interest shall pass to such Partner's estate or designated beneficiaries. The General Partner shall have the option, exercisable within [____] days of receiving notice of death, to purchase the deceased Partner's Interest at fair market value.

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 conditions including execution of this Agreement, payment of a Capital Contribution, and compliance with securities laws.

11.2 Admission of New or Successor General Partners. A Person may be admitted as a new or successor General Partner only with the consent of a Majority in Interest of the Limited Partners and upon filing an amendment to the Certificate with the Nevada Secretary of State under NRS 88.355.

11.3 Amendment of Records. Upon admission of any new Partner, the General Partner shall update Exhibit A and amend the Certificate and Annual List as required.

ARTICLE XII — WITHDRAWAL AND DISSOCIATION

12.1 Withdrawal of Limited Partner. A Limited Partner may withdraw from the Partnership upon [____] days' prior written notice to the General Partner or upon the occurrence of an event specified in this Agreement that permits withdrawal. Pursuant to NRS 88.505, upon withdrawal, the withdrawing Partner is entitled to receive Distributions as provided in this Agreement.

12.2 Events of Withdrawal — Limited Partner. A Limited Partner shall be deemed to have withdrawn upon the occurrence of any of the following:

(a) The Partner's voluntary withdrawal in accordance with this Agreement;

(b) The Partner's Bankruptcy;

(c) The death of the Partner (if an individual);

(d) The dissolution of the Partner (if an entity);

(e) The Partner's expulsion pursuant to this Agreement; or

(f) Any other event specified in this Agreement.

12.3 Events of Withdrawal — General Partner. A Person ceases to be a General Partner upon the occurrence of any of the following:

(a) The General Partner's voluntary withdrawal;

(b) The General Partner's removal pursuant to Section 8.7;

(c) The General Partner's Bankruptcy;

(d) The General Partner's death (if an individual) or dissolution (if an entity); or

(e) The General Partner's expulsion by judicial order.

12.4 Effect of Withdrawal of General Partner. The withdrawal of a General Partner constitutes an event causing dissolution of the Partnership under NRS 88.550, unless within ninety (90) days after such withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and appoint a successor General Partner.

12.5 Buyout of Withdrawn Partner's Interest. Upon withdrawal, the Partnership shall purchase the withdrawn Partner's Interest at fair market value as determined by agreement or, if the parties cannot agree, by an independent appraiser or by a court.

ARTICLE XIII — BOOKS, RECORDS, AND ACCOUNTING

13.1 Books and Records. In accordance with NRS 88.335, the Partnership shall continuously maintain in Nevada an office at which shall be kept the following:

(a) A current list of the full name and last known address of each Partner, set forth in alphabetical order;

(b) A copy of the Certificate and all amendments, together with copies of any powers of attorney;

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

(d) Copies of this Agreement and all amendments;

(e) A writing setting forth the amount of cash and description of other Capital Contributions by each Partner, and the times at which additional contributions are to be made; and

(f) Any financial statements of the Partnership for the three (3) most recent Fiscal Years.

13.2 Accounting Method. The Partnership's books shall be maintained on the [☐ cash / ☐ accrual] basis of accounting in accordance with GAAP.

13.3 Fiscal Year. The Fiscal Year shall be the calendar year ending December 31.

13.4 Financial Statements. The General Partner shall prepare and deliver to each Partner:

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

(b) Quarterly financial statements within forty-five (45) days after each calendar quarter; and

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

13.5 Bank Accounts. The General Partner shall maintain bank accounts in the Partnership's name. Partnership funds shall not be commingled with any Partner's personal funds.

13.6 Annual List Filing. The General Partner shall file the Annual List of general partners with the Nevada Secretary of State as required by NRS 88.395. The current filing fee for the Annual List is $150. Failure to timely file the Annual List shall result in a late penalty of $75.

ARTICLE XIV — DISSOLUTION AND WINDING UP

14.1 Events Causing Dissolution. Pursuant to NRS 88.550, the Partnership shall be dissolved upon the first to occur of:

(a) The happening of an event specified in the Certificate (including the Dissolution Date);

(b) The written consent of all Partners;

(c) The withdrawal of a General Partner unless, within ninety (90) days after the withdrawal, all remaining Partners agree in writing to continue the business and appoint a successor General Partner;

(d) Entry of a decree of judicial dissolution under NRS 88.555; or

(e) Revocation of the Partnership's Certificate by the Nevada Secretary of State for failure to file the Annual List or pay required fees, as provided in NRS 88.548.

14.2 Judicial Dissolution. On application by or for a Partner, the district court in the county where the Partnership's registered office is located may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with this Agreement, as provided in NRS 88.555.

14.3 Winding Up. Pursuant to NRS 88.560, upon dissolution, the General Partner (or, if there is no General Partner, the Limited Partners) shall wind up the Partnership's affairs, including:

(a) Collecting all Partnership assets;

(b) Paying all debts, obligations, and liabilities;

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

(d) Distributing remaining assets to Partners.

14.4 Distribution of Assets. Pursuant to NRS 88.565, upon winding up, the assets of the Partnership shall be distributed in the following order:

(a) First, to creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities other than liabilities for distributions;

(b) Second, to Partners and former Partners in satisfaction of liabilities for Distributions owed under NRS 88.490;

(c) Third, to Partners for the return of their Capital Contributions; and

(d) Fourth, to Partners in proportion to their respective Percentage Interests.

14.5 Cancellation of Certificate. Upon completion of winding up, the General Partner shall file a cancellation of the Certificate with the Nevada Secretary of State in accordance with NRS 88.360.

14.6 Deficit Capital Accounts. No Partner shall have an obligation to restore a deficit Capital Account balance except as otherwise required by the Act or this Agreement.

ARTICLE XV — TAX MATTERS

15.1 Tax Classification. The Partnership intends to be classified as a partnership for federal income tax purposes.

15.2 Partnership Representative. The General Partner (or designee) shall serve as the "Partnership Representative" as defined in Code Section 6223 (as amended by the Bipartisan Budget Act of 2015).

15.3 Tax Returns. The General Partner shall prepare all federal and applicable state income tax returns and furnish each Partner a Schedule K-1 within seventy-five (75) days after each Fiscal Year end.

15.4 Tax Elections. The General Partner shall have authority to make tax elections, including elections under Code Sections 754 and 6226.

15.5 Nevada Tax Considerations. The Partnership acknowledges the following regarding Nevada taxation:

(a) Nevada imposes no state personal income tax;

(b) Nevada imposes no corporate income tax;

(c) Nevada imposes no franchise tax on limited partnerships;

(d) Nevada Commerce Tax (NRS Chapter 363C) applies to business entities with Nevada gross revenue exceeding $4,000,000 per taxable year — the General Partner shall monitor revenue and file Commerce Tax returns as applicable;

(e) Modified Business Tax may apply to the Partnership if it has employees — the General Partner shall comply with NRS Chapter 363B; and

(f) Local business license requirements may apply depending on the Partnership's jurisdiction of operations.

ARTICLE XVI — INDEMNIFICATION AND LIABILITY

16.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, employees, agents, members, partners, and Affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Partnership's business, provided that no Person shall be indemnified for:

(a) Willful misconduct, gross negligence, or fraud;

(b) Breach of fiduciary duty involving intentional misconduct or knowing violation of law; or

(c) Transactions from which the Person derived an improper personal benefit.

16.2 Advancement of Expenses. The Partnership shall advance expenses incurred by an indemnified Person upon receipt of an undertaking to repay if the Person is ultimately determined not entitled to indemnification.

16.3 Limitation of Liability of Limited Partners. No Limited Partner shall be liable for the Partnership's debts beyond such Partner's Capital Contribution and any Distributions required to be returned under the Act.

16.4 Insurance. The General Partner may purchase insurance on behalf of indemnified Persons.

ARTICLE XVII — DISPUTE RESOLUTION

17.1 Negotiation. Disputes shall first be addressed through good-faith negotiation for thirty (30) days.

17.2 Mediation. If not resolved through negotiation, disputes shall be submitted to mediation administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]] in [________________________________], Nevada.

17.3 Arbitration. If not resolved through mediation within sixty (60) days, disputes shall be resolved by binding arbitration administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]] in [________________________________], Nevada.

(a) The arbitration shall be conducted by [☐ one (1) / ☐ three (3)] neutral arbitrator(s);

(b) The arbitrator(s) shall apply Nevada law;

(c) The decision shall be final, binding, and enforceable in any court of competent jurisdiction;

(d) The prevailing party shall be entitled to recover reasonable attorneys' fees; and

(e) The proceedings and award shall be confidential.

17.4 Injunctive Relief. Any party may seek injunctive relief from Nevada courts to prevent irreparable harm pending resolution through arbitration.

17.5 Governing Jurisdiction. The courts of the State of Nevada, including the United States District Court for the District of Nevada, shall have jurisdiction over proceedings arising under this Agreement.

ARTICLE XVIII — AMENDMENTS

18.1 Amendments Generally. This Agreement may be amended by written instrument signed by the General Partner and 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 require the written consent of all Partners:

(a) Modification of the limited liability of any Limited Partner;

(b) Alteration of a Partner's Distribution or allocation rights;

(c) Change to any Partner's Percentage Interest without consent;

(d) Modification of amendment requirements; and

(e) Any obligation to make additional Capital Contributions without consent.

18.3 Amendments by General Partner. The General Partner may, without Limited Partner consent, amend this Agreement and the Certificate to: (a) reflect admission, withdrawal, or dissociation of Partners; (b) reflect changes in Partner information; (c) satisfy legal requirements; and (d) cure ambiguities, provided no adverse effect on Limited Partner rights.

ARTICLE XIX — GENERAL PROVISIONS

19.1 Governing Law. This Agreement shall be governed by the laws of the State of Nevada, including the Act, without regard to conflict of laws principles.

19.2 Entire Agreement. This Agreement, together with the Exhibits, constitutes the entire agreement among the Partners regarding the subject matter hereof.

19.3 Severability. If any provision is held invalid, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

19.4 Binding Effect. This Agreement shall bind and inure to the benefit of the Partners and their respective heirs, executors, administrators, successors, and permitted assigns.

19.5 Notices. All notices shall be in writing and deemed given: (a) when delivered personally; (b) one (1) business day after overnight courier; (c) three (3) business days after certified mail; or (d) when sent by email with confirmation. Notices shall be addressed to Partners at addresses in Exhibit A.

19.6 Waiver. No waiver shall be effective unless in writing. No failure or delay in exercising any right constitutes a waiver.

19.7 Counterparts. This Agreement may be executed in counterparts, each deemed an original. Electronic signatures shall be deemed original signatures.

19.8 Headings. Headings are for convenience only and shall not affect interpretation.

19.9 Construction. As used herein: (a) the singular includes the plural; (b) "including" means "including without limitation"; (c) "days" means calendar days unless otherwise specified.

19.10 No Third-Party Beneficiaries. This Agreement benefits only the Partners and their permitted successors and assigns.

19.11 Creditors. No provision of this Agreement is for the benefit of or enforceable by any creditor of the Partnership or any Partner.

19.12 Power of Attorney. Each Limited Partner irrevocably appoints the General Partner as attorney-in-fact with authority to execute the Certificate, amendments, and instruments required by this Agreement or the Act. This power of attorney is coupled with an interest and survives the death, disability, or incapacity of any Limited Partner.

19.13 Confidentiality. Each Partner shall maintain the confidentiality of the Partnership's proprietary information and the terms of this Agreement, except as required by law or for professional advice.

19.14 Force Majeure. The Partnership and the General Partner shall not be liable for failure or delay in performance due to causes beyond reasonable control.

ARTICLE XX — SIGNATURE BLOCKS

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

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 ACKNOWLEDGMENT

STATE OF NEVADA

COUNTY OF [________________________________]

On this [____] day of [________________________________], [____], before me, the undersigned notary public, personally appeared:

[________________________________]

☐ personally known to me, OR

☐ proved to me on the basis of satisfactory evidence (identification presented: [________________________________])

to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: ____________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

Notary Commission Number: [________________________________]

[NOTARY SEAL]

EXHIBIT A — PARTNER SCHEDULE

Total Percentage Interests: 100%

EXHIBIT B — CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The Certificate of Limited Partnership shall be filed with:

Nevada Secretary of State
202 North Carson Street
Carson City, NV 89701-4201

Phone: (775) 684-5708
Website: https://www.nvsos.gov/

Filing Fees:

• Certificate of Limited Partnership: $75.00
• Initial List of General Partners: $150.00
• Annual List of General Partners: $150.00
• Late Penalty for Annual List: $75.00
• State Business License (annual): $200.00
• Amendment to Certificate: $75.00
• Cancellation of Certificate: $75.00

The Certificate shall contain the information required by NRS 88.350:

1. The name of the limited partnership (must contain "Limited Partnership" or "L.P.")
2. The address of the office and the name and address of the registered agent (NRS 88.330)
3. The name and business address of each general partner
4. The latest date upon which the limited partnership is to dissolve
5. Any other matters the general partners determine to include

EXHIBIT C — CAPITAL CONTRIBUTION SCHEDULE

Sources and References

• Nevada Revised Statutes, Chapter 88 — Uniform Limited Partnership Act: https://www.leg.state.nv.us/nrs/nrs-088.html
• Nevada Secretary of State, Business Entities: https://www.nvsos.gov/
• Nevada Revised Statutes, Chapter 87A — Uniform Limited Partnership Act (2001): https://www.leg.state.nv.us/nrs/nrs-087a.html
• Nevada Revised Statutes, Chapter 76 — State Business License
• Nevada Revised Statutes, Chapter 363C — Commerce Tax
• Nevada Revised Statutes, Chapter 90 — Securities
• Internal Revenue Code, Sections 701-777 (Subchapter K — Partners and Partnerships)
• Treasury Regulations, Section 1.704-1 et seq.