LIMITED PARTNERSHIP AGREEMENT

STATE OF OHIO

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 Ohio, pursuant to Ohio Revised Code Chapter 1782 (the "Act");

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the Ohio Secretary of State in accordance with ORC Section 1782.08;

WHEREAS, the parties acknowledge that the fact that a Certificate of Limited Partnership is on file with the Ohio Secretary of State is notice that the Partnership is a limited partnership and that the persons designated therein as general partners are general partners;

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

WHEREAS, the General Partner(s) shall have full management authority, and the Limited Partner(s) shall not participate in the control of the business, except to the extent permitted under ORC Section 1782.19;

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 Ohio Revised Code Chapter 1782 (Limited Partnerships), 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.

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 to whom a Partnership Interest has been assigned but who has not been admitted as a substitute Partner.

1.5 "Bankruptcy" means 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.

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

1.7 "Capital Contribution" means the total amount of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to render services contributed or agreed to be contributed by a Partner to the Partnership, as set forth in ORC Section 1782.27.

1.8 "CAT" means the Ohio Commercial Activity Tax imposed under ORC Chapter 5751 on the privilege of doing business in Ohio.

1.9 "Certificate" means the Certificate of Limited Partnership filed with the Ohio Secretary of State in accordance with ORC Section 1782.08, as it may be amended or restated from time to time.

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

1.11 "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) reasonable reserves established by the General Partner.

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

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

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

1.15 "General Partner" means any Person named as a General Partner in this Agreement or admitted as a General Partner pursuant to the terms hereof.

1.16 "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including the Partner's share of profits and losses, the right to receive Distributions, and any other rights under this Agreement and the Act.

1.17 "Limited Partner" means any Person named as a Limited Partner in this Agreement or admitted as a Limited Partner pursuant to the terms hereof.

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

1.19 "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 adjustments set forth in Article VII.

1.20 "Ohio Secretary of State" means the Office of the Secretary of State of the State of Ohio, located in Columbus, Ohio.

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

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

1.23 "Percentage Interest" means each Partner's percentage ownership interest as set forth in Exhibit A, as may be adjusted from time to time.

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

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

1.26 "Statutory Agent" means the Partnership's statutory agent in Ohio as required by ORC Section 1782.04.

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

1.28 "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 Ohio Secretary of State a Certificate of Limited Partnership in accordance with ORC Section 1782.08. The Certificate shall set forth:

(a) The name of the limited partnership;

(b) The address of the office at which the records required by ORC Section 1782.05 shall be kept;

(c) The name and address of the statutory agent;

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

(e) The latest date upon which the limited partnership is to dissolve (if applicable); and

(f) Any other matters the general partners determine 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 ORC Section 1782.02 and shall contain the words "Limited Partnership" or the abbreviation "L.P." without punctuation. The name shall not contain the name of a limited partner unless: (a) it is also the name of a general partner; or (b) the business of the limited partnership had been carried on under that name before the admission of that limited partner.

2.3 Statutory Agent. In accordance with ORC Section 1782.04, the Partnership shall continuously maintain a statutory agent in Ohio. The statutory agent shall be:

Statutory Agent: [________________________________]

Address: [________________________________]

City: [________________________________], Ohio [____]

The statutory agent must be a natural person who is a resident of Ohio or a domestic or foreign corporation, limited liability company, or other entity authorized to transact business in Ohio that has an office address in Ohio. The General Partner may change the statutory agent by filing a notice with the Ohio 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. The Partnership shall maintain at its principal office or at an alternative location in Ohio designated by the General Partner the records required by ORC Section 1782.05.

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

☐ In perpetuity, until dissolved in accordance with Article XIV

☐ Until [__/__/____], unless sooner dissolved in accordance with Article XIV

2.7 Purpose. The Partnership is organized for the purpose of:

[________________________________]

[________________________________]

[________________________________]

and to engage in any lawful business or activity that a limited partnership may conduct under ORC Section 1782.06 and the laws of the State of Ohio.

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, filing all necessary applications and paying all required fees.

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 Dual Status. Pursuant to ORC Section 1782.25, a Person may be both a general partner and a limited partner at the same time. A Person who is both a general partner and a limited partner has the rights and powers and is subject to the restrictions and liabilities of a general partner, except that with respect to such Person's Capital Contribution as a limited partner, such Person has the rights against the other partners that such Person would have had if such Person were not also a general partner.

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 [__/__/____]. Pursuant to ORC Section 1782.27, Capital Contributions may be in the form of:

☐ 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 reasonable value)

☐ Promissory note or other obligation to contribute cash or property or to render services (subject to Section 4.5)

☐ Other: [________________________________]

4.2 Additional Capital Contributions. No Partner shall be required to make any additional Capital Contribution beyond such Partner's initial Capital Contribution unless all Partners unanimously agree in writing.

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

4.4 Failure to Contribute. If a Partner fails to make a required Capital Contribution within [____] days after the due date, the General Partner may:

(a) Treat the deficiency as a loan from the Partnership bearing interest at [____]% per annum;

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

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

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

4.5 Promissory Notes and Obligations. Pursuant to ORC Section 1782.28, a promise by a Limited Partner to contribute to the Partnership is not enforceable unless set out in a writing signed by the Limited Partner. Such obligation shall not be excused by the Partner's death, disability, or other inability to perform personally unless otherwise agreed in writing.

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) cash contributed; (ii) fair market value of property contributed (net of liabilities); and (iii) allocations of Net Profits and other items of income or gain;

(b) Debited with: (i) cash distributed; (ii) fair market value of property distributed (net of liabilities); 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 Capital Contributions or Capital Account balances unless otherwise provided herein.

4.8 No Withdrawal of Capital. No Partner shall have the right to withdraw or demand return of Capital Contributions except as provided in this Agreement.

4.9 Compromised Obligation. Pursuant to ORC Section 1782.27(c), a conditional obligation to make a contribution or return money or other property paid or distributed in violation of the Act may be compromised only by consent of all partners. A creditor of the limited partnership who extends credit or otherwise acts in reliance on that obligation, however, may enforce the original obligation.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

5.1 Allocation of Profits and Losses. Pursuant to ORC Section 1782.29, the profits and losses of a limited partnership shall be allocated among the partners in the manner provided in writing in the partnership agreement. If this Agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value of the contributions made by each partner. Accordingly:

(a) Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests;

(b) Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to a Limited Partner to the extent it would cause or increase a deficit balance in such Partner's Capital Account.

5.2 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 eliminate the deficit as quickly as possible.

(d) Section 754 Adjustments. Adjustments to the adjusted tax basis of Partnership assets under Code Sections 734(b) or 743(b) shall be treated as items of gain or loss and allocated consistent with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

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

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

ARTICLE VI — DISTRIBUTIONS

6.1 Sharing of Distributions. Pursuant to ORC Section 1782.30, distributions of cash or other assets of the Partnership shall be allocated among the partners and classes of partners in the manner provided in writing in this Agreement. If this Agreement does not so provide, distributions shall be made on the basis of the value of the contributions made by each partner. Accordingly:

(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 thereto, the Partnership would be unable to pay its debts as they become due in the ordinary course of business.

6.2 Tax Distributions. 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 and Ohio income taxes attributable to such Partner's allocable share of Partnership income.

6.3 Distributions in Kind. No Partner may demand a Distribution in kind. 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.

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

6.5 Limitations on Distributions. No Distribution shall be made to a Partner to the extent it would:

(a) Render the Partnership insolvent;

(b) Violate any provision of the Act; or

(c) Violate any loan covenant or agreement to which the Partnership is a party.

6.6 Return of Distribution. A Limited Partner who receives a Distribution in violation of this Agreement or the Act shall be liable to the Partnership for the amount of the Distribution received, as provided in ORC Section 1782.34.

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 to manage and control the business of the Partnership. Pursuant to ORC Section 1782.24, except as provided in this Agreement or the Act, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a general partnership.

7.2 Powers of the General Partner. The General Partner shall have 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, issue evidences of indebtedness, and secure indebtedness with Partnership assets;

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

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

(j) Execute and file amendments to the Certificate pursuant to ORC Section 1782.09;

(k) Designate or change the statutory agent as required by ORC Section 1782.04; 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 Limited Partner rights;

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

(c) A merger, conversion, or consolidation 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) Filing a voluntary petition for bankruptcy;

(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. Pursuant to ORC Section 1782.18, each Limited Partner shall have the right to vote only on matters specified in this Agreement and in the Act. The partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter. Each Limited Partner shall have one vote per unit of Percentage Interest held unless otherwise specified.

7.5 Meetings of Partners. Meetings may be called by the General Partner or by Limited Partners holding at least [____]% of aggregate Percentage Interests. Written notice shall be delivered at least fifteen (15) days prior to any meeting.

7.6 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 required for such action.

7.7 Standard of Care. The General Partner shall discharge its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the General Partner reasonably believes to be in the best interests of the Partnership.

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 as is reasonably necessary;

(b) Maintain complete and accurate books and records;

(c) Prepare or cause preparation of all required tax returns;

(d) Provide financial reports to Limited Partners per Article XIII;

(e) Maintain the Partnership's statutory agent in Ohio per ORC Section 1782.04;

(f) File any required reports with the Ohio Secretary of State;

(g) Maintain adequate insurance coverage; and

(h) Comply with all applicable federal, Ohio, and local laws.

8.2 Liability of General Partner. The General Partner shall be personally liable for all debts, obligations, and liabilities of the Partnership to the same extent as a partner in a general partnership, as provided in ORC Section 1782.24. [Note: If the Partnership elects LLLP status under ORC 1782.66 et seq., the General Partner's liability may be modified.]

8.3 Compensation of General Partner. The General Partner shall be entitled to:

(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, the General Partner and its Affiliates may engage in other business activities, including potentially competitive activities.

8.6 Resignation of General Partner. A General Partner may resign upon [____] days' prior written notice to all Partners. A resignation shall become 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 by the unanimous written consent of all Limited Partners. Upon removal, the removed General Partner shall be entitled to the fair market value of such Partner's Interest.

8.8 Ceasing to Be General Partner. A Person ceases to be a general partner upon the occurrence of the events specified in ORC Section 1782.23, including voluntary withdrawal, removal, Bankruptcy, death (if an individual), or dissolution (if an entity).

ARTICLE IX — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.1 Limited Liability. Pursuant to ORC Section 1782.19, a Limited Partner shall not become liable for the obligations of the Partnership unless the Limited Partner is also a general partner or participates in the control of the business. If the Limited Partner participates in the control of the business, the Limited Partner is liable only to persons who transact business with the Partnership with actual knowledge of the Limited Partner's participation in control.

9.2 Safe Harbor Activities. Pursuant to ORC Section 1782.19(C), 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 limited partnership or of a general partner, or being an officer, director, or shareholder of a general partner that is a corporation;

(b) Consulting with and advising a general partner with respect to the business of the limited partnership;

(c) Acting as a surety or guarantor for the limited partnership;

(d) Bringing a derivative action in the right of the limited partnership;

(e) Requesting or attending a meeting of the partners;

(f) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters: (i) the dissolution and winding up of the partnership; (ii) the sale, exchange, or other transfer of all or substantially all assets; (iii) the incurrence of debt other than in the ordinary course of business; (iv) a change in the nature of the business; (v) the admission or removal of a general partner; (vi) the admission or removal of a limited partner; (vii) a transaction involving a conflict of interest; (viii) an amendment to the partnership agreement; (ix) matters related to the business of the limited partnership not otherwise enumerated, if the partnership agreement or any law or regulation permits such action;

(g) Winding up the limited partnership; or

(h) Exercising any right or power permitted to limited partners under the Act.

9.3 Right to Information. Pursuant to ORC Section 1782.21, each Limited Partner has the right to:

(a) Inspect and copy any of the partnership records required to be maintained by ORC Section 1782.05;

(b) Obtain from the General Partner from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the Partnership; (ii) promptly after becoming available, a copy of the Partnership's federal, state, and local income tax returns for each year; and (iii) other information regarding the Partnership's affairs as is just and reasonable.

9.4 No Authority to Bind. No Limited Partner shall have the right or power to act for or on behalf of the Partnership or to bind the Partnership.

9.5 Derivative Actions. A Limited Partner may bring an action in the right of the limited partnership to recover a judgment in its favor if the General Partner has refused to bring the action or if an effort to cause the General Partner to bring the action is not likely to succeed, as provided in ORC Section 1782.41.

ARTICLE X — TRANSFER OF PARTNERSHIP INTERESTS

10.1 Nature of Partnership Interest. Pursuant to ORC Section 1782.35, a partnership interest is personal property.

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 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 of appropriate transfer documents;

(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 the Ohio Securities Act (ORC Chapter 1707);

(d) Payment of all Transfer-related expenses; 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) Delivery of an Offer Notice specifying the Interest, proposed price, and material terms;

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

(c) If not fully subscribed, the transferring Partner may complete the Transfer within [____] days on terms no more favorable than the Offer Notice.

10.5 Effect of Assignment. Pursuant to ORC Section 1782.36, 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 Distributions and allocations to which the assignor would have been entitled.

10.6 Permitted Transfers. The following Transfers are permitted without General Partner consent:

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

(b) Transfer by an entity Partner to a wholly-owned subsidiary or 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 Interest passes to the Partner's estate or designated beneficiaries. The General Partner has the option, 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. Pursuant to ORC Section 1782.17, a Person becomes a limited partner:

(a) As provided in the partnership agreement at the time such Person becomes a limited partner; or

(b) If the partnership agreement does not so provide, upon the written consent of all partners.

A Person may be admitted as a new Limited Partner only upon satisfaction of the following conditions:

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

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

(iii) Compliance with applicable securities laws;

(iv) Payment of all related expenses; and

(v) Delivery of such documents as the General Partner deems necessary.

11.2 Admission of New or Additional General Partners. Pursuant to ORC Section 1782.22, after the filing of the Certificate, additional general partners may be admitted as provided in writing in the partnership agreement, or if not so provided, with the specific written consent of each partner. Filing an amendment to the Certificate pursuant to ORC Section 1782.09 is required.

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

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.

12.2 Events Causing Person to Cease to Be Limited Partner. A person ceases to be a limited partner upon the occurrence of the following:

(a) Voluntary withdrawal;

(b) Assignment of all of such Partner's Partnership Interest;

(c) Removal of such Partner;

(d) Bankruptcy of such Partner;

(e) Death of such Partner (if an individual); or

(f) Dissolution of such Partner (if an entity).

12.3 Events Causing Person to Cease to Be General Partner. Pursuant to ORC Section 1782.23, a person ceases to be a general partner upon:

(a) Voluntary withdrawal;

(b) Removal pursuant to Section 8.7;

(c) Assignment of all of such Partner's Partnership Interest with the consent of all Partners;

(d) Bankruptcy;

(e) Death (if an individual) or dissolution (if an entity); or

(f) Appointment of a trustee, receiver, or liquidator for substantially all of such Partner's assets.

12.4 Effect of Withdrawal or Cessation. Upon withdrawal or cessation of a Partner:

(a) Such Partner's management rights shall cease;

(b) Such Partner's duties shall terminate except as to pre-existing matters;

(c) The General Partner shall amend the Certificate as necessary; and

(d) The withdrawn Partner's Interest shall be subject to the buyout provisions of Section 12.5.

12.5 Buyout of Withdrawn Partner's Interest. 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 mutually selected (or appointed by a court of competent jurisdiction in Ohio, including the Court of Common Pleas of [________________________________] County).

ARTICLE XIII — BOOKS, RECORDS, AND ACCOUNTING

13.1 Books and Records. Pursuant to ORC Section 1782.05, the Partnership shall maintain at its principal office the following:

(a) A current list, in alphabetical order, of the full name and last known business address of each partner, separately identifying general and limited partners;

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

(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, including all amendments and any prior agreements no longer in effect;

(e) A writing or other record setting forth the amount of cash and description of other property contributed by each partner and any obligation of each partner to make additional contributions; and

(f) A writing or other record setting forth any events upon which the Partnership is to be dissolved.

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:

(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.

ARTICLE XIV — DISSOLUTION AND WINDING UP

14.1 Events of Dissolution. Pursuant to ORC Section 1782.44, a limited partnership is dissolved and its affairs shall be wound up upon the happening of the first of the following:

(a) At the time or upon the occurrence of an event specified in the Certificate;

(b) Upon the written consent of all Partners;

(c) Upon the withdrawal of a General Partner unless (i) at the time there is at least one (1) other general partner who carries on the business, or (ii) within ninety (90) days after the withdrawal, all remaining Partners agree in writing to continue the business and appoint at least one (1) general partner;

(d) Entry of a decree of judicial dissolution under ORC Section 1782.45; or

(e) As otherwise provided by law.

14.2 Judicial Dissolution. Pursuant to ORC Section 1782.45, on application by or for a partner, the Court of Common Pleas of the county in which the Partnership's principal office is located may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with this Agreement.

14.3 Winding Up. Pursuant to ORC Section 1782.46, upon dissolution, the General Partner (or, if there is no General Partner, the Limited Partners, or a person appointed by a court) shall wind up the Partnership's affairs, including:

(a) Collecting all Partnership assets;

(b) Paying all debts and obligations;

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

(d) Distributing remaining assets per Section 14.4; and

(e) Filing a Certificate of Cancellation with the Ohio Secretary of State per ORC Section 1782.10.

14.4 Order of Distribution. Pursuant to ORC Section 1782.47, upon winding up, the assets shall be distributed as follows:

(a) First, to creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under ORC Section 1782.30 or 1782.32;

(b) Second, except as provided in this Agreement, to partners and former partners in satisfaction of liabilities for distributions under ORC Section 1782.30 or 1782.32;

(c) Third, except as provided in this Agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.

14.5 Certificate of Cancellation. Upon completion of winding up, the General Partner shall file a Certificate of Cancellation with the Ohio Secretary of State in accordance with ORC Section 1782.10.

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" under Code Section 6223 (as amended by the Bipartisan Budget Act of 2015).

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

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

15.5 Ohio Tax Obligations. The Partnership shall comply with all Ohio tax requirements, including:

(a) Ohio Commercial Activity Tax (CAT): The Partnership shall file CAT returns and pay the CAT on taxable gross receipts exceeding $150,000, as required by ORC Chapter 5751. The current tax rate is 0.26% on gross receipts exceeding $1,000,000;

(b) Ohio Individual Income Tax: The Partnership shall furnish each Partner the information necessary to file Ohio individual income tax returns. Ohio income tax is imposed on the individual partners, not the partnership entity;

(c) Ohio Municipal Income Taxes: The Partnership shall withhold and remit municipal income taxes applicable to Partnership income as required by the applicable municipal jurisdictions in which the Partnership operates (subject to ORC Chapter 718);

(d) Ohio IT 4708 (Composite Return): The General Partner may elect to file a composite Ohio income tax return (IT 4708) on behalf of qualifying nonresident individual partners; and

(e) Withholding for Nonresident Partners: The Partnership shall withhold Ohio income tax on behalf of nonresident partners as required by Ohio law.

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 all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of the Partnership's business, provided 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 improper personal benefit.

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

16.3 Limitation of Liability of Limited Partners. No Limited Partner shall be liable for Partnership obligations beyond such Partner's Capital Contribution and any Distributions required to be returned under the Act, except as provided in ORC Section 1782.19 regarding participation in control.

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 unresolved, disputes shall be submitted to mediation in [________________________________], Ohio, administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]].

17.3 Arbitration. If not resolved through mediation within sixty (60) days, disputes shall be resolved by binding arbitration in [________________________________], Ohio:

(a) Conducted by [☐ one (1) / ☐ three (3)] neutral arbitrator(s);

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

(c) The decision shall be final, binding, and enforceable;

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

(e) Proceedings and award shall be confidential.

17.4 Injunctive Relief. Any party may seek injunctive relief from Ohio courts, including the Court of Common Pleas of [________________________________] County, to prevent irreparable harm.

17.5 Governing Jurisdiction. The courts of the State of Ohio, including the United States District Court for the [☐ Northern / ☐ Southern] District of Ohio, shall have jurisdiction.

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.

18.2 Amendments Requiring Unanimous Consent. The following require unanimous consent:

(a) Modification of Limited Partner limited liability;

(b) Alteration of Distribution or allocation rights;

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

(d) Modification of amendment requirements; and

(e) 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 Partner changes; (b) update Partner information; (c) satisfy legal requirements; and (d) cure ambiguities without adversely affecting Limited Partners.

ARTICLE XIX — GENERAL PROVISIONS

19.1 Governing Law. This Agreement shall be governed by the laws of the State of Ohio, 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.

19.3 Severability. Invalid provisions shall be modified to the minimum extent necessary; remaining provisions continue in full force.

19.4 Binding Effect. This Agreement shall bind and inure to the benefit of the Partners and their 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 is effective unless in writing. No failure or delay in exercising rights constitutes a waiver.

19.7 Counterparts. This Agreement may be executed in counterparts. Electronic signatures shall be deemed originals.

19.8 Headings. Headings are for convenience only.

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 is for the benefit of any creditor.

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

19.13 Confidentiality. Each Partner shall maintain 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 General Partner shall not be liable for failures or delays 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 OHIO

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: [__/__/____]

County of Commission: [________________________________]

[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:

Ohio Secretary of State
Business Services Division
180 East Broad Street, 16th Floor
Columbus, OH 43215

Phone: (877) 767-3453
Website: https://www.ohiosos.gov/businesses/

Filing Fee: $99.00 (Certificate of Limited Partnership, per ORC Section 111.16)
Amendment Fee: $99.00
Cancellation Fee: $99.00

The Certificate shall contain the information required by ORC Section 1782.08:

1. The name of the limited partnership
2. The address of the office at which the records (ORC 1782.05) shall be kept
3. The name and address of the statutory agent
4. The name and business address of each general partner
5. The latest date upon which the limited partnership is to dissolve (if applicable)
6. Any other matters the general partners determine to include

Note: Ohio does not require an annual report for limited partnerships. However, the Partnership must maintain a statutory agent and may need to file reports with other state agencies depending on its business activities.

EXHIBIT C — CAPITAL CONTRIBUTION SCHEDULE

Sources and References

• Ohio Revised Code, Chapter 1782 — Limited Partnerships: https://codes.ohio.gov/ohio-revised-code/chapter-1782
• Ohio Secretary of State, Business Filing Forms and Fees: https://www.ohiosos.gov/businesses/filing-forms--fee-schedule/
• Ohio Revised Code, Section 111.16 — Filing Fees: https://codes.ohio.gov/ohio-revised-code/section-111.16
• Ohio Revised Code, Chapter 5751 — Commercial Activity Tax
• Ohio Revised Code, Chapter 718 — Municipal Income Tax
• Ohio Revised Code, Chapter 1707 — Ohio Securities Act
• Internal Revenue Code, Sections 701-777 (Subchapter K — Partners and Partnerships)
• Treasury Regulations, Section 1.704-1 et seq.