Limited Partnership Agreement (Oklahoma)

LIMITED PARTNERSHIP AGREEMENT

STATE OF OKLAHOMA

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 Oklahoma, pursuant to the Oklahoma Revised Uniform Limited Partnership Act, 54 O.S. Sections 500-101A et seq. (the "Act");

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the Oklahoma Secretary of State in accordance with 54 O.S. Section 500-201A;

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 over the Partnership's business and affairs, and the Limited Partner(s) shall have no right or power to bind the Partnership as set forth in 54 O.S. Section 500-302A;

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

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

ARTICLE I — DEFINITIONS

1.1 "Act" means the Oklahoma Revised Uniform Limited Partnership Act, 54 O.S. Sections 500-101A through 500-1206A, 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 who has acquired a Transferable Interest in the Partnership but who has not been admitted as a 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, or a promissory note or other obligation to contribute cash or property or to perform services contributed or agreed to be contributed by a Partner, as provided in 54 O.S. Section 500-501A.

1.8 "Certificate" means the Certificate of Limited Partnership filed with the Oklahoma Secretary of State in accordance with 54 O.S. Section 500-201A, as it may be amended or restated from time to time.

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

1.10 "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.

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

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

1.13 "Fiscal Year" means the Partnership's fiscal year, which shall be the calendar year.

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

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

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

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

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

1.19 "Oklahoma Secretary of State" means the Office of the Secretary of State of the State of Oklahoma, located in Oklahoma City, Oklahoma.

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

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

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

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

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

1.25 "Registered Agent" means the Partnership's registered agent in Oklahoma as required by 54 O.S. Section 500-114A.

1.26 "Registered Office" means the registered office of the Partnership in Oklahoma as required by 54 O.S. Section 500-114A.

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 "Transferable Interest" means a Partner's right to receive Distributions from the Partnership.

1.29 "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 Oklahoma Secretary of State a Certificate of Limited Partnership in accordance with 54 O.S. Section 500-201A. The Certificate shall set forth:

(a) The name of the limited partnership;

(b) The street and mailing address of the registered office and the name of the registered agent at that office;

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

(d) Whether the limited partnership is a limited liability limited partnership.

2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name shall comply with the requirements of 54 O.S. Section 500-108A and shall contain the words "Limited Partnership" or the abbreviation "L.P." The name shall be distinguishable from the names of other entities on file with the Oklahoma Secretary of State.

2.3 LLLP Election.

☐ The Partnership DOES elect to be a Limited Liability Limited Partnership (LLLP) pursuant to 54 O.S. Section 500-404A.

☐ The Partnership DOES NOT elect LLLP status.

If the Partnership elects LLLP status, the Certificate shall so state, and the Partnership name shall contain "Limited Liability Limited Partnership" or "LLLP."

2.4 Registered Office and Registered Agent. The Partnership's registered office and registered agent in Oklahoma shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], Oklahoma [____]

The General Partner may change the registered agent or registered office by filing a statement with the Oklahoma Secretary of State in accordance with the Act.

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

[________________________________]

[________________________________]

[________________________________]

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

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

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

[________________________________]

[________________________________]

[________________________________]

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

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.

ARTICLE III — PARTNERS

3.1 General Partner(s).

3.2 Limited Partner(s).

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

ARTICLE IV — CAPITAL CONTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name in Article III on or before [__/__/____]. Pursuant to 54 O.S. Section 500-501A, Capital Contributions may consist of:

☐ Cash

☐ Tangible or intangible property (valued at fair market value by independent appraisal)

☐ Services performed (valued at reasonable value)

☐ Promissory note or other obligation to contribute cash or property or to perform services

☐ Other agreement to contribute cash or property or to perform services (subject to Section 4.5)

☐ Other: [________________________________]

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

4.3 Voluntary Additional Contributions. The General Partner may 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 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.

4.5 Obligations to Contribute. Pursuant to 54 O.S. Section 500-502A, a Partner's 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 who extends credit in reliance on the obligation may enforce the original obligation.

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 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 deduction or loss items.

4.7 No Interest on Capital. No Partner shall be entitled to interest on Capital Contributions or Capital Account balances.

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.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

5.1 Net Profits. Except as otherwise provided, Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

5.2 Net Losses. Net Losses shall be allocated in proportion to Percentage Interests; provided that no allocation shall be made to a Limited Partner to the extent it would cause or increase a deficit balance in such Partner's Capital Account.

5.3 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, each affected Partner 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) creating or increasing a Capital Account deficit, items of income and gain shall be allocated to eliminate the deficit as quickly as possible.

(d) Section 754 Adjustments. Adjustments under Code Sections 734(b) or 743(b) shall be treated as items of gain or loss allocated per Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

5.4 Tax Allocations. Each item of income, gain, loss, deduction, and credit shall be allocated for tax purposes in the same manner as for Capital Account purposes, except as required by Code Section 704(c).

5.5 Allocation of Excess Nonrecourse Liabilities. Excess nonrecourse liabilities shall be allocated in proportion to Percentage Interests per Treasury Regulations Section 1.752-3(a)(3).

ARTICLE VI — DISTRIBUTIONS

6.1 Distributions. Pursuant to 54 O.S. Section 500-502A, a Partner has no right to receive a Distribution before the dissolution and winding up of the limited partnership unless the General Partner decides to make a distribution. The General Partner shall determine the amount and timing of Distributions:

(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 prohibited under 54 O.S. Section 500-503A.

6.2 Tax Distributions. The General Partner shall use reasonable efforts to distribute to each Partner an amount sufficient to pay federal and Oklahoma income taxes on the 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 in kind, valued at fair market value, made pro rata.

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

6.5 Limitations on Distribution. Pursuant to 54 O.S. Section 500-503A, a limited partnership may not make a distribution if after the distribution:

(a) The limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or

(b) The limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners whose preferential rights are superior to the rights of the partner receiving the distribution.

6.6 Liability for Improper Distribution. A Partner who receives a Distribution knowing that it violates Section 6.5 shall be personally liable to the Partnership for the amount of the Distribution received.

ARTICLE VII — MANAGEMENT AND VOTING RIGHTS

7.1 Management by General Partner. Pursuant to 54 O.S. Section 500-406A, the management rights of the General Partner include the exclusive right to manage the business and affairs of the Partnership. The General Partner shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the 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 in accordance with Article XI;

(j) Execute and file amendments to the Certificate under 54 O.S. Section 500-202A;

(k) File annual certificates with the Oklahoma Secretary of State; and

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

7.3 Actions Requiring Approval of Limited Partners. The following actions shall require the prior written consent of a Majority in Interest of the Limited Partners:

(a) Any amendment adversely affecting Limited Partner rights;

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

(c) Merger, conversion, or domestication of the Partnership;

(d) 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) Material change in the nature of the Partnership's business; and

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

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

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 may be taken without a meeting if a written consent is signed by Partners holding the requisite Percentage Interest.

7.7 Standard of Care. The General Partner shall act in good faith, with the care an ordinarily prudent person in a like position would exercise, and in a manner the General Partner reasonably believes to be in the Partnership's best interests.

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 per Article XIII;

(e) Maintain the Partnership's registered office and registered agent in Oklahoma per 54 O.S. Section 500-114A;

(f) File annual certificates with the Oklahoma Secretary of State;

(g) Maintain adequate insurance coverage; and

(h) Comply with all applicable Oklahoma laws and regulations.

8.2 Liability of General Partner. Pursuant to 54 O.S. Section 500-404A, a General Partner of a limited partnership has the liabilities of a partner in a general partnership, unless the limited partnership has elected to be a limited liability limited partnership (LLLP). If the Partnership is an LLLP, the obligations incurred by the limited partnership, whether arising in contract, tort, or otherwise, are solely the obligations of the limited partnership, and a General Partner is not personally liable for such obligations solely by reason of being or acting as a general partner.

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.

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.

ARTICLE IX — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.1 Limited Liability. A Limited Partner shall not be personally liable for the obligations of the Partnership solely by reason of being a limited partner. A Limited Partner's liability shall be limited to the amount of such Partner's Capital Contribution and any Distributions required to be returned under the Act.

9.2 No Authority to Bind. Pursuant to 54 O.S. Section 500-302A, a Limited Partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

9.3 Right to Information. Pursuant to 54 O.S. Section 500-304A, each Limited Partner has the right to obtain from the Partnership, upon reasonable demand:

(a) True and full information regarding the status of the Partnership's business and financial condition;

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

(c) A current list of the name and last known address of each Partner;

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

(e) Information regarding Capital Contributions made by each Partner; and

(f) Such other information as is just and reasonable.

9.4 Required Information. Pursuant to 54 O.S. Section 500-111A, the Partnership shall maintain at its principal office the information required by the Act and make it available to Partners upon request.

9.5 No Participation in Management. A Limited Partner shall not participate in the management or control of the Partnership's business. Exercise of rights specifically granted under this Agreement or the Act shall not constitute participation in management.

ARTICLE X — TRANSFER OF PARTNERSHIP INTERESTS

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

10.2 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 Oklahoma Uniform Securities Act (71 O.S. Section 1-101 et seq.);

(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.

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

(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.

10.4 Effect of Transfer. A transferee of a Transferable Interest who is not admitted as a Partner shall be entitled only to receive Distributions and allocations attributable to the transferred Interest and shall have no management or information rights.

10.5 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 10.6.

10.6 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 54 O.S. Section 500-301A, a Person may become a limited partner:

(a) As provided in this Agreement; or

(b) With the consent of all Partners.

A Person may be admitted as a new Limited Partner upon:

(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 General Partners. Pursuant to 54 O.S. Section 500-401A, a Person may become a general partner:

(a) As provided in this Agreement;

(b) With the consent of all Partners; or

(c) If, after the dissociation of the Partnership's last General Partner, within ninety (90) days a Person is admitted as provided in this Agreement.

An amendment to the Certificate must be filed under 54 O.S. Section 500-202A.

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

ARTICLE XII — WITHDRAWAL AND DISSOCIATION

12.1 Dissociation of Limited Partner. Pursuant to 54 O.S. Section 500-601A, a Limited Partner is dissociated from the Partnership upon:

(a) The Partnership's receipt of notice of the Limited Partner's express will to withdraw;

(b) An event agreed to in this Agreement as causing dissociation;

(c) The Limited Partner's expulsion pursuant to this Agreement;

(d) The Limited Partner's expulsion by unanimous consent of the other Partners;

(e) The Limited Partner's expulsion by judicial order;

(f) The Limited Partner's Bankruptcy;

(g) In the case of an individual, the Limited Partner's death; or

(h) In the case of an entity, the dissolution of the entity.

12.2 Dissociation of General Partner. Pursuant to 54 O.S. Section 500-603A, a General Partner is dissociated from the Partnership upon:

(a) The Partnership's receipt of notice of the General Partner's express will to withdraw;

(b) An event agreed to in this Agreement as causing dissociation;

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

(d) The General Partner's expulsion by judicial order;

(e) The General Partner's Bankruptcy;

(f) In the case of an individual, the General Partner's death; or

(g) In the case of an entity, the dissolution of the entity.

12.3 Effect of Dissociation. Upon dissociation:

(a) The dissociated Partner's management rights shall cease;

(b) Duties of loyalty and care terminate except as to pre-existing matters;

(c) The dissociated Partner's Transferable Interest remains subject to this Agreement; and

(d) The Certificate shall be amended as necessary.

12.4 Buyout of Dissociated Partner's Interest. The Partnership shall purchase the dissociated Partner's Interest at fair market value as determined by agreement or, if the parties cannot agree, by an independent appraiser or by the District Court of [________________________________] County, Oklahoma.

ARTICLE XIII — BOOKS, RECORDS, AND ACCOUNTING

13.1 Required Information. Pursuant to 54 O.S. Section 500-111A, the Partnership shall maintain at its principal office the following:

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

(b) A copy of the Certificate and all amendments;

(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 former agreements;

(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;

(f) A writing or other record setting forth dissolution events; and

(g) Copies of all financial statements of the Partnership.

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 Nonjudicial Dissolution. Pursuant to 54 O.S. Section 500-801A, the Partnership is dissolved upon the occurrence of any of the following:

(a) The happening of an event specified in this Agreement;

(b) The consent of all Partners;

(c) After the dissociation of the last remaining General Partner, the passage of ninety (90) consecutive days during which a successor General Partner is not admitted;

(d) The passage of ninety (90) consecutive days during which the Partnership has no limited partners; or

(e) Administrative dissolution by the Oklahoma Secretary of State.

14.2 Judicial Dissolution. Pursuant to 54 O.S. Section 500-802A, on application by a Partner, a court of competent jurisdiction in Oklahoma 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 54 O.S. Section 500-803A, upon dissolution, the General Partner (or, if no General Partner, a Person designated by a Majority in Interest of the Limited Partners, or a Person appointed by the court) 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;

(d) Distributing remaining assets per Section 14.4; and

(e) Filing a Statement of Cessation with the Oklahoma Secretary of State per 54 O.S. Section 500-203A.

14.4 Disposition of Assets. Pursuant to 54 O.S. Section 500-812A, upon winding up, the assets shall be distributed as follows:

(a) First, to discharge the Partnership's obligations to creditors, including Partners who are creditors;

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

(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 Statement of Cessation. Upon completion of winding up, the General Partner shall file a Statement of Cessation with the Oklahoma Secretary of State in accordance with 54 O.S. Section 500-203A.

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.

15.3 Tax Returns. The General Partner shall prepare all federal, Oklahoma, 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 Oklahoma Tax Obligations. The Partnership shall comply with all Oklahoma tax requirements, including:

(a) Oklahoma Individual Income Tax: Oklahoma imposes income tax on individuals at graduated rates (current top rate: 4.75%). Each Partner is responsible for reporting and paying Oklahoma income tax on their allocable share of Partnership income;

(b) Oklahoma Partnership Return: The Partnership shall file an Oklahoma partnership information return (Form 514) as required;

(c) Withholding for Nonresident Partners: The Partnership shall withhold Oklahoma income tax on allocable income of nonresident partners as required by Oklahoma law;

(d) Oklahoma Franchise Tax: The General Partner shall determine whether the Partnership is subject to Oklahoma franchise tax and make all necessary filings; and

(e) Annual Certificate: The Partnership shall file an annual certificate with the Oklahoma Secretary of State and pay the annual filing fee (currently $25.00).

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.

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 [________________________________], Oklahoma, administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]].

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

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

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

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

(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 Oklahoma courts, including the District Court of [________________________________] County, to prevent irreparable harm.

17.5 Governing Jurisdiction. The courts of the State of Oklahoma, including the United States District Court for the [☐ Western / ☐ Eastern / ☐ Northern] District of Oklahoma, 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 written consent of all Partners:

(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 Oklahoma, 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 this Agreement's terms, 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 OKLAHOMA

COUNTY OF [________________________________]

Before me, the undersigned notary public, in and for said county and state, on this [____] day of [________________________________], [____], 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 the day and year above written.

Notary Public: ____________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

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:

Oklahoma Secretary of State
Business Filing Division
421 NW 13th Street, Suite 210
Oklahoma City, OK 73103

Phone: (405) 521-3912
Website: https://www.sos.ok.gov/

Filing Fees:

• Certificate of Limited Partnership: $100.00
• In-person/same-day service: additional $25.00
• Amendment to Certificate: $100.00
• Statement of Cessation: $25.00
• Annual Certificate Filing Fee: $25.00

The Certificate shall contain the information required by 54 O.S. Section 500-201A:

1. The name of the limited partnership (must contain "Limited Partnership" or "L.P.")
2. The street and mailing address of the registered office and the name of the registered agent at that office
3. The name and street and mailing address of each general partner
4. Whether the limited partnership is a limited liability limited partnership (LLLP)

Online Filing: Documents may be filed electronically at https://www.sos.ok.gov/

EXHIBIT C — CAPITAL CONTRIBUTION SCHEDULE

Sources and References

• Oklahoma Revised Uniform Limited Partnership Act: 54 O.S. Sections 500-101A through 500-1206A
• Oklahoma Secretary of State, Business Filing Division: https://www.sos.ok.gov/
• Oklahoma Statutes Title 54: https://oksenate.gov/sites/default/files/2022-05/os54.pdf
• Oklahoma Uniform Securities Act: 71 O.S. Section 1-101 et seq.
• Oklahoma Tax Commission: https://oklahoma.gov/tax.html
• Internal Revenue Code, Sections 701-777 (Subchapter K — Partners and Partnerships)
• Treasury Regulations, Section 1.704-1 et seq.