Limited Partnership Agreement (Oregon)

LIMITED PARTNERSHIP AGREEMENT

STATE OF OREGON

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 Oregon, pursuant to ORS Chapter 70 (the Uniform Limited Partnership Act) (the "Act");

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the Oregon Secretary of State in accordance with ORS 70.075;

WHEREAS, the parties acknowledge that Oregon's Uniform Limited Partnership Act provides a framework for the formation and governance of limited partnerships with clearly defined roles for general and limited 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 unlimited liability for the Partnership's obligations, and the Limited Partner(s) shall have limited liability as provided by the Act;

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 ORS Chapter 70, the Uniform Limited Partnership Act, 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. "Control" means the possession of the power to direct or cause the direction of the management and policies of a Person.

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

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

1.5 "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 Treasury Regulations Section 1.704-1(b)(2)(iv).

1.7 "Capital Contribution" means, as provided in ORS 70.180, any contribution of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services contributed by a Partner.

1.8 "CAT" means the Oregon Corporate Activity Tax imposed under ORS Chapter 317A on businesses with Oregon commercial activity exceeding One Million Dollars ($1,000,000).

1.9 "Certificate" means the Certificate of Limited Partnership filed with the Oregon Secretary of State in accordance with ORS 70.075, 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 right to receive Distributions, allocations of profit and loss, and all 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 as set forth in Article VII.

1.20 "Oregon Secretary of State" means the Office of the Secretary of State of the State of Oregon, Business Registry Division, located in Salem, Oregon.

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 "Registered Agent" means the Partnership's registered agent in Oregon as required by ORS 70.020.

1.27 "Registered Office" means the registered office of the Partnership in Oregon as required by ORS 70.020.

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

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 Oregon Secretary of State a Certificate of Limited Partnership in accordance with ORS 70.075. The Certificate shall set forth:

(a) The name of the limited partnership;

(b) The address of the office and the name and address of the registered agent required by ORS 70.020;

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

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

(e) Any other matters the general partners determine to include.

2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name shall comply with the requirements of ORS 70.010 and shall contain the words "Limited Partnership" or an approved abbreviation. 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 had been carried on under that name before the admission of that limited partner. The name shall be distinguishable from the names of other entities on file with the Oregon Secretary of State.

2.3 Assumed Business Name. If the Partnership operates under an assumed business name, it shall register such name with the Oregon Secretary of State in accordance with ORS 70.010 and ORS Chapter 648.

☐ The Partnership will operate under the assumed business name: [________________________________]

☐ The Partnership will not operate under an assumed business name.

2.4 Registered Office and Registered Agent. Pursuant to ORS 70.020, the Partnership shall continuously maintain in Oregon a registered office and a registered agent. The registered agent shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], Oregon [____]

The registered agent must be an individual resident of Oregon or a domestic or foreign corporation, limited liability company, or other entity authorized to transact business in Oregon. The General Partner may change the registered agent or registered office by filing the appropriate form with the Oregon Secretary of State pursuant to ORS 70.025.

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 Oregon Secretary of State and shall continue:

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

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

2.7 Purpose. Pursuant to ORS 70.055, the Partnership may carry on any business that a partnership without limited partners may carry on except as otherwise prohibited by law. The specific purpose of the Partnership shall be to:

[________________________________]

[________________________________]

[________________________________]

and to engage in any and all lawful activities incidental or related thereto.

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. Foreign limited partnerships doing business in Oregon must register pursuant to ORS 70.370 et seq.

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 ORS 70.145, a person may be both a general partner and a limited partner simultaneously. 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 contributions made as a limited partner, the person has the rights of a limited 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 ORS 70.180, Capital Contributions may be in the form of:

☐ Cash

☐ Property (valued at fair market value by independent appraisal)

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

☐ Promissory note or other binding obligation 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 beyond the 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 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 Promissory Notes and Obligations. Pursuant to ORS 70.185, the obligation of a Limited Partner 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 after the obligation is entered into and before the amendment or cancellation thereof 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 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.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

5.1 Sharing of Profits and Losses. Pursuant to ORS 70.190, the profits and losses of a limited partnership shall be allocated among the partners, and among the classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the value as stated in the partnership records required to be kept under ORS 70.050 of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. 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 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 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) 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 under Code Sections 734(b) or 743(b) shall be treated as items of gain or loss and allocated per 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 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 in proportion to Percentage Interests for purposes of Treasury Regulations Section 1.752-3(a)(3).

ARTICLE VI — DISTRIBUTIONS

6.1 Entitlement to Distributions. Pursuant to ORS 70.250, distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in this Agreement. If not so provided, distributions shall be made on the basis of the value of contributions made by each partner. 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 ORS 70.270.

6.2 Tax Distributions. The General Partner shall use reasonable efforts to distribute to each Partner an amount sufficient to pay federal and Oregon 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, valued at fair market value, made pro rata.

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

6.5 Limitations on Distribution. Pursuant to ORS 70.270, a partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

6.6 Liability for Return of Contribution. Pursuant to ORS 70.275, if a Limited Partner has received the return of any part of the Limited Partner's contribution, the Limited Partner is liable to the limited partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

6.7 Distribution Upon Withdrawal. Pursuant to ORS 70.260, upon withdrawal, a withdrawing Partner is entitled to receive any distribution to which such Partner is entitled under this Agreement, and if not otherwise provided herein, such Partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the Partner's interest in the Partnership as of the date of withdrawal based upon the Partner's right to share in distributions.

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). Pursuant to ORS 70.175, 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 partnership without limited partners.

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 ORS 70.080;

(k) File the annual renewal with the Oregon 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 consolidation 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. Pursuant to ORS 70.125, the partnership agreement may grant to all or a specified group of limited partners the right to vote on a per capita or other basis upon any matter. Limited Partners shall have the right to vote only on those matters set forth in Section 7.3 and as otherwise required by the Act. Each Limited Partner shall have one vote per unit of Percentage Interest held.

7.5 Meetings of Partners. Meetings 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 discharge its duties 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 Oregon per ORS 70.020;

(f) File the annual renewal and pay the associated fee with the Oregon Secretary of State;

(g) Maintain adequate insurance coverage; and

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

8.2 Liability of General Partner. Pursuant to ORS 70.175, the General Partner shall have the liabilities of a partner in a partnership without limited partners. The General Partner shall be jointly and severally liable for all debts, obligations, and liabilities of the Partnership.

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 Business Transactions with Partnership. Pursuant to ORS 70.060, except as otherwise provided in this Agreement, a Partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect thereto as a person who is not a partner.

8.6 Other Business Activities. Unless otherwise restricted, the General Partner and its Affiliates may engage in other business activities, including potentially competitive activities.

8.7 Resignation of General Partner. A General Partner may resign upon [____] days' prior written notice to all Partners.

8.8 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. Pursuant to ORS 70.135, a Limited Partner is not liable for the obligations of a limited partnership unless the Limited Partner is also a general partner or, in addition to the exercise of rights and powers as a limited partner, participates in the control of the business. If a Limited Partner participates in the control of the business, the Limited Partner is liable only to persons who transact business with the limited partnership reasonably believing, based upon the Limited Partner's conduct, that the Limited Partner is a general partner.

9.2 Safe Harbor Activities. Pursuant to ORS 70.135(3), 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 surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

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

(e) Requesting or attending a meeting of 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 limited partnership;
(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;
(iii) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its 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 an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
(viii) An amendment to the partnership agreement or the certificate of limited partnership; or
(ix) Matters related to the business of the limited partnership not otherwise enumerated, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

(g) Winding up the limited partnership pursuant to ORS 70.335; or

(h) Exercising any right or power permitted to limited partners under the Act and not specifically enumerated above.

9.3 Right to Information. Pursuant to ORS 70.155, each Limited Partner has the right to:

(a) Inspect and copy any of the partnership records required to be maintained by ORS 70.050;

(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 limited 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 affairs of the limited partnership 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. Pursuant to ORS 70.345, 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 with authority to do so has refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

ARTICLE X — TRANSFER OF PARTNERSHIP INTERESTS

10.1 Nature of Partnership Interest. Pursuant to ORS 70.290, 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 Oregon Securities Law (ORS Chapter 59);

(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 an 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 ORS 70.295, an assignment of a partnership interest does not dissolve the limited partnership or entitle the assignee to become or exercise the rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be 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 ORS 70.110, a Person may be admitted as a limited partner:

(a) As provided in this Agreement; or

(b) With the written consent of all partners.

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

(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 (including ORS Chapter 59);

(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. Additional general partners may be admitted as provided in this Agreement or, if not so provided, with the specific written consent of each partner. An amendment to the Certificate must be filed per ORS 70.080.

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 Withdrawal of Limited Partner. Pursuant to ORS 70.255, a Limited Partner may withdraw from the Partnership at the time or upon the happening of events specified in this Agreement. If this Agreement does not specify a time or events, a Limited Partner may withdraw upon not less than six (6) months' prior written notice to each General Partner.

12.2 Withdrawal of General Partner. A General Partner may withdraw from the Partnership at the time or upon the happening of events specified in this Agreement. If this Agreement does not specify a time or events, a General Partner may withdraw upon not less than six (6) months' prior written notice to each Partner.

12.3 Events of Withdrawal. A Partner shall be deemed to have withdrawn upon:

(a) Voluntary withdrawal in accordance with this Agreement;

(b) The Partner's Bankruptcy;

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

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

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

(f) The appointment of a guardian, conservator, or trustee for the Partner.

12.4 Effect of Withdrawal. Upon withdrawal:

(a) The withdrawn Partner's management rights (if any) shall cease;

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

(c) The Certificate shall be amended as necessary to reflect the withdrawal of any General Partner; and

(d) The withdrawn Partner shall be entitled to the buyout amount per Section 12.5.

12.5 Buyout of Withdrawn Partner's Interest. Pursuant to ORS 70.260, upon withdrawal, the withdrawn Partner is entitled to receive, within a reasonable time, the fair value of the Partner's interest in the Partnership as of the date of withdrawal. If the parties cannot agree on fair value, it shall be determined by an independent appraiser mutually selected, or by the Circuit Court of [________________________________] County, Oregon.

ARTICLE XIII — BOOKS, RECORDS, AND ACCOUNTING

13.1 Books and Records. Pursuant to ORS 70.050, the Partnership shall maintain at its principal office the following records:

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

(b) A copy of the Certificate and all amendments, together with copies of any powers of attorney under which any certificate has been executed;

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

(d) Copies of any then effective partnership agreements and of any financial statements of the limited partnership for the three (3) most recent years; and

(e) Unless contained in a written partnership agreement, a writing setting forth:
(i) The amount of cash and a description and statement of the agreed value of other property or services contributed by each partner, and which each partner has agreed to contribute;
(ii) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(iii) Any right of a partner to receive or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(iv) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

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, including balance sheet, income statement, statement of cash flows, and statement of changes in partners' capital;

(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 at financial institutions in Oregon or such other locations as the General Partner deems appropriate. Partnership funds shall not be commingled with any Partner's personal funds.

ARTICLE XIV — DISSOLUTION AND WINDING UP

14.1 Events Causing Dissolution. Pursuant to ORS 70.325, the Partnership shall be dissolved upon the first to occur of:

(a) At the time specified in the Certificate;

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

(c) Written consent of all Partners;

(d) An event of withdrawal of a General Partner unless:
(i) At the time there is at least one (1) other General Partner and this Agreement permits the business to be carried on by the remaining General Partner(s); or
(ii) Within ninety (90) days after the event of withdrawal, all Partners agree in writing to continue the business and to the appointment of one (1) or more additional General Partners if necessary or desired; or

(e) Entry of a judgment of dissolution under ORS 70.330.

14.2 Judgment of Dissolution. Pursuant to ORS 70.330, on application by or for a partner, the Circuit Court of the county in which the principal place of business of the Partnership 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 ORS 70.335, upon dissolution:

(a) The General Partners who have not wrongfully dissolved the Partnership may wind up the Partnership's affairs;

(b) If there are no such General Partners, the Limited Partners may wind up the Partnership's affairs;

(c) The Circuit Court may, upon good cause shown, wind up the Partnership's affairs upon application of any Partner or the Partner's legal representative or assignee.

Winding up shall include:

(i) Collecting all Partnership assets;

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

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

(iv) Distributing remaining assets per Section 14.4; and

(v) Filing a cancellation of the Certificate with the Oregon Secretary of State per ORS 70.085.

14.4 Distribution of Assets. Pursuant to ORS 70.340, upon winding up, the assets shall be distributed as follows:

(a) First, to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under ORS 70.250;

(b) Second, except as otherwise provided in this Agreement, to partners and former partners in satisfaction of liabilities for distributions under ORS 70.250;

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

14.5 Cancellation of Certificate. Upon completion of winding up, the General Partner (or other person winding up the Partnership's affairs) shall file a cancellation of the Certificate with the Oregon Secretary of State in accordance with ORS 70.085.

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, Oregon, and applicable 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 Oregon Tax Obligations. The Partnership shall comply with all Oregon tax requirements, including:

(a) Oregon Individual Income Tax: Oregon imposes state income tax on individuals at graduated rates (current top marginal rate: approximately 9.9% on taxable income exceeding $125,000 for single filers / $250,000 for married filing jointly). Each Partner is responsible for reporting and paying Oregon income tax on their allocable share of Partnership income;

(b) Oregon Partnership Return: The Partnership shall file an Oregon partnership information return (Form 65) as required by the Oregon Department of Revenue;

(c) Oregon Corporate Activity Tax (CAT): Pursuant to ORS Chapter 317A, the Partnership shall file CAT returns and pay the CAT if the Partnership has Oregon commercial activity exceeding $1,000,000 per year. The CAT is imposed at a rate of 0.57% on Oregon commercial activity exceeding $1,000,000, less a subtraction of 35% of the greater of (i) cost of inputs or (ii) labor costs (subject to a floor of $1,000,000);

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

(e) Oregon Transit Taxes: If the Partnership has employees in certain Oregon transit districts (including TriMet, Lane Transit District, South Clackamas Transportation District), the Partnership shall comply with applicable transit payroll tax requirements;

(f) Local Business License Taxes: Certain Oregon municipalities (including Portland, Multnomah County) impose business license taxes or business income taxes — the General Partner shall determine the Partnership's obligations under applicable local ordinances; and

(g) Annual Renewal: The Partnership shall file an annual renewal with the Oregon Secretary of State and pay the annual renewal fee (currently $100.00).

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 amounts required to be returned under ORS 70.275, except as provided in ORS 70.135 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 [________________________________], Oregon, administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ Arbitration Service of Portland / ☐ other: [________________________________]].

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

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

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

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

(d) The prevailing party shall recover reasonable attorneys' fees (consistent with Oregon's prevailing party fee provisions under ORS 20.096 and ORS 36.425); and

(e) Proceedings and award shall be confidential.

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

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

17.6 Prevailing Party Attorneys' Fees. In any action, suit, or proceeding arising out of or relating to this Agreement, including arbitration, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party, in accordance with ORS 20.096.

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 Oregon, 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. If any provision is held invalid, it 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 consistent with the Oregon Uniform Electronic Transactions Act (ORS Chapter 84).

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 OREGON

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: [__/__/____]

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:

Oregon Secretary of State
Business Registry Division
255 Capitol Street NE, Suite 151
Salem, OR 97310-1327

Phone: (503) 986-2200
Website: https://sos.oregon.gov/business/

Filing Fees:

• Certificate of Limited Partnership: $100.00
• Annual Renewal: $100.00
• Amendment to Certificate: $100.00
• Cancellation of Certificate: $100.00
• Late Filing Penalty: Applicable per fee schedule

Online Filing: Available at https://sos.oregon.gov/business/

The Certificate shall contain the information required by ORS 70.075:

1. The name of the limited partnership
2. The address of the office and the name and address of the registered agent (ORS 70.020)
3. The name and business address of each general partner
4. The latest date upon which the limited partnership is to dissolve (if applicable)
5. Any other matters the general partners determine to include

Form: Certificate of Limited Partnership form available at:
https://sos.oregon.gov/business/Documents/business-registry-forms/lp-certificate-appl.pdf

EXHIBIT C — CAPITAL CONTRIBUTION SCHEDULE

Sources and References

• Oregon Revised Statutes, Chapter 70 — Limited Partnerships: https://www.oregonlegislature.gov/bills_laws/ors/ors070.html
• Oregon Secretary of State, Business Registry: https://sos.oregon.gov/business/
• Oregon Secretary of State, Certificate of Limited Partnership Form Instructions: https://sos.oregon.gov/business/Pages/certificate-of-limited-partnership-form-instructions.aspx
• Oregon Secretary of State, Fee Schedule: https://sos.oregon.gov/business/Documents/business-registry-forms/br-fee-schedule.pdf
• Oregon Revised Statutes, Chapter 59 — Oregon Securities Law
• Oregon Revised Statutes, Chapter 317A — Corporate Activity Tax
• Oregon Revised Statutes, Chapter 84 — Uniform Electronic Transactions Act
• Oregon Revised Statutes, ORS 20.096 — Prevailing Party Attorneys' Fees in Contract Actions
• Oregon Department of Revenue: https://www.oregon.gov/dor/
• Internal Revenue Code, Sections 701-777 (Subchapter K — Partners and Partnerships)
• Treasury Regulations, Section 1.704-1 et seq.