Limited Partnership Agreement - Commonwealth of Pennsylvania

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A PENNSYLVANIA LIMITED PARTNERSHIP

Effective Date: [__/__/____]

RECITALS

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

GENERAL PARTNER(S):

[________________________________] (the "General Partner"), with a principal address at [________________________________], [________________________________], Pennsylvania [____]

LIMITED PARTNER(S):

[________________________________] (the "Limited Partner"), with a principal address at [________________________________], [________________________________], Pennsylvania [____]

(The General Partner and Limited Partner(s) are collectively referred to herein as the "Partners" and individually as a "Partner.")

WITNESSETH:

WHEREAS, the Partners desire to form a limited partnership under the laws of the Commonwealth of Pennsylvania, pursuant to the Pennsylvania Uniform Limited Partnership Act of 2016, 15 Pa.C.S. Chapter 86 (the "Act"); and

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in accordance with 15 Pa.C.S. § 8621; and

WHEREAS, the Partners desire to set forth their respective rights, duties, obligations, and liabilities with respect to the Partnership and to provide for the governance, management, and operation thereof;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Pennsylvania Uniform Limited Partnership Act of 2016, 15 Pa.C.S. Chapter 86, as amended from time to time.

(b) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

(c) "Agreement" means this Limited Partnership Agreement, as amended, modified, supplemented, or restated from time to time.

(d) "Bankruptcy" means, with respect to any Person, (i) the filing of a voluntary petition in bankruptcy or the filing of a pleading seeking the adjustment of debts or the appointment of a receiver or trustee; (ii) the institution of an involuntary proceeding against such Person that is not dismissed within ninety (90) days; (iii) an assignment for the benefit of creditors; or (iv) the appointment of a receiver, trustee, or liquidator for such Person or for a substantial part of its assets.

(e) "Capital Account" means, with respect to each Partner, the account maintained for such Partner in accordance with Section 6.4 of this Agreement.

(f) "Capital Contribution" means, with respect to each Partner, the total amount of cash and the fair market value of any property contributed to the Partnership by such Partner, net of any liabilities assumed by the Partnership or to which the contributed property is subject.

(g) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Pennsylvania Department of State pursuant to 15 Pa.C.S. § 8621, as amended or restated from time to time.

(h) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

(i) "Distributable Cash" means the cash of the Partnership available for distribution after payment of, or provision for, all operating expenses, debt service, capital improvements, reserves, and other amounts deemed necessary or appropriate by the General Partner in its reasonable discretion.

(j) "Fiscal Year" means the fiscal year of the Partnership, which shall be the calendar year unless otherwise determined by the General Partner in accordance with the Code.

(k) "General Partner" means any Person who has been admitted to the Partnership as a general partner in accordance with the Act and this Agreement.

(l) "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which such Partner may be entitled as provided in this Agreement and under the Act, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement and the Act.

(m) "Limited Partner" means any Person who has been admitted to the Partnership as a limited partner in accordance with the Act and this Agreement.

(n) "Majority in Interest" means Partners (other than the General Partner in its capacity as such) holding more than fifty percent (50%) of the aggregate Percentage Interests held by all Partners (other than the General Partner in its capacity as such).

(o) "Net Profits" and "Net Losses" mean the income, gain, loss, deductions, and credits of the Partnership in the aggregate or separately stated, as determined for federal income tax purposes, with such adjustments as may be required by this Agreement.

(p) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in the Partner Schedule attached hereto as Exhibit A, as such percentage may be adjusted from time to time.

(q) "Person" means any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, joint venture, governmental authority, or other entity.

(r) "Partnership" means the limited partnership formed under this Agreement and the Act.

(s) "Transfer" means any sale, assignment, transfer, conveyance, gift, exchange, pledge, hypothecation, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

(t) "Treasury Regulations" means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time.

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 Formation. The Partners hereby form a limited partnership under and pursuant to the provisions of the Act. A Certificate of Limited Partnership shall be filed (or has been filed) with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in accordance with 15 Pa.C.S. § 8621. The General Partner is authorized and directed to execute, deliver, and file any amendments to the Certificate and any other certificates, documents, or instruments as may be necessary or appropriate to comply with the requirements of the Act for the formation, operation, and maintenance of a limited partnership in the Commonwealth of Pennsylvania.

Section 2.2 Name. The name of the Partnership shall be:

[________________________________], LP

The Partnership may conduct business under such name or any trade name or fictitious name as the General Partner may determine from time to time, provided such name complies with 15 Pa.C.S. Chapter 2 (relating to names) and includes the words "Limited Partnership" or the abbreviation "LP" or "L.P." as required by the Act.

Section 2.3 Registered Office and Registered Agent. The registered office of the Partnership in the Commonwealth of Pennsylvania shall be at:

[________________________________]
[________________________________], Pennsylvania [____]
County of [________________________________]

The registered agent at such address shall be [________________________________]. The General Partner may change the registered office or registered agent from time to time in accordance with 15 Pa.C.S. § 108 by filing the appropriate notice with the Pennsylvania Department of State.

Section 2.4 Principal Office. The principal office and place of business of the Partnership shall be at:

[________________________________]
[________________________________], Pennsylvania [____]

The General Partner may change the principal office from time to time and shall provide notice of any such change to all Partners within fifteen (15) days of such change.

Section 2.5 Purpose. The purpose of the Partnership shall be to:

[________________________________]
[________________________________]
[________________________________]

and to engage in any and all lawful activities incidental or related thereto as may be necessary, convenient, or desirable to accomplish the foregoing purposes, and to exercise all powers granted to limited partnerships under the Act and the laws of the Commonwealth of Pennsylvania.

Section 2.6 Term. The Partnership shall commence on the date the Certificate is filed with the Pennsylvania Department of State and shall continue in existence until dissolved in accordance with Article XIV of this Agreement or as otherwise provided by the Act. Pursuant to 15 Pa.C.S. § 8614, the Partnership shall have perpetual duration unless a definite term is specified herein:

☐ The Partnership shall have perpetual duration.
☐ The Partnership shall have a term expiring on [__/__/____].

Section 2.7 Qualification in Other Jurisdictions. The General Partner is authorized to cause the Partnership to qualify to do business in any jurisdiction in which it conducts or plans to conduct business, and to execute and file any certificates, documents, or instruments necessary to effect such qualification.

Section 2.8 Title to Property. All property owned by the Partnership, whether real, personal, or mixed, tangible or intangible, shall be owned by the Partnership as an entity and no Partner shall have any individual ownership interest in such property by virtue of being a Partner.

ARTICLE III — PARTNERS

Section 3.1 General Partner. The name, address, and initial Capital Contribution of the General Partner are as follows:

Section 3.2 Limited Partners. The names, addresses, and initial Capital Contributions of the Limited Partners are as follows:

Section 3.3 Partner Schedule. The complete list of Partners, their Capital Contributions, and their Percentage Interests is set forth on Exhibit A attached hereto and incorporated herein by reference. The General Partner shall update Exhibit A from time to time to reflect any changes in the Partners, Capital Contributions, or Percentage Interests.

ARTICLE IV — MANAGEMENT AND OPERATIONS

Section 4.1 Management by General Partner. The business and affairs of the Partnership shall be managed exclusively by the General Partner, who shall have full, complete, and exclusive power and authority to manage, control, and operate the Partnership and to do or cause to be done all things necessary or appropriate to carry out the purposes of the Partnership, subject only to such limitations as may be expressly set forth in this Agreement.

Section 4.2 Powers of the General Partner. Without limiting the generality of Section 4.1, the General Partner shall have the power and authority, on behalf of the Partnership, to:

(a) Acquire, hold, manage, improve, develop, lease, sell, convey, mortgage, encumber, exchange, and otherwise deal with real and personal property;

(b) Enter into, execute, deliver, and perform any and all contracts, agreements, leases, licenses, and other instruments;

(c) Borrow money and issue evidences of indebtedness, and secure the same by mortgage, pledge, or other lien on Partnership assets;

(d) Open and maintain bank accounts, investment accounts, and brokerage accounts in the name of the Partnership;

(e) Employ, engage, retain, and dismiss employees, agents, independent contractors, attorneys, accountants, and other professionals;

(f) Commence, prosecute, defend, settle, and compromise actions, suits, and proceedings at law or in equity;

(g) Make distributions to the Partners in accordance with this Agreement;

(h) Pay all organizational expenses, operating expenses, and other costs of the Partnership;

(i) Obtain insurance for the Partnership, its properties, and its activities;

(j) Execute and file all tax returns, reports, and other documents required by federal, state, and local authorities;

(k) Make, execute, and deliver any and all documents, instruments, and agreements on behalf of the Partnership; and

(l) Take any and all other actions which are customary or reasonably related to the foregoing.

Section 4.3 Actions Requiring Consent of Limited Partners. Notwithstanding the broad authority granted to the General Partner under Sections 4.1 and 4.2, the following actions shall require the prior written consent of a Majority in Interest of the Limited Partners:

(a) The sale, exchange, lease, mortgage, pledge, or other Transfer of all or substantially all of the assets of the Partnership;

(b) The merger, consolidation, or conversion of the Partnership;

(c) The admission of a new General Partner;

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

(e) Any single transaction or related series of transactions involving an expenditure in excess of $[________________________________];

(f) The filing of a voluntary petition in bankruptcy or the making of an assignment for the benefit of creditors;

(g) Any transaction between the Partnership and the General Partner or an Affiliate of the General Partner, unless on terms no less favorable than those available from an unrelated third party;

(h) The issuance of additional Partnership Interests; and

(i) The dissolution of the Partnership, except as otherwise provided in Article XIV.

Section 4.4 Duties of General Partner. The General Partner shall:

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

(b) Maintain the books and records of the Partnership in accordance with Article XVI;

(c) File or cause to be filed the Certificate of Limited Partnership and all amendments thereto with the Pennsylvania Department of State;

(d) File or cause to be filed all annual reports and other documents required by the Commonwealth of Pennsylvania, including any required annual registrations under 15 Pa.C.S. § 111;

(e) File or cause to be filed all federal, state, and local tax returns and reports;

(f) Maintain in force all insurance policies required for the prudent operation of the Partnership business; and

(g) Provide to the Limited Partners such reports and information as are required by this Agreement and the Act.

Section 4.5 Compensation of General Partner. The General Partner shall be entitled to receive:

(a) A management fee of $[________________________________] per [month/quarter/year] (the "Management Fee"); and

(b) Reimbursement for all reasonable out-of-pocket expenses incurred by the General Partner in connection with the business of the Partnership, upon presentation of appropriate documentation.

The Management Fee and reimbursements shall be treated as guaranteed payments under Section 707(c) of the Code.

Section 4.6 Other Activities of General Partner. The General Partner and its Affiliates may engage in other business activities, whether or not similar to the business of the Partnership, and shall not be required to present any business opportunity to the Partnership, unless such opportunity arises directly from the General Partner's activities on behalf of the Partnership. The doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the General Partner.

Section 4.7 Delegation of Authority. The General Partner may delegate any or all of its powers and duties to one or more Persons, provided that the General Partner shall remain responsible for the performance of any delegated duties and any such delegation shall not relieve the General Partner of any obligation under this Agreement.

ARTICLE V — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 5.1 No Participation in Management. Except as otherwise provided in this Agreement or as required by the Act, no Limited Partner shall participate in or have any control over the management or operation of the Partnership. No Limited Partner shall have the power to bind the Partnership, to sign documents on behalf of the Partnership, or to transact business in the name of the Partnership.

Section 5.2 Limited Liability. Pursuant to 15 Pa.C.S. § 8631 and the Act, a Limited Partner shall not be liable for the obligations of the Partnership beyond the amount of such Limited Partner's Capital Contribution and any additional amounts such Limited Partner has agreed to contribute as set forth in this Agreement, except as otherwise provided by law. A Limited Partner's participation in the activities described in Section 4.3 shall not constitute participation in the management or control of the Partnership within the meaning of the Act.

Section 5.3 Voting Rights. Each Limited Partner shall have the right to vote on those matters requiring the consent of the Limited Partners as provided in this Agreement. Unless otherwise provided herein, each Limited Partner shall have one vote for each percentage point (or fraction thereof) of such Limited Partner's Percentage Interest.

Section 5.4 Inspection Rights. Each Limited Partner shall have the right, upon reasonable written request and at reasonable times during regular business hours, to inspect and copy at such Limited Partner's expense the books and records of the Partnership as required by 15 Pa.C.S. § 8641 and the Act.

Section 5.5 Right to Information. In addition to the rights provided under the Act, each Limited Partner shall be entitled to receive:

(a) A copy of the Partnership's federal, state, and local income tax returns within ninety (90) days after the close of each Fiscal Year;

(b) An annual financial report within one hundred twenty (120) days after the close of each Fiscal Year;

(c) A Schedule K-1 (or successor form) within the time required for the filing of the Partnership's tax returns; and

(d) Such other information as may be reasonably requested, to the extent material to the Limited Partner's interest in the Partnership.

Section 5.6 No Withdrawal. No Limited Partner may withdraw from the Partnership prior to the dissolution and winding up of the Partnership, except as expressly provided in this Agreement.

ARTICLE VI — CAPITAL CONTRIBUTIONS

Section 6.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name on Exhibit A. All initial Capital Contributions shall be made on or before [__/__/____], or at such other time as the General Partner may determine.

Section 6.2 Additional Capital Contributions.

(a) No Partner shall be required to make any Capital Contribution beyond such Partner's initial Capital Contribution, except as follows:

☐ No additional Capital Contributions shall be required.
☐ Additional Capital Contributions may be required upon the terms set forth below.

(b) If additional Capital Contributions are permitted, the General Partner may, upon not less than thirty (30) days' prior written notice to each Partner, request additional Capital Contributions from the Partners in proportion to their respective Percentage Interests. Each Partner shall have the right, but not the obligation (unless the above box is checked), to contribute such additional amount.

(c) If any Partner fails to make a required additional Capital Contribution, the General Partner may, at its option:

(i) Treat such failure as an event of default and pursue remedies available under this Agreement;

(ii) Permit the other Partners to contribute such defaulting Partner's share, with a corresponding adjustment to the Percentage Interests of all Partners;

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

(iv) Reduce the defaulting Partner's Percentage Interest in proportion to the shortfall.

Section 6.3 No Interest on Capital Contributions. No Partner shall be entitled to receive any interest on such Partner's Capital Contribution, except as expressly provided in this Agreement.

Section 6.4 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with the rules of Treasury Regulation § 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Increased by: (i) the amount of cash contributed by such Partner; (ii) the fair market value of property contributed by such Partner (net of liabilities secured by such property that the Partnership assumes or takes subject to); and (iii) allocations to such Partner of Net Profits and any separately stated items of income or gain;

(b) Decreased by: (i) the amount of cash distributed to such Partner; (ii) the fair market value of property distributed to such Partner (net of liabilities secured by such property that the Partner assumes or takes subject to); (iii) allocations to such Partner of Net Losses and any separately stated items of deduction or loss; and (iv) expenditures described in Section 705(a)(2)(B) of the Code.

Section 6.5 Withdrawal of Capital. No Partner shall have the right to demand or receive a return of all or any portion of such Partner's Capital Contribution except upon dissolution of the Partnership or as otherwise expressly provided in this Agreement. Under no circumstances shall a Partner be entitled to demand a return of capital in property other than cash, except with the consent of the General Partner.

Section 6.6 Capital Contributions in Property. If any Partner contributes property other than cash, the fair market value of such property shall be determined by agreement of the Partners or, if the Partners cannot agree, by an independent appraiser selected by the General Partner and reasonably acceptable to a Majority in Interest of the Limited Partners.

ARTICLE VII — ALLOCATIONS OF PROFITS AND LOSSES

Section 7.1 Allocation of Net Profits. After giving effect to the special allocations set forth in Sections 7.3 and 7.4, Net Profits for each Fiscal Year (or other applicable period) shall be allocated among the Partners in proportion to their respective Percentage Interests.

Section 7.2 Allocation of Net Losses. After giving effect to the special allocations set forth in Sections 7.3 and 7.4, Net Losses for each Fiscal Year (or other applicable period) shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to any Limited Partner to the extent that such allocation would cause or increase a deficit balance in such Limited Partner's Capital Account in excess of any amount such Limited Partner is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5). Any Net Losses not allocated to a Limited Partner pursuant to the preceding sentence shall be allocated to the General Partner.

Section 7.3 Special Allocations. The following special allocations shall be made in the following order of priority:

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article VII, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulation § 1.704-2(g).

(b) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article VII (other than Section 7.3(a)), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain shall be allocated items of income and gain for such Fiscal Year in an amount equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain, determined in accordance with Treasury Regulation § 1.704-2(i)(4).

(c) Qualified Income Offset. If any Limited Partner unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulation § 1.704-1(b)(2)(ii)(d), the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

(e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Treasury Regulation § 1.704-2(i)(1).

Section 7.4 Curative Allocations. The allocations set forth in Section 7.3 (the "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulations §§ 1.704-1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to allocate Net Profits and Net Losses or make distributions. Accordingly, the General Partner is authorized to make offsetting special allocations of income, gain, loss, and deduction among the Partners so that, to the extent possible, the net amount of allocations to each Partner shall be equal to the amount that would have been allocated to such Partner if the Regulatory Allocations had not occurred.

Section 7.5 Tax Allocations. For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss, deduction, or credit is allocated pursuant to this Article VII, except as otherwise required by Section 704(c) of the Code and Treasury Regulation § 1.704-1(b)(4)(i).

Section 7.6 Allocation Period. If during any Fiscal Year there is a change in any Partner's Percentage Interest, allocations of Net Profits and Net Losses shall be made by the General Partner using any permissible method under Section 706(d) of the Code and the Treasury Regulations thereunder.

ARTICLE VIII — DISTRIBUTIONS

Section 8.1 Distributions of Distributable Cash. Subject to applicable law and this Agreement, the General Partner shall determine the amount and timing of distributions of Distributable Cash. Distributions shall be made to the Partners in proportion to their respective Percentage Interests, unless otherwise provided herein.

Section 8.2 Frequency of Distributions. Distributions shall be made:

☐ Monthly, within [____] days after the end of each calendar month.
☐ Quarterly, within [____] days after the end of each calendar quarter.
☐ Annually, within [____] days after the end of each Fiscal Year.
☐ At such times as the General Partner may determine in its reasonable discretion.

Section 8.3 Tax Distributions. Notwithstanding any other provision of this Agreement, within ninety (90) days after the close of each Fiscal Year, the Partnership shall distribute to each Partner an amount equal to such Partner's estimated federal and state income tax liability attributable to such Partner's allocable share of the Partnership's taxable income for such Fiscal Year, calculated at the highest marginal individual or corporate income tax rate (as applicable) then in effect (the "Tax Distribution"). Tax Distributions shall be treated as advances against future distributions under Section 8.1.

Section 8.4 Limitations on Distributions. No distribution shall be made if, after giving effect to such distribution:

(a) The Partnership would be unable to pay its debts as they become due in the ordinary course of business; or

(b) The Partnership's total assets would be less than the sum of its total liabilities.

Section 8.5 Distributions in Kind. No Partner shall have the right to demand or receive distributions in kind, except with the consent of the General Partner. If property is distributed in kind, it shall be valued at its fair market value for purposes of determining the amount of the distribution.

Section 8.6 Withholding. The Partnership is authorized to withhold from any distribution to any Partner amounts required to be withheld under federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to such Partner.

ARTICLE IX — TRANSFER OF PARTNERSHIP INTERESTS

Section 9.1 Restrictions on Transfer. No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article IX and applicable law. Any purported Transfer in violation of this Article IX shall be void and of no effect.

Section 9.2 Transfers by Limited Partners. A Limited Partner may Transfer all or any portion of such Limited Partner's Partnership Interest only if:

(a) The transferring Limited Partner provides at least thirty (30) days' prior written notice to the General Partner;

(b) The General Partner consents to such Transfer in writing, which consent shall not be unreasonably withheld, conditioned, or delayed;

(c) The transferee executes a written instrument reasonably satisfactory to the General Partner agreeing to be bound by all terms and conditions of this Agreement;

(d) The Transfer would not result in a termination of the Partnership under Section 708(b) of the Code (or any successor provision);

(e) The Transfer would not violate any applicable federal or state securities laws;

(f) The Transfer would not cause the Partnership to be classified as a publicly traded partnership under Section 7704 of the Code; and

(g) The transferring Limited Partner pays or reimburses the Partnership for all reasonable expenses incurred by the Partnership in connection with such Transfer.

Section 9.3 Right of First Refusal. Before any Limited Partner may Transfer all or any portion of such Limited Partner's Partnership Interest to a third party (other than a Permitted Transfer under Section 9.5), the transferring Limited Partner shall first offer such Interest to the Partnership and then to the other Partners on the same terms and conditions as the proposed Transfer, as follows:

(a) The transferring Limited Partner shall deliver written notice (the "Offer Notice") to the General Partner, specifying the Interest proposed to be transferred, the identity of the proposed transferee, and the material terms and conditions of the proposed Transfer, including the price;

(b) The Partnership shall have thirty (30) days from receipt of the Offer Notice (the "Partnership Option Period") to elect to purchase all (but not less than all) of the offered Interest on the terms set forth in the Offer Notice;

(c) If the Partnership does not exercise its option within the Partnership Option Period, the remaining Partners shall have an additional thirty (30) days (the "Partner Option Period") to elect to purchase all (but not less than all) of the offered Interest, pro rata in proportion to their Percentage Interests (or in such other proportions as they may agree); and

(d) If neither the Partnership nor the remaining Partners exercise their respective options, the transferring Limited Partner may Transfer the offered Interest to the proposed transferee on terms no more favorable to the transferee than those set forth in the Offer Notice, provided such Transfer is completed within ninety (90) days after the expiration of the Partner Option Period.

Section 9.4 Transfers by General Partner. The General Partner may not Transfer all or any portion of its Partnership Interest without the prior written consent of a Majority in Interest of the Limited Partners.

Section 9.5 Permitted Transfers. Notwithstanding the foregoing provisions of this Article IX, the following Transfers shall be permitted without the consent of the General Partner or any other Partner, subject to compliance with Sections 9.2(c), (d), (e), and (f):

(a) Transfers by a Partner to a revocable trust established by such Partner for estate planning purposes, provided that such Partner is the trustee or a co-trustee of such trust;

(b) Transfers by a Partner to such Partner's spouse, children, grandchildren, or siblings, or to a trust for the benefit of any of the foregoing;

(c) Transfers by a Partner that is an entity to any Affiliate of such Partner; and

(d) Transfers by operation of law upon the death or incapacity of a Partner who is a natural person.

Section 9.6 Admission of Transferee as Partner. A transferee of a Partnership Interest shall be admitted as a substituted Partner only with the consent of the General Partner and upon compliance with the requirements of this Article IX. Until admitted as a substituted Partner, a transferee shall have only the rights of an assignee under the Act, including the right to receive allocations and distributions attributable to the transferred Interest, but shall not have the right to vote or participate in the management of the Partnership.

ARTICLE X — ADMISSION OF NEW PARTNERS

Section 10.1 Admission of New Limited Partners. New Limited Partners may be admitted to the Partnership only with the consent of the General Partner and upon such terms and conditions as the General Partner may determine, including the amount and nature of the Capital Contribution to be made by such new Partner. The admission of a new Limited Partner shall not require the consent of the existing Limited Partners unless the terms of such admission would materially and adversely affect the rights of the existing Limited Partners.

Section 10.2 Admission of New General Partner. A new General Partner may be admitted to the Partnership only with the prior written consent of a Majority in Interest of the Limited Partners and upon such terms and conditions as may be agreed upon by the existing General Partner and the new General Partner.

Section 10.3 Conditions to Admission. As a condition to admission, each new Partner shall:

(a) Execute a counterpart of this Agreement or an instrument of adherence acceptable to the General Partner;

(b) Pay such Capital Contribution as may be required;

(c) Provide such representations, warranties, and covenants as the General Partner may reasonably request; and

(d) Pay all legal, accounting, and other expenses incurred by the Partnership in connection with such admission.

Section 10.4 Amendment of Certificate and Exhibit A. Upon the admission of any new Partner, the General Partner shall update Exhibit A and, if required by the Act, file an amendment to the Certificate with the Pennsylvania Department of State.

ARTICLE XI — WITHDRAWAL AND DISSOCIATION

Section 11.1 Withdrawal of Limited Partner. A Limited Partner may not withdraw from the Partnership prior to the dissolution and winding up of the Partnership, except:

(a) With the prior written consent of the General Partner; or

(b) Upon at least one hundred eighty (180) days' prior written notice to the General Partner, subject to the terms and conditions set forth in this Section 11.1.

Upon any permitted withdrawal, the withdrawing Limited Partner shall be entitled to receive the fair market value of such Partner's Partnership Interest, determined as of the date of withdrawal, payable within [____] days after the effective date of withdrawal or in [____] equal installments over a period of [____] months, at the option of the General Partner.

Section 11.2 Dissociation of General Partner. A General Partner shall be dissociated from the Partnership upon the occurrence of any event specified in 15 Pa.C.S. § 8671, including:

(a) The General Partner's voluntary withdrawal upon at least ninety (90) days' prior written notice to all Partners;

(b) The General Partner's removal by the unanimous written consent of all Limited Partners;

(c) The General Partner's Bankruptcy;

(d) The appointment of a receiver, trustee, or liquidator for the General Partner or a substantial portion of its assets;

(e) A judicial determination that the General Partner has engaged in wrongful conduct that has adversely and materially affected the Partnership;

(f) If the General Partner is an individual, the death or incapacity of such individual; or

(g) If the General Partner is an entity, the dissolution, termination, or winding up of such entity.

Section 11.3 Effect of Dissociation of General Partner. Upon the dissociation of the General Partner, the Partnership shall not be dissolved if:

(a) Within ninety (90) days after the dissociation, Partners owning a Majority in Interest consent in writing to continue the business of the Partnership; and

(b) A successor General Partner is admitted to the Partnership in accordance with Section 10.2 within ninety (90) days after the dissociation.

Section 11.4 Buyout of Dissociated General Partner. Upon the dissociation of a General Partner, the dissociated General Partner (or its estate or legal representative) shall be entitled to receive the fair market value of such General Partner's Partnership Interest, determined as of the date of dissociation, payable within [____] days after the effective date of dissociation or in such installments as may be agreed upon by the dissociated General Partner (or its estate or legal representative) and the remaining Partners.

ARTICLE XII — INDEMNIFICATION AND LIABILITY

Section 12.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, managers, members, partners, shareholders, employees, agents, and Affiliates (each, an "Indemnified Person") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or in connection with the management, operation, or business of the Partnership, to the fullest extent permitted by the Act and the laws of the Commonwealth of Pennsylvania; provided, however, that no Indemnified Person shall be indemnified for Losses resulting from:

(a) Fraud, willful misconduct, or gross negligence of such Indemnified Person;

(b) A breach of fiduciary duty by such Indemnified Person that involves intentional misconduct or a knowing violation of law; or

(c) A transaction from which such Indemnified Person derived an improper personal benefit.

Section 12.2 Advancement of Expenses. The Partnership shall advance to any Indemnified Person reasonable expenses (including attorneys' fees) incurred in connection with any proceeding in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amounts if it is ultimately determined that such Indemnified Person is not entitled to indemnification.

Section 12.3 Limitation of Liability of General Partner. The General Partner shall not be liable to the Partnership or any Partner for any Losses arising from any act or omission of the General Partner performed or omitted in good faith and in the reasonable belief that such act or omission was in the best interests of the Partnership, except for Losses resulting from fraud, willful misconduct, gross negligence, or a knowing violation of law.

Section 12.4 Limitation of Liability of Limited Partners. No Limited Partner shall be liable for the debts, obligations, or liabilities of the Partnership beyond such Limited Partner's Capital Contribution and any additional Capital Contributions that such Limited Partner has agreed to make, except as otherwise required by the Act or applicable law. This provision is consistent with 15 Pa.C.S. § 8631 and the limited liability protections afforded to limited partners under the Act.

Section 12.5 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Indemnified Person, whether or not the Partnership would have the power to indemnify such Indemnified Person against such liability under the provisions of this Article XII.

ARTICLE XIII — TAX MATTERS

Section 13.1 Tax Classification. The Partners intend that the Partnership be classified as a partnership for federal income tax purposes and not as an association taxable as a corporation. The Partners shall not take any action inconsistent with such classification, and the General Partner shall not file an election under Treasury Regulation § 301.7701-3 to classify the Partnership as an association taxable as a corporation without the prior written consent of all Partners.

Section 13.2 Partnership Representative. The General Partner (or its designee) shall serve as the "partnership representative" within the meaning of Section 6223 of the Code (as amended by the Bipartisan Budget Act of 2015) for purposes of Subchapter C of Chapter 63 of the Code (the "Partnership Representative"). The Partnership Representative shall have all of the powers and authority granted to a partnership representative under the Code, including the power to:

(a) Bind the Partnership and the Partners with respect to federal tax matters;

(b) Negotiate and enter into settlement agreements with the Internal Revenue Service;

(c) Extend the statute of limitations for assessment of tax;

(d) File administrative adjustment requests; and

(e) Elect the alternative procedure under Section 6226 of the Code (push-out election).

Section 13.3 Tax Returns. The General Partner shall cause the Partnership to prepare and timely file all required federal, state, and local income tax returns and shall furnish to each Partner a copy of the Partnership's federal return (or relevant portions thereof) and a Schedule K-1 (or successor form) within the time required by law. The Partnership shall file with the Commonwealth of Pennsylvania all required information returns and reports, including PA-20S/65 Information Returns or any successor forms required by the Pennsylvania Department of Revenue.

Section 13.4 Tax Elections. The General Partner shall have the authority to make any and all tax elections on behalf of the Partnership, including elections under Sections 754, 709, and 48 of the Code; provided, however, that any election under Section 754 of the Code shall require the consent of a Majority in Interest of the Limited Partners.

Section 13.5 Pennsylvania Tax Matters. The Partners acknowledge that the Partnership is subject to the Pennsylvania personal income tax under 72 P.S. § 7301 et seq. and that each Partner's share of the Partnership's income shall be subject to Pennsylvania personal income tax. The General Partner shall ensure compliance with all Pennsylvania tax withholding requirements applicable to nonresident partners.

ARTICLE XIV — DISSOLUTION AND WINDING UP

Section 14.1 Events Causing Dissolution. The Partnership shall be dissolved upon the earliest to occur of the following events, in accordance with 15 Pa.C.S. § 8691:

(a) Upon the happening of an event specified in the Certificate or this Agreement as causing dissolution;

(b) The expiration of the term of the Partnership specified in Section 2.6, if applicable;

(c) The written consent of the General Partner and a Majority in Interest of the Limited Partners;

(d) The dissociation of the General Partner, unless (i) within ninety (90) days after the dissociation, Partners owning a Majority in Interest consent to continue the business of the Partnership, and (ii) a successor General Partner is admitted within ninety (90) days;

(e) The entry of a judicial decree of dissolution under 15 Pa.C.S. § 8692 upon application by a Partner;

(f) The administrative dissolution of the Partnership by the Pennsylvania Department of State; or

(g) The occurrence of any other event that makes it unlawful for the Partnership business to be continued.

Section 14.2 Winding Up. Upon dissolution, the General Partner (or, if the General Partner is unable or unwilling to act, a liquidating trustee appointed by a Majority in Interest of the Limited Partners) shall wind up the affairs of the Partnership in accordance with 15 Pa.C.S. § 8692. The Person winding up the affairs of the Partnership (the "Liquidator") shall:

(a) Collect all debts and obligations owed to the Partnership;

(b) Liquidate the assets of the Partnership in an orderly manner;

(c) Discharge or make adequate provision for all liabilities and obligations of the Partnership; and

(d) Distribute the remaining assets to the Partners in accordance with Section 14.3.

Section 14.3 Distribution of Assets Upon Dissolution. After payment of, or adequate provision for, all debts and obligations of the Partnership, the remaining assets shall be distributed in the following order of priority:

(a) First, to the Partners in proportion to the positive balances in their respective Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods;

(b) Second, to the Partners in proportion to their respective Percentage Interests.

If the assets available for distribution are insufficient to return Capital Contributions to all Partners in full, such assets shall be distributed in proportion to the positive balances in the Partners' respective Capital Accounts.

Section 14.4 Statement of Dissolution. Upon dissolution, the General Partner (or the Liquidator) shall file a statement of dissolution with the Pennsylvania Department of State, and upon completion of winding up, shall file a statement of termination, each in accordance with the Act.

Section 14.5 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the affairs of the Partnership and the liquidation of its assets, in order to minimize any losses attendant upon such winding up.

Section 14.6 No Obligation to Restore Deficit Capital Account. Except as otherwise required by law, no Limited Partner shall be required to restore a deficit balance in such Limited Partner's Capital Account upon dissolution of the Partnership. The General Partner shall be required to restore any deficit balance in the General Partner's Capital Account within ninety (90) days after the date of dissolution or by the end of the taxable year of dissolution, whichever is later.

ARTICLE XV — BOOKS, RECORDS, AND ACCOUNTING

Section 15.1 Books and Records. The General Partner shall maintain complete and accurate books and records of the Partnership at the Partnership's principal office, including:

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

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

(c) Copies of this Agreement and all amendments hereto;

(d) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent taxable years;

(e) Copies of any financial statements of the Partnership for the three (3) most recent Fiscal Years;

(f) The books and records of the Partnership's accounts, including all Capital Account records;

(g) Minutes of any meetings of the Partners; and

(h) Any written consents of the Partners.

Section 15.2 Method of Accounting. The books and records of the Partnership shall be kept on the:

☐ Cash basis method of accounting
☐ Accrual basis method of accounting

as consistently applied and in accordance with generally accepted accounting principles or such other basis as the General Partner may determine.

Section 15.3 Financial Reports. The General Partner shall furnish to each Limited Partner the following reports:

(a) Within ninety (90) days after the close of each Fiscal Year, an annual report containing a balance sheet, an income statement, a statement of cash flows, and a statement of changes in Partners' capital;

(b) Within forty-five (45) days after the close of each calendar quarter, a quarterly financial report containing an unaudited balance sheet and income statement; and

(c) Such other reports and information as any Limited Partner may reasonably request from time to time.

Section 15.4 Audit. The financial statements of the Partnership shall be:

☐ Audited annually by an independent certified public accounting firm selected by the General Partner.
☐ Reviewed annually by an independent certified public accounting firm selected by the General Partner.
☐ Compiled annually by an independent certified public accounting firm selected by the General Partner.
☐ Not subject to any audit, review, or compilation requirement.

Section 15.5 Bank Accounts. All funds of the Partnership shall be deposited in one or more accounts at financial institutions selected by the General Partner. All withdrawals from such accounts shall be made upon such signatures as the General Partner may designate.

ARTICLE XVI — DISPUTE RESOLUTION

Section 16.1 Negotiation. The Partners shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between persons who have authority to settle the controversy. Either Partner may give the other written notice of any dispute. Within twenty (20) days after delivery of such notice, the Partners shall meet at a mutually acceptable time and place and shall attempt to resolve the dispute.

Section 16.2 Mediation. If the Partners are unable to resolve the dispute within thirty (30) days after delivery of the notice described in Section 16.1, any Partner may submit the dispute to mediation in accordance with the mediation rules of the American Arbitration Association then in effect. The mediation shall be conducted in [________________________________], Pennsylvania. The costs of mediation shall be shared equally by the parties to the dispute.

Section 16.3 Arbitration. If the dispute is not resolved through mediation within sixty (60) days after the initial request for mediation, any Partner may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall be conducted in [________________________________], Pennsylvania, before a single arbitrator (or a panel of three arbitrators if the amount in controversy exceeds $[________________________________]).

(a) The arbitrator(s) shall be selected in accordance with the rules of the American Arbitration Association.

(b) The arbitrator(s) shall apply the laws of the Commonwealth of Pennsylvania.

(c) The decision of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction, including the Court of Common Pleas of [________________________________] County, Pennsylvania.

(d) The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

Section 16.4 Provisional Remedies. Nothing in this Article XVI shall prevent any Partner from seeking provisional or equitable remedies, including temporary restraining orders, preliminary injunctions, or other equitable relief, from any court of competent jurisdiction in the Commonwealth of Pennsylvania, including the Court of Common Pleas of [________________________________] County.

ARTICLE XVII — AMENDMENTS

Section 17.1 Amendments Generally. Except as otherwise provided herein, this Agreement may be amended or modified only by a written instrument executed by the General Partner and a Majority in Interest of the Limited Partners.

Section 17.2 Amendments by General Partner. The General Partner may amend this Agreement without the consent of the Limited Partners in order to:

(a) Reflect the admission, substitution, or withdrawal of a Partner;

(b) Reflect changes in the Partners' Capital Contributions or Percentage Interests resulting from transactions permitted under this Agreement;

(c) Satisfy any requirements of the Act or applicable law;

(d) Cure any ambiguity, defect, or inconsistency in this Agreement; or

(e) Update Exhibit A to reflect current Partner information.

Section 17.3 Amendments Requiring Unanimous Consent. Notwithstanding Section 17.1, the following amendments shall require the unanimous written consent of all Partners:

(a) Any amendment that would reduce or alter any Partner's Percentage Interest or share of distributions without such Partner's consent;

(b) Any amendment that would increase any Partner's Capital Contribution obligation without such Partner's consent;

(c) Any amendment that would modify the unanimity requirements of this Section 17.3; or

(d) Any amendment that would adversely affect the limited liability of the Limited Partners.

ARTICLE XVIII — GENERAL PROVISIONS

Section 18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles, including the Pennsylvania Uniform Limited Partnership Act of 2016, 15 Pa.C.S. Chapter 86.

Section 18.2 Jurisdiction and Venue. Each Partner irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania, including the Court of Common Pleas of [________________________________] County, and the United States District Court for the [Eastern/Middle/Western] District of Pennsylvania, for any action, suit, or proceeding arising out of or relating to this Agreement.

Section 18.3 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) Upon personal delivery;

(b) One (1) business day after deposit with a nationally recognized overnight courier service;

(c) Three (3) business days after deposit in the United States mail, first class, certified or registered, postage prepaid, return receipt requested; or

(d) Upon confirmed transmission by electronic mail (with a copy sent by one of the foregoing methods within two (2) business days).

All notices shall be addressed to the Partners at the addresses set forth on Exhibit A, or at such other address as any Partner may designate in writing.

Section 18.4 Entire Agreement. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether written or oral, relating to such subject matter.

Section 18.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such holding shall not affect the validity, legality, or enforceability of any other provision of this Agreement. The remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the Partners.

Section 18.6 Waiver. No waiver of any provision of this Agreement or any right or remedy hereunder shall be effective unless in writing and signed by the waiving party. No delay or failure to exercise any right or remedy shall operate as a waiver thereof or of any other right or remedy.

Section 18.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

Section 18.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted by facsimile or PDF shall be deemed original signatures.

Section 18.9 Headings. The headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

Section 18.10 Construction. The Partners have participated jointly in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the Partners, and no presumption or burden of proof shall arise favoring or disfavoring any Partner by virtue of the authorship of any provision.

Section 18.11 Confidentiality. Each Partner agrees to keep confidential all nonpublic information relating to the business and affairs of the Partnership, except as required by law, regulation, or court order, or as necessary to enforce such Partner's rights under this Agreement.

Section 18.12 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP.

Section 18.13 Third-Party Beneficiaries. Except for the Indemnified Persons described in Article XII, this Agreement is not intended to confer any rights or remedies upon any Person other than the Partners and their respective successors and permitted assigns.

Section 18.14 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Partnership or any Partner.

Section 18.15 Further Assurances. Each Partner agrees to execute and deliver such further documents and instruments and to take such further actions as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.

ARTICLE XIX — SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have executed this Limited Partnership Agreement as of the date first written above.

GENERAL PARTNER:

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

Address:
[________________________________]
[________________________________], Pennsylvania [____]

LIMITED PARTNER(S):

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________] (if applicable)
Date: [__/__/____]

Address:
[________________________________]
[________________________________], Pennsylvania [____]

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________] (if applicable)
Date: [__/__/____]

Address:
[________________________________]
[________________________________], Pennsylvania [____]

[________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________] (if applicable)
Date: [__/__/____]

Address:
[________________________________]
[________________________________], Pennsylvania [____]

NOTARY ACKNOWLEDGMENT — COMMONWEALTH OF PENNSYLVANIA

COMMONWEALTH OF PENNSYLVANIA
COUNTY OF [________________________________]

On this [____] day of [________________________________], 20[____], before me, the undersigned notary public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) 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: [________________________________]
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

(Notary acknowledgment must comply with the Revised Uniform Law on Notarial Acts, 57 Pa.C.S. Chapter 3)

EXHIBIT A — PARTNER SCHEDULE AND CAPITAL CONTRIBUTIONS

Total Capital Contributions: $[________________________________]
Total Percentage Interests: 100%

EXHIBIT B — CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The Certificate of Limited Partnership was filed (or is to be filed) with:

Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
401 North Street, Room 206
Harrisburg, PA 17120

Filing Date: [__/__/____]
Entity Number: [________________________________]
Filing Fee: $125.00 (nonrefundable)

The Certificate of Limited Partnership includes the following information as required by 15 Pa.C.S. § 8621:

1. The name of the limited partnership: [________________________________], LP
2. The address of the registered office in Pennsylvania: [________________________________]
3. The name and address of the registered agent: [________________________________]
4. The name and address of each general partner: [________________________________]
5. Any other information the General Partner determines to include

Annual Registration Requirements: The Partnership must comply with the annual registration and reporting requirements of 15 Pa.C.S. § 111, as applicable. An initial annual report must be filed with the Pennsylvania Department of State as required by law.

EXHIBIT C — DESCRIPTION OF PARTNERSHIP BUSINESS

The Partnership has been formed for the purpose of engaging in the following business activities:

[________________________________]
[________________________________]
[________________________________]
[________________________________]
[________________________________]

EXHIBIT D — FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST

ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned assignor ("Assignor") hereby assigns, transfers, and conveys to [________________________________] ("Assignee") a [____]% Partnership Interest in [________________________________], LP, a Pennsylvania limited partnership (the "Partnership"), subject to the terms and conditions of the Limited Partnership Agreement of the Partnership dated [__/__/____], as amended (the "Agreement").

The Assignor represents and warrants that:

1. The Assignor is the lawful owner of the Partnership Interest being assigned;
2. The Partnership Interest is free and clear of all liens, claims, and encumbrances;
3. This assignment complies with all transfer restrictions set forth in the Agreement; and
4. The Assignor has obtained all necessary consents for this assignment.

The Assignee acknowledges that this assignment does not entitle the Assignee to become a substituted Limited Partner unless admitted in accordance with Article X of the Agreement.

ASSIGNOR:
Name: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

ASSIGNEE:
Name: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

ACKNOWLEDGED AND CONSENTED TO BY GENERAL PARTNER:
Name: [________________________________]
Title: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

SOURCES AND REFERENCES

• Pennsylvania Uniform Limited Partnership Act of 2016, 15 Pa.C.S. Chapter 86: www.legis.state.pa.us
• Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations: www.dos.pa.gov
• Certificate of Limited Partnership Form (Form 15-8621): PA Department of State Forms
• Pennsylvania Department of Revenue (PA-20S/65 Filing): www.revenue.pa.gov
• Internal Revenue Code, 26 U.S.C. — Partnership Provisions: www.law.cornell.edu
• Revised Uniform Law on Notarial Acts, 57 Pa.C.S. Chapter 3