Limited Partnership Agreement - State of Rhode Island

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________]

A RHODE ISLAND 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 [________________________________], [________________________________], Rhode Island [____]

LIMITED PARTNER(S):

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

(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 State of Rhode Island, pursuant to the Rhode Island Uniform Limited Partnership Act, R.I. Gen. Laws Chapter 7-13.1 (the "Act"); and

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Rhode Island Secretary of State, Business Services Division, in accordance with R.I. Gen. Laws § 7-13.1-201; and

WHEREAS, the Partners desire to establish the terms and conditions governing the formation, operation, management, and dissolution of the Partnership and to set forth their respective rights, obligations, and duties;

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 Rhode Island Uniform Limited Partnership Act, R.I. Gen. Laws Chapter 7-13.1, 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.

(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 in any court seeking reorganization, liquidation, arrangement, or the appointment of a receiver, trustee, or liquidator; (ii) the commencement 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 entry of an order for relief under the federal Bankruptcy Code.

(e) "Capital Account" means, with respect to each Partner, the account maintained for such Partner in accordance with Section 6.4 of this Agreement and the rules of Treasury Regulation § 1.704-1(b)(2)(iv).

(f) "Capital Contribution" means, with respect to each Partner, the total amount of cash and the agreed fair market value of any property (net of liabilities) contributed or agreed to be contributed to the Partnership by such Partner pursuant to R.I. Gen. Laws § 7-13.1-501.

(g) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Rhode Island Secretary of State pursuant to R.I. Gen. Laws § 7-13.1-201, 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 gross cash receipts of the Partnership less the portion thereof used to pay or establish reserves for all Partnership expenses, debt service, capital improvements, replacements, and contingencies, all as determined by the General Partner in its reasonable business judgment.

(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 admitted to the Partnership as a general partner in accordance with the Act and this Agreement, and named in the Certificate as required by R.I. Gen. Laws § 7-13.1-201.

(l) "Limited Partner" means any Person admitted to the Partnership as a limited partner in accordance with R.I. Gen. Laws § 7-13.1-301 and this Agreement.

(m) "Majority in Interest" means Partners (other than the General Partner acting in its capacity as General Partner) holding more than fifty percent (50%) of the aggregate Percentage Interests.

(n) "Net Profits" and "Net Losses" mean, for each Fiscal Year, the net income or loss of the Partnership, as determined for federal income tax purposes, with adjustments as required by this Agreement.

(o) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name on Exhibit A, as adjusted from time to time.

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

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

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

(s) "Transferable Interest" means a Partner's right to receive distributions from the Partnership, as distinct from the Partner's management and governance rights, as described in R.I. Gen. Laws § 7-13.1-701.

(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 Rhode Island Secretary of State in accordance with R.I. Gen. Laws § 7-13.1-201. The General Partner is authorized and directed to execute, deliver, and file any amendments to the Certificate and such other documents as may be required under the Act for the formation, operation, and maintenance of a limited partnership in the State of Rhode Island.

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

[________________________________], LP

The name of the Partnership must contain the phrase "limited partnership" or the abbreviation "LP" or "L.P." as required by R.I. Gen. Laws § 7-13.1-108. The Partnership may conduct business under a trade name or fictitious name as determined by the General Partner, provided that all applicable name registration requirements are satisfied.

Section 2.3 Registered Agent and Office. The Partnership shall continuously maintain a registered agent and registered office in the State of Rhode Island, as required by R.I. Gen. Laws § 7-13.1-114.

The initial registered agent shall be: [________________________________]

The initial registered office shall be at:
[________________________________]
[________________________________], Rhode Island [____]

The General Partner may change the registered agent or registered office from time to time by filing the appropriate notice with the Rhode Island Secretary of State.

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

[________________________________]
[________________________________], Rhode Island [____]

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.

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, and to exercise all powers granted to limited partnerships under the Act and the laws of the State of Rhode Island.

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

☐ 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 qualify the Partnership to conduct business in any other state or jurisdiction where it is required or desirable to do so and to execute any necessary documents 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.

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 maintained on Exhibit A. The General Partner shall update Exhibit A to reflect any changes.

ARTICLE IV — MANAGEMENT AND OPERATIONS

Section 4.1 Management by General Partner. Pursuant to R.I. Gen. Laws § 7-13.1-406, the business and affairs of the Partnership shall be managed exclusively by the General Partner, who shall have full, complete, and exclusive authority to manage and control the Partnership and to take all actions that the General Partner deems necessary or appropriate in furtherance of the Partnership's business.

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 of every kind;

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

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

(d) Open bank accounts, investment accounts, and brokerage accounts in the Partnership's name;

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

(f) Commence, prosecute, defend, settle, and compromise legal proceedings;

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

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

(i) Obtain and maintain insurance as the General Partner deems appropriate;

(j) Prepare and file all tax returns, reports, and other documents;

(k) Execute and deliver documents and instruments on behalf of the Partnership; and

(l) Take all other actions customary or reasonably related to the foregoing.

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

(a) Sale, exchange, lease, mortgage, pledge, or other disposition of all or substantially all Partnership assets;

(b) Merger, consolidation, or conversion of the Partnership;

(c) Admission of a new General Partner;

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

(e) Any single transaction or series of related transactions involving expenditures exceeding $[________________________________];

(f) Filing a voluntary petition in bankruptcy or making 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 arm's-length terms;

(h) Issuance of additional Partnership Interests; and

(i) Voluntary 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 of the Partnership as is reasonably necessary;

(b) Maintain books and records in accordance with Article XV;

(c) File the Certificate and all required amendments with the Rhode Island Secretary of State;

(d) File all annual reports and other documents required by the State of Rhode Island, including annual reports as required under the Act;

(e) Prepare and file all federal, state, and local tax returns;

(f) Maintain appropriate insurance; and

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

Section 4.5 Standard of Care. The General Partner owes to the Partnership and the other Partners the duties of loyalty and care set forth in R.I. Gen. Laws §§ 7-13.1-408 and 7-13.1-409. The duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law. To the extent permitted by the Act, the partnership agreement may alter or eliminate any aspect of the duty of loyalty, except the obligation to account to the Partnership for any property, profit, or benefit derived in the conduct of Partnership business or from a use of Partnership property.

Section 4.6 Compensation of General Partner. The General Partner shall be entitled to receive:

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

(b) Reimbursement for all reasonable out-of-pocket expenses incurred in connection with Partnership business, upon submission of appropriate documentation.

Such fees and reimbursements shall be treated as guaranteed payments under Section 707(c) of the Code.

Section 4.7 Other Business Activities. The General Partner and its Affiliates may engage in other business activities, whether or not similar to the Partnership's business, without any obligation to present any business opportunity to the Partnership. The doctrine of corporate opportunity shall not apply to the General Partner, except to the extent that the Act otherwise requires.

Section 4.8 Delegation. The General Partner may delegate any of its powers and duties to one or more Persons, but shall remain responsible for the performance of any delegated duties.

ARTICLE V — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 5.1 No Management Participation. Pursuant to R.I. Gen. Laws § 7-13.1-302, no Limited Partner shall have the right or power, in its capacity as a Limited Partner, to act for or bind the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, except as expressly provided in this Agreement or as permitted by the Act.

Section 5.2 Limited Liability. In accordance with the Act, a Limited Partner shall not be personally liable for any obligation of the Partnership solely by reason of being a Limited Partner, even if the Limited Partner participates in the management and control of the Partnership. The obligations of a Limited Partner to make Capital Contributions are set forth in Article VI.

Section 5.3 Voting Rights. Each Limited Partner shall be entitled to vote on matters requiring the consent of the Limited Partners as set forth in this Agreement. Each Limited Partner shall have one vote for each percentage point (or fraction thereof) of such Limited Partner's Percentage Interest.

Section 5.4 Right to Information. Each Limited Partner shall have the right to obtain from the Partnership the information and records specified in R.I. Gen. Laws § 7-13.1-304, including:

(a) The right to inspect and copy Partnership records during regular business hours upon reasonable request;

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

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

(d) A Schedule K-1 (or successor form) within the time required by law; and

(e) Such other information concerning the Partnership's business and affairs as is just and reasonable.

Section 5.5 No Withdrawal. No Limited Partner may withdraw from the Partnership prior to dissolution and winding up, except as provided in Article XI.

Section 5.6 Liability for Wrongful Distributions. Pursuant to R.I. Gen. Laws § 7-13.1-509, a Limited Partner who receives a distribution knowing that the distribution violated R.I. Gen. Laws § 7-13.1-508 may be required to return such distribution.

ARTICLE VI — CAPITAL CONTRIBUTIONS

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

Section 6.2 Additional Capital Contributions.

(a) No Partner shall be required to make any additional 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 required or permitted, the General Partner may, upon not less than thirty (30) days' prior written notice, request additional contributions from the Partners in proportion to their Percentage Interests.

(c) Pursuant to R.I. Gen. Laws § 7-13.1-502, a Partner's obligation to make a Capital Contribution is not excused by the Partner's death, disability, dissolution, or other inability to perform personally. If a Partner fails to make a required additional Capital Contribution, the General Partner may:

(i) Treat the failure as a breach of this Agreement and pursue remedies available at law or equity;

(ii) Permit other Partners to contribute the defaulting Partner's share, with corresponding Percentage Interest adjustments;

(iii) Treat the unpaid amount as a loan from the Partnership at [____]% per annum interest; or

(iv) Reduce the defaulting Partner's Percentage Interest proportionally.

Section 6.3 No Interest on Capital Contributions. No Partner shall be entitled to interest on any 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 Treasury Regulation § 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Increased by: (i) cash contributed; (ii) the fair market value of property contributed (net of liabilities); and (iii) allocations of Net Profits and items of income or gain;

(b) Decreased by: (i) cash distributed; (ii) the fair market value of property distributed (net of liabilities); (iii) allocations of Net Losses and items of deduction or loss; and (iv) expenditures described in Code § 705(a)(2)(B).

Section 6.5 Return of Capital. No Partner shall have the right to demand the return of any Capital Contribution except upon dissolution of the Partnership or as expressly provided herein. No Partner shall receive any interest, salary, or drawing with respect to Capital Contributions or Capital Accounts, except as otherwise provided in this Agreement.

Section 6.6 Form of Contribution. Pursuant to R.I. Gen. Laws § 7-13.1-501, a contribution may consist of property transferred to, services performed for, or another benefit provided to the Partnership, or an agreement to transfer property, perform services, or provide another benefit. The fair market value of non-cash contributions shall be determined by agreement of the Partners or by independent appraisal.

ARTICLE VII — ALLOCATIONS OF PROFITS AND LOSSES

Section 7.1 Allocation of Net Profits. After giving effect to the special allocations in Sections 7.3 and 7.4, Net Profits for each Fiscal Year 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 in Sections 7.3 and 7.4, Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided that no Net Loss allocation shall be made to any Limited Partner to the extent it would cause or increase a deficit balance in such Limited Partner's Capital Account beyond any amount such Limited Partner is obligated or deemed obligated to restore under Treasury Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5). Any excess Net Losses shall be allocated to the General Partner.

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

(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 Regulation § 1.704-2(f).

(b) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Fiscal Year, each Partner who has a share of such Minimum Gain shall be allocated items of income and gain as required by Treasury Regulation § 1.704-2(i)(4).

(c) Qualified Income Offset. If any Limited Partner unexpectedly receives an 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 eliminate such Limited Partner's Adjusted Capital Account Deficit as quickly as possible.

(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated among the Partners in proportion to their Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions shall be allocated to the Partner who bears the economic risk of loss with respect to the related nonrecourse debt.

Section 7.4 Curative Allocations. The General Partner is authorized to make offsetting allocations so that the net amount of allocations to each Partner approximates the amount that would have been allocated absent the Regulatory Allocations in Section 7.3.

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 "book" item, except as required by Code § 704(c) and Treasury Regulation § 1.704-1(b)(4)(i).

Section 7.6 Allocation Period. If there is a change in any Partner's Percentage Interest during a Fiscal Year, allocations shall be made using any permissible method under Code § 706(d) as selected by the General Partner.

ARTICLE VIII — DISTRIBUTIONS

Section 8.1 Distributions of Distributable Cash. The General Partner shall determine the amount and timing of distributions. Distributions of Distributable Cash shall be made to the Partners in proportion to their Percentage Interests unless otherwise provided herein.

Section 8.2 Frequency of Distributions. Distributions shall be made:

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

Section 8.3 Tax Distributions. Within ninety (90) days after the close of each Fiscal Year, the Partnership shall distribute to each Partner an amount sufficient to cover such Partner's estimated federal and state income tax liability attributable to the Partnership's taxable income for such year, calculated at the highest applicable marginal rate. Tax Distributions are advances against future distributions under Section 8.1.

Section 8.4 Limitations on Distributions. Pursuant to R.I. Gen. Laws § 7-13.1-508, no distribution shall be made if, after giving effect thereto:

(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 plus the amount that would be needed to satisfy any preferential rights of Partners superior to those of the Partner receiving the distribution.

Section 8.5 Distributions in Kind. No Partner shall demand distributions in kind except with the consent of the General Partner. In-kind distributions shall be valued at fair market value.

Section 8.6 Withholding. The Partnership may withhold from distributions amounts required under federal, state, or local tax law. Withheld amounts shall be treated as distributed to the applicable Partner.

ARTICLE IX — TRANSFER OF PARTNERSHIP INTERESTS

Section 9.1 Restrictions on Transfer. Pursuant to R.I. Gen. Laws § 7-13.1-701, a transfer of a Partner's transferable interest in the Partnership is permissible, but does not entitle the transferee to participate in the management or conduct of the Partnership's activities or to access information concerning Partnership transactions. Any purported Transfer in violation of this Article IX shall be void.

Section 9.2 Transfers by Limited Partners. A Limited Partner may Transfer all or any portion of such Limited Partner's Transferable 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 in writing, which consent shall not be unreasonably withheld;

(c) The transferee executes a written instrument agreeing to be bound by this Agreement;

(d) The Transfer would not cause the Partnership to be treated as a publicly traded partnership under Code § 7704;

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

(f) The Transfer would not result in a termination of the Partnership under applicable tax law; and

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

Section 9.3 Right of First Refusal. Before any Limited Partner may Transfer a Transferable Interest to a third party (other than a Permitted Transfer):

(a) The transferring Limited Partner shall deliver an Offer Notice to the General Partner specifying the Interest to be transferred, the proposed transferee, and the material terms including price;

(b) The Partnership shall have thirty (30) days to elect to purchase all of the offered Interest;

(c) If the Partnership does not exercise its option, the remaining Partners shall have an additional thirty (30) days to purchase the offered Interest pro rata; and

(d) If neither the Partnership nor the remaining Partners exercise their options, the transferring Partner may complete the Transfer to the proposed transferee within ninety (90) days on terms no more favorable than those in the Offer Notice.

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

Section 9.5 Permitted Transfers. The following Transfers are permitted without General Partner consent, subject to compliance with Sections 9.2(c) through (f):

(a) Transfers to a revocable trust for estate planning purposes where the Partner is trustee or co-trustee;

(b) Transfers to a Partner's spouse, children, grandchildren, or siblings, or to trusts for their benefit;

(c) Transfers by an entity Partner to an Affiliate; and

(d) Transfers by operation of law upon death or incapacity.

Section 9.6 Admission as Substituted Partner. Pursuant to R.I. Gen. Laws § 7-13.1-702, a transferee of a Transferable Interest may become a Partner only if the General Partner consents. Until admitted as a Partner, the transferee has only the rights of a transferee under the Act, which is limited to the right to receive distributions.

ARTICLE X — ADMISSION OF NEW PARTNERS

Section 10.1 Admission of New Limited Partners. New Limited Partners may be admitted only with the consent of the General Partner, upon such terms as the General Partner may determine. Existing Limited Partner consent is not required unless the admission would materially and adversely affect their rights.

Section 10.2 Admission of New General Partner. A new General Partner may be admitted only with the prior written consent of a Majority in Interest of the Limited Partners, in accordance with R.I. Gen. Laws § 7-13.1-401.

Section 10.3 Conditions to Admission. Each new Partner shall:

(a) Execute a counterpart of this Agreement or instrument of adherence;

(b) Make the required Capital Contribution;

(c) Provide requested representations and warranties; and

(d) Pay all expenses incurred by the Partnership in connection with the admission.

Section 10.4 Amendment of Records. Upon admission of a new Partner, the General Partner shall update Exhibit A and, if required, file an amendment to the Certificate with the Rhode Island Secretary of State.

ARTICLE XI — WITHDRAWAL AND DISSOCIATION

Section 11.1 Dissociation of Limited Partner. A person is dissociated as a Limited Partner upon the occurrence of any event specified in R.I. Gen. Laws § 7-13.1-601, including:

(a) The Partnership's receipt of notice of the Limited Partner's express will to withdraw on a date specified in the notice, which date may not be earlier than the date of the notice;

(b) An event agreed to in the partnership agreement as causing the person's dissociation;

(c) The Limited Partner's expulsion pursuant to the partnership agreement;

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

(e) A judicial order of expulsion under R.I. Gen. Laws § 7-13.1-601(5);

(f) The death of the Limited Partner (if a natural person); or

(g) The dissolution or termination of the Limited Partner (if an entity).

Upon any permitted dissociation, the dissociated Limited Partner shall be entitled to receive the fair market value of such Partner's Interest, determined as of the date of dissociation, payable within [____] days or in [____] equal installments over [____] months, at the General Partner's election.

Section 11.2 Dissociation of General Partner. A person is dissociated as a General Partner upon the occurrence of any event specified in R.I. Gen. Laws § 7-13.1-603, including:

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

(b) Removal by unanimous consent of all Limited Partners;

(c) Removal by judicial order;

(d) Bankruptcy of the General Partner;

(e) Death or incapacity (if a natural person); or

(f) Dissolution or termination (if an entity).

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

(a) Within ninety (90) days, a Majority in Interest of the Limited Partners consent to continue the business; and

(b) A successor General Partner is admitted within ninety (90) days.

Section 11.4 Buyout Upon Dissociation. A dissociated Partner shall be entitled to the fair market value of such Partner's Interest, determined as of the date of dissociation. Payment shall be made within [____] days or in installments as agreed upon by the parties. Interest shall accrue on any unpaid balance at the rate of [____]% per annum from the date of dissociation.

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, employees, agents, and Affiliates (each, an "Indemnified Person") from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or in connection with the management, operation, or business of the Partnership, to the fullest extent permitted by the Act; provided that no Indemnified Person shall be indemnified for Losses resulting from:

(a) Fraud, willful misconduct, or gross negligence;

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

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

Section 12.2 Advancement of Expenses. The Partnership shall advance reasonable expenses to Indemnified Persons in connection with any proceeding, upon receipt of an undertaking to repay if it is ultimately determined that indemnification is not warranted.

Section 12.3 Limitation of Liability of General Partner. The General Partner shall not be liable for Losses arising from good-faith acts or omissions reasonably believed to be in the Partnership's best interests, except for Losses resulting from fraud, willful misconduct, gross negligence, or knowing violation of law.

Section 12.4 Limitation of Liability of Limited Partners. In accordance with the Act, no Limited Partner shall be personally liable for any obligation of the Partnership solely by reason of being a Limited Partner. A Limited Partner's liability shall be limited to such Partner's Capital Contribution and any additional amounts agreed to be contributed.

Section 12.5 Insurance. The General Partner may obtain insurance on behalf of any Indemnified Person against any liability asserted against such person.

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. No Partner shall take any action inconsistent with such classification. The General Partner shall not file an election to classify the Partnership as a corporation without all Partners' written consent.

Section 13.2 Partnership Representative. The General Partner (or its designee) shall serve as the "partnership representative" under Code § 6223. The Partnership Representative shall have all powers granted under the Code, including the authority to:

(a) Bind the Partnership and Partners in federal tax matters;

(b) Negotiate and settle with the IRS;

(c) Extend the statute of limitations;

(d) File administrative adjustment requests; and

(e) Make the push-out election under Code § 6226.

Section 13.3 Tax Returns. The General Partner shall prepare and timely file all required federal, state, and local tax returns and furnish each Partner a Schedule K-1 within the time required by law. The Partnership shall file all Rhode Island tax returns required by the Rhode Island Division of Taxation, including the RI-1065 Partnership Return or any successor form.

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

Section 13.5 Rhode Island Tax Matters. The Partnership is subject to Rhode Island tax reporting requirements under R.I. Gen. Laws Title 44 (Taxation). The General Partner shall ensure compliance with all Rhode Island withholding requirements applicable to nonresident partners under R.I. Gen. Laws § 44-11-2.2 and related provisions.

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, in accordance with R.I. Gen. Laws § 7-13.1-801:

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

(b) The consent of all Partners;

(c) After the dissociation of a person as a General Partner, the consent within ninety (90) days of the dissociation of Partners owning a majority of the rights to receive distributions, and the failure to appoint a successor General Partner;

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

(e) Entry of a judicial decree of dissolution; or

(f) Administrative dissolution by the Rhode Island Secretary of State.

Section 14.2 Winding Up. Upon dissolution, the General Partner (or a liquidating trustee appointed by a Majority in Interest of the Limited Partners) shall wind up Partnership affairs in accordance with R.I. Gen. Laws § 7-13.1-802. The Liquidator shall:

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

(b) Liquidate Partnership assets in an orderly manner;

(c) Discharge or provide for all liabilities and obligations; and

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

Section 14.3 Distribution of Assets Upon Dissolution. After paying or providing for all debts and obligations:

(a) First, to Partners in proportion to positive Capital Account balances, after all final allocations;

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

Section 14.4 Statement of Dissolution and Termination. Upon dissolution, the Liquidator shall file a statement of dissolution with the Rhode Island Secretary of State. Upon completion of winding up, the Liquidator 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 orderly winding up to minimize losses.

Section 14.6 Deficit Capital Account Balance. No Limited Partner shall be required to restore a deficit Capital Account balance upon dissolution. The General Partner shall restore any deficit Capital Account balance within ninety (90) days after 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 at the Partnership's principal office, as required by R.I. Gen. Laws § 7-13.1-111:

(a) A current list of each Partner's name and last known address;

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

(c) This Agreement and all amendments;

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

(e) Financial statements for the three (3) most recent Fiscal Years;

(f) All Capital Account records;

(g) Minutes of Partner meetings; and

(h) Written consents of Partners.

Section 15.2 Method of Accounting. Books and records 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 determines.

Section 15.3 Financial Reports. The General Partner shall provide:

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

(b) Within forty-five (45) days after each calendar quarter, an unaudited quarterly financial report; and

(c) Such other reports as any Limited Partner may reasonably request.

Section 15.4 Audit. The financial statements shall be:

☐ Audited annually by an independent CPA firm selected by the General Partner.
☐ Reviewed annually by an independent CPA firm selected by the General Partner.
☐ Compiled annually by an independent CPA firm selected by the General Partner.
☐ Not subject to audit, review, or compilation requirements.

Section 15.5 Bank Accounts. Partnership funds shall be deposited in accounts at financial institutions selected by the General Partner. Withdrawals shall be made upon signatures designated by the General Partner.

ARTICLE XVI — DISPUTE RESOLUTION

Section 16.1 Negotiation. The Partners shall first attempt to resolve any dispute by good-faith negotiation. Any Partner may give written notice of a dispute, and the Partners shall meet within twenty (20) days to attempt resolution.

Section 16.2 Mediation. If negotiation fails within thirty (30) days, any Partner may submit the dispute to mediation under the rules of the American Arbitration Association. Mediation shall be conducted in [________________________________], Rhode Island. Costs shall be shared equally.

Section 16.3 Arbitration. If mediation fails within sixty (60) days, any Partner may submit the dispute to binding arbitration under AAA rules, to be conducted in [________________________________], Rhode Island, before a single arbitrator (or three arbitrators if the amount in controversy exceeds $[________________________________]).

(a) The arbitrator(s) shall apply Rhode Island law.

(b) The decision shall be final and binding and enforceable in any court of competent jurisdiction, including the Rhode Island Superior Court for [________________________________] County.

(c) The prevailing party shall recover reasonable attorneys' fees and costs.

Section 16.4 Provisional Remedies. Nothing herein prevents any Partner from seeking provisional or equitable remedies from any court of competent jurisdiction in Rhode Island, including the Rhode Island Superior Court.

ARTICLE XVII — AMENDMENTS

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

Section 17.2 Amendments by General Partner. The General Partner may amend this Agreement without Limited Partner consent to:

(a) Reflect admission, substitution, or withdrawal of Partners;

(b) Reflect changes in Capital Contributions or Percentage Interests;

(c) Comply with the Act or applicable law;

(d) Cure ambiguities, defects, or inconsistencies; or

(e) Update Exhibit A.

Section 17.3 Unanimous Consent Required. The following amendments require unanimous written consent of all Partners:

(a) Reduction or alteration of any Partner's Percentage Interest or distributions;

(b) Increase of any Partner's Capital Contribution obligation;

(c) Modification of this Section 17.3; or

(d) Any amendment adversely affecting 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 State of Rhode Island, including the Rhode Island Uniform Limited Partnership Act, R.I. Gen. Laws Chapter 7-13.1, without regard to conflict of laws principles.

Section 18.2 Jurisdiction and Venue. Each Partner irrevocably submits to the exclusive jurisdiction of the courts of the State of Rhode Island, including the Rhode Island Superior Court for [________________________________] County, and the United States District Court for the District of Rhode Island.

Section 18.3 Notices. All notices shall be in writing and deemed given:

(a) Upon personal delivery;

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

(c) Three (3) business days after mailing by certified mail, return receipt requested; or

(d) Upon confirmed electronic mail transmission (with follow-up by another method within two (2) business days).

Notices shall be addressed to Partners at the addresses on Exhibit A or at such other addresses as designated in writing.

Section 18.4 Entire Agreement. This Agreement, with all exhibits, constitutes the entire agreement among the Partners regarding its subject matter and supersedes all prior agreements, negotiations, and understandings.

Section 18.5 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid while preserving the Partners' intent.

Section 18.6 Waiver. No waiver shall be effective unless in writing and signed by the waiving party. No delay in exercising any right shall constitute a waiver.

Section 18.7 Binding Effect. This Agreement shall bind and inure to the benefit of the Partners and their heirs, executors, administrators, successors, and permitted assigns.

Section 18.8 Counterparts. This Agreement may be executed in counterparts, each an original, all together constituting one instrument. Electronic signatures shall be deemed originals.

Section 18.9 Headings. Headings are for convenience only and shall not affect interpretation.

Section 18.10 Construction. This Agreement shall be construed as if jointly drafted, with no presumption favoring or disfavoring any Partner.

Section 18.11 Confidentiality. Each Partner shall keep confidential all nonpublic Partnership information, except as required by law or to enforce rights under this Agreement.

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

Section 18.13 Third-Party Beneficiaries. Except for Indemnified Persons under Article XII, this Agreement confers no rights on any Person other than the Partners.

Section 18.14 Creditors. No provision 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 as may be reasonably necessary to carry out this Agreement.

ARTICLE XIX — SIGNATURE PAGE

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

GENERAL PARTNER:

[________________________________]

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

Address:
[________________________________]
[________________________________], Rhode Island [____]

LIMITED PARTNER(S):

[________________________________]

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

Address:
[________________________________]
[________________________________], Rhode Island [____]

[________________________________]

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

Address:
[________________________________]
[________________________________], Rhode Island [____]

[________________________________]

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

Address:
[________________________________]
[________________________________], Rhode Island [____]

NOTARY ACKNOWLEDGMENT — STATE OF RHODE ISLAND

STATE OF RHODE ISLAND
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: [__/__/____]
Registration Number: [________________________________]

[NOTARIAL SEAL]

(Notary acknowledgment must comply with R.I. Gen. Laws Chapter 42-30.1, Revised Uniform Law on Notarial Acts)

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:

Rhode Island Secretary of State
Business Services Division
148 West River Street
Providence, RI 02904

Filing Date: [__/__/____]
Entity Number: [________________________________]
Filing Fee: $100.00

The Certificate of Limited Partnership contains the following information as required by R.I. Gen. Laws § 7-13.1-201:

1. The name of the limited partnership: [________________________________], LP
2. The street and mailing address of the initial principal office
3. The name and street and mailing address of the initial registered agent
4. The name and street and mailing address of each general partner
5. Whether the limited partnership is a limited liability limited partnership
6. Any additional information determined by the partners

Annual Report Requirements: The Partnership must file annual reports with the Rhode Island Secretary of State as required under the Act. The annual report filing fee is set by the Secretary of State.

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 TRANSFERABLE INTEREST

ASSIGNMENT OF TRANSFERABLE INTEREST IN LIMITED PARTNERSHIP

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

The Assignor represents and warrants that:

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

The Assignee acknowledges that, pursuant to R.I. Gen. Laws § 7-13.1-702, this assignment does not entitle the Assignee to become a substituted 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

• Rhode Island Uniform Limited Partnership Act, R.I. Gen. Laws Chapter 7-13.1: webserver.rilegislature.gov
• Rhode Island Secretary of State, Business Services Division: www.sos.ri.gov
• Certificate of Limited Partnership Form: Rhode Island Secretary of State
• Rhode Island Division of Taxation: tax.ri.gov
• Internal Revenue Code, 26 U.S.C. — Partnership Provisions
• Rhode Island Revised Uniform Law on Notarial Acts, R.I. Gen. Laws Chapter 42-30.1