Partnership Agreement - Limited (Virginia)

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________] L.P.

A Commonwealth of Virginia Limited Partnership

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THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, pursuant to the Virginia Revised Uniform Limited Partnership Act, Va. Code Ann. § 50-73.1 et seq. (the "Act").

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TABLE OF CONTENTS

1. Recitals and Formation
2. Definitions
3. Partnership Purpose and Business
4. Partners -- General and Limited
5. Capital Contributions
6. Allocations and Distributions
7. Management and Voting Rights
8. Rights and Obligations of General Partner
9. Rights and Obligations of Limited Partners
10. Transfer of Partnership Interests
11. Admission of New Partners
12. Withdrawal and Dissociation
13. Dissolution and Winding Up
14. Books, Records, and Accounting
15. Tax Matters
16. Indemnification and Liability
17. Dispute Resolution
18. Amendments
19. General Provisions
20. Signature Blocks

Exhibits:

• Exhibit A: Capital Contribution Schedule
• Exhibit B: Certificate of Limited Partnership Reference
• Exhibit C: Form of Assignment of Partnership Interest

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ARTICLE 1: RECITALS AND FORMATION

Section 1.1 Recitals

WHEREAS, the parties desire to form a limited partnership under the laws of the Commonwealth of Virginia for the purposes described herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Virginia State Corporation Commission (the "SCC") pursuant to Va. Code Ann. § 50-73.11;

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the Partnership and each other;

WHEREAS, the General Partner and the Limited Partners desire to enter into this Agreement to govern the affairs of the Partnership and the conduct of its business;

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

Section 1.2 Formation

The Partnership has been formed as a limited partnership under the Act by the filing of a Certificate of Limited Partnership with the Virginia State Corporation Commission on [__/__/____] (the "Formation Date"), in accordance with Va. Code Ann. § 50-73.11.

Section 1.3 Name

The name of the Partnership is [________________________________] L.P. (the "Partnership"). The General Partner may change the name of the Partnership in compliance with Va. Code Ann. § 50-73.2, provided that the name shall contain the words "limited partnership" or the abbreviation "L.P." or "LP" (without periods between the letters) and shall be distinguishable upon the records of the SCC from every other entity name on file.

Section 1.4 Registered Agent and Registered Office

(a) The Partnership's registered agent in the Commonwealth of Virginia is:

Name: [________________________________]

(b) The registered office address is:

Street Address: [________________________________]

City: [________________________________], Virginia [____]

(c) The registered agent and registered office may be changed by the General Partner by filing the appropriate document with the SCC in accordance with Va. Code Ann. § 50-73.4. The registered office must be located in Virginia and the registered agent must be either an individual who is a resident of Virginia and whose business office is identical to the registered office, or a domestic or foreign corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia.

Section 1.5 Principal Place of Business

The principal place of business of the Partnership is located at:

[________________________________]

[________________________________]

[________________________________], Virginia [____]

The General Partner may change the principal place of business upon written notice to all Partners.

Section 1.6 Term

The Partnership shall commence on the Formation Date and shall continue in perpetuity unless dissolved and wound up in accordance with Article 13 of this Agreement or as otherwise required by the Act.

Section 1.7 Certificate of Limited Partnership

(a) The General Partner shall execute, file, and record such certificates and documents, including amendments to the Certificate of Limited Partnership filed with the SCC, as may be required under the Act or any other applicable law.

(b) Each Limited Partner hereby irrevocably constitutes and appoints the General Partner as the Limited Partner's attorney-in-fact for the execution, acknowledgment, and filing of such certificates and documents.

(c) The Certificate of Limited Partnership shall be amended in accordance with Va. Code Ann. § 50-73.12 whenever required by the Act, including upon the admission or withdrawal of a General Partner or upon a change of the Partnership name.

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ARTICLE 2: DEFINITIONS

Section 2.1 Defined Terms

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

"Act" means the Virginia Revised Uniform Limited Partnership Act, Va. Code Ann. § 50-73.1 et seq., as amended from time to time.

"Additional Capital Contribution" means any Capital Contribution made by a Partner to the Partnership after such Partner's Initial Capital Contribution.

"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account balance as of the end of the relevant Fiscal Year, after giving effect to (a) credit adjustments for items described in Treasury Regulation § 1.704-1(b)(2)(ii)(d), and (b) debit adjustments for items described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

"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.

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

"Bankruptcy" means, with respect to any Person, (a) the filing of a voluntary petition under the federal bankruptcy laws or any state insolvency law, (b) the filing of an involuntary petition against such Person under the federal bankruptcy laws that is not dismissed within ninety (90) days, (c) the appointment of a receiver or trustee for all or substantially all of such Person's property, or (d) the making of a general assignment for the benefit of creditors.

"Capital Account" means the separate capital account maintained for each Partner in accordance with Section 5.4 and the provisions of Treasury Regulation § 1.704-1(b)(2)(iv).

"Capital Contribution" means the total amount of cash and the fair market value of any property contributed to the Partnership by a Partner.

"Certificate" means the Certificate of Limited Partnership filed with the Virginia State Corporation Commission pursuant to Va. Code Ann. § 50-73.11.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Distributable Cash" means all cash received by the Partnership from Partnership operations, less amounts set aside for payment of operating expenses, debt service, capital improvements, reserves, and other amounts deemed necessary or appropriate by the General Partner.

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

"Economic Interest" means a Partner's share of the Partnership's profits, losses, and distributions, without any right to participate in the management or affairs of the Partnership.

"Effective Date" means the date first written above.

"Fiscal Year" means the taxable year of the Partnership, which shall be the calendar year unless otherwise required by the Code.

"General Partner" means any Person designated as a general partner in this Agreement and any Person admitted as an additional or successor General Partner pursuant to the terms hereof, in each case in such Person's capacity as a general partner.

"Initial Capital Contribution" means the Capital Contribution made by each Partner upon execution of this Agreement or upon admission to the Partnership, as set forth on Exhibit A.

"Interest" or "Partnership Interest" means a Partner's entire interest in the Partnership, including the Partner's right to receive distributions and allocations and any rights to participate in the management and affairs of the Partnership.

"Limited Partner" means any Person designated as a limited partner in this Agreement and any Person admitted as an additional or substitute limited partner pursuant to the terms hereof, in each case in such Person's capacity as a limited partner.

"Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Partnership Interests.

"Net Profits" and "Net Losses" mean, for each Fiscal Year, the Partnership's taxable income or loss determined in accordance with Code Section 703(a), with appropriate adjustments.

"Partner" means a General Partner or a Limited Partner, as the context requires.

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

"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 in accordance with this Agreement.

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

"SCC" means the Virginia State Corporation Commission.

"Transferable Interest" means a Partner's right to receive distributions from the Partnership, as described in Va. Code Ann. § 50-73.41.

"Treasury Regulations" means the federal income tax regulations promulgated under the Code, as amended from time to time.

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ARTICLE 3: PARTNERSHIP PURPOSE AND BUSINESS

Section 3.1 Purpose

The purpose of the Partnership is to:

[________________________________]

[________________________________]

and to engage in any and all activities necessary, incidental, or related thereto, as permitted under Va. Code Ann. § 50-73.7 and any other lawful business purpose permitted under the Act.

Section 3.2 Powers

The Partnership shall have the power and authority to do all things necessary, appropriate, or advisable to carry out the purposes of the Partnership, including, without limitation:

(a) To acquire, hold, own, manage, develop, improve, sell, lease, exchange, transfer, encumber, and otherwise deal in and with real and personal property of every kind and description;

(b) To borrow money, issue evidences of indebtedness, and secure the same by mortgage, pledge, or other encumbrance of the Partnership's assets;

(c) To enter into, perform, and carry out contracts, agreements, and other undertakings;

(d) To employ agents, employees, independent contractors, accountants, attorneys, and other professionals;

(e) To open and maintain bank accounts and invest Partnership funds;

(f) To bring and defend actions and proceedings at law or in equity in any court within the Commonwealth of Virginia or elsewhere;

(g) To obtain insurance on behalf of the Partnership and its Partners;

(h) To make distributions to Partners in accordance with this Agreement; and

(i) To take all other actions as may be necessary, appropriate, or advisable to carry out the Partnership's purposes.

Section 3.3 Limitations on Partnership Activities

The Partnership shall not:

(a) Engage in any activity that would cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes;

(b) Engage in any activity that would be inconsistent with the stated purpose of the Partnership without the prior written consent of the General Partner and a Majority in Interest of the Limited Partners; or

(c) Engage in any activity prohibited by law or in violation of the Act.

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ARTICLE 4: PARTNERS -- GENERAL AND LIMITED

Section 4.1 General Partner

The following Person is the General Partner of the Partnership:

Name	Address	Entity Type	State/Commonwealth of Organization
[________________________________]	[________________________________]	[____]	[____]

Section 4.2 Limited Partners

The following Persons are the Limited Partners of the Partnership:

Name	Address	Entity Type	State/Commonwealth of Organization
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]
[________________________________]	[________________________________]	[____]	[____]

Section 4.3 Summary of Partnership Interests

Partner	Type	Initial Capital Contribution	Percentage Interest
[________________________________]	General Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
[________________________________]	Limited Partner	$[________________________________]	[____]%
TOTAL		$[________________________________]	100%

Section 4.4 Representations and Warranties of Partners

Each Partner represents and warrants to the Partnership and to each other Partner that:

(a) Such Partner has the legal capacity, power, and authority to execute, deliver, and perform this Agreement;

(b) The execution, delivery, and performance of this Agreement by such Partner does not violate any law, regulation, order, judgment, or agreement binding upon such Partner;

(c) This Agreement constitutes a legal, valid, and binding obligation of such Partner, enforceable in accordance with its terms;

(d) Such Partner is acquiring its Partnership Interest for investment purposes only and not with a view to distribution or resale in violation of applicable securities laws;

(e) Such Partner has had the opportunity to obtain independent legal and tax advice regarding this Agreement and the transactions contemplated hereby;

(f) If such Partner is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; and

(g) Such Partner is not in violation of any applicable federal or Virginia securities laws with respect to the acquisition of the Partnership Interest.

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ARTICLE 5: CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions

Each Partner shall make an Initial Capital Contribution to the Partnership in the amount and form set forth on Exhibit A. Initial Capital Contributions shall be made on or before the Effective Date, or at such other time as the General Partner may specify in writing.

Section 5.2 Additional Capital Contributions

(a) No Partner shall be required to make any Additional Capital Contribution to the Partnership except as follows:

☐ No Additional Capital Contributions shall be required.

☐ Additional Capital Contributions may be required upon a Capital Call as described in Section 5.3.

☐ Additional Capital Contributions shall be made as follows: [________________________________]

(b) Any Additional Capital Contribution shall be made in proportion to each Partner's Percentage Interest unless otherwise agreed by all Partners in writing.

(c) A Limited Partner's failure to make a required Additional Capital Contribution shall be subject to the default provisions set forth in Section 5.3(d).

Section 5.3 Capital Calls

(a) The General Partner may issue written notice to all Partners requiring Additional Capital Contributions (a "Capital Call") if the General Partner determines in good faith that additional capital is necessary or advisable for the Partnership's business.

(b) Each Capital Call notice shall specify: (i) the aggregate amount of the Capital Call; (ii) each Partner's pro rata share; (iii) the purpose of the Capital Call; and (iv) the date by which the Capital Contribution must be made, which shall not be less than thirty (30) days from the date of the notice.

(c) A Capital Call shall require the prior written consent of:

☐ The General Partner alone

☐ The General Partner and a Majority in Interest of the Limited Partners

☐ All Partners

(d) Default on Capital Call. If any Limited Partner fails to make a required Additional Capital Contribution within the time specified in the Capital Call notice, the General Partner may, in its discretion:

(i) Treat the defaulting Limited Partner's Percentage Interest as diluted proportionally;

(ii) Charge interest on the unpaid amount at the rate of [____]% per annum;

(iii) Permit non-defaulting Partners to make the defaulting Partner's share of the Capital Contribution, with appropriate adjustment to Percentage Interests;

(iv) Pursue any other remedy available at law or in equity; or

(v) Any combination of the foregoing.

Section 5.4 Capital Accounts

(a) 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:

(i) Credited with the amount of cash and the fair market value of property contributed by such Partner;

(ii) Credited with the amount of Net Profits allocated to such Partner;

(iii) Debited with the amount of cash and the fair market value of property distributed to such Partner; and

(iv) Debited with the amount of Net Losses allocated to such Partner.

(b) The Capital Account of each Partner shall also be adjusted as required by Treasury Regulation § 1.704-1(b)(2)(iv) to reflect any revaluation of Partnership assets.

Section 5.5 No Interest on Capital

No Partner shall be entitled to receive any interest on such Partner's Capital Contributions or Capital Account balance unless otherwise agreed in writing by all Partners.

Section 5.6 Return of Capital

(a) No Partner shall have the right to demand or receive the return of all or any portion of such Partner's Capital Contributions, except as otherwise provided in this Agreement or as required by the Act.

(b) No Partner shall be liable for the return of any other Partner's Capital Contributions.

(c) Under no circumstances shall a Limited Partner be obligated to restore a negative balance in such Limited Partner's Capital Account.

Section 5.7 Form of Contribution

Capital Contributions may be made in cash or, with the approval of the General Partner, in property or services rendered or to be rendered, or a promissory note or other obligation to contribute cash or property, in accordance with Va. Code Ann. § 50-73.30.

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ARTICLE 6: ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocation of Net Profits and Net Losses

(a) Net Profits. Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests, except as otherwise required by Section 6.2 or the Code.

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

(c) Any Net Losses not allocated to a Limited Partner by reason of the limitation set forth in Section 6.1(b) shall be allocated to the General Partner.

Section 6.2 Special Allocations

(a) Qualified Income Offset. If a 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 Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account deficit of such Partner as quickly as possible.

(b) 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 for such year in accordance with Treasury Regulation § 1.704-2(f).

(c) Partner 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 partner nonrecourse debt minimum gain shall be allocated items of income and gain for such year in accordance with Treasury Regulation § 1.704-2(i)(4).

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

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions for each Fiscal Year shall be allocated to the Partner who bears the economic risk of loss for the partner nonrecourse liability to which such deductions are attributable.

(f) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment shall be treated as an item of gain or loss, and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted.

Section 6.3 Tax Allocations

(a) Except as otherwise provided herein, for federal 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.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value at the time of contribution.

(c) The General Partner shall select the method of allocation under Code Section 704(c), which shall be:

☐ Traditional Method

☐ Traditional Method with Curative Allocations

☐ Remedial Method

Section 6.4 Distributions

(a) Timing. Distributions of Distributable Cash shall be made at such times and in such amounts as determined by the General Partner in its reasonable discretion, but not less frequently than:

☐ Quarterly

☐ Semi-annually

☐ Annually

☐ Other: [________________________________]

(b) Order of Distribution. Distributions shall be made in the following order of priority:

(i) First, to the Partners in proportion to their respective Percentage Interests until each Partner has received cumulative distributions equal to such Partner's Capital Contributions;

(ii) Second, to the Partners in proportion to their respective Percentage Interests until each Partner has received a preferred return of [____]% per annum on unreturned Capital Contributions;

(iii) Third, the remainder to the Partners in proportion to their respective Percentage Interests.

(c) Limitations on Distributions. No Distribution shall be made if, after giving effect thereto:

(i) The Partnership would not be able to pay its debts as they become due in the ordinary course of business; or

(ii) The Partnership's total assets would be less than the sum of its total liabilities, plus the amount that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of partners whose preferential rights are superior to the rights of partners receiving the distribution;

in accordance with Va. Code Ann. § 50-73.33.

(d) Tax Distributions. To the extent Distributable Cash is available, the General Partner shall cause the Partnership to distribute to each Partner, not later than [____] days before the date on which estimated income tax payments are due, an amount equal to such Partner's estimated tax liability attributable to Partnership income for such period, calculated at the highest marginal federal and Virginia state income tax rate then in effect.

(e) Distributions in Kind. Distributions may be made in kind only with the consent of the General Partner. In-kind distributions shall be valued at fair market value as determined by the General Partner in good faith.

Section 6.5 Sharing of Profits and Losses

Unless otherwise provided in this Agreement, the profits and losses of the Partnership shall be allocated among the Partners, and among classes of Partners, as provided in the partnership agreement, in accordance with Va. Code Ann. § 50-73.26. If this Agreement does not otherwise provide, profits and losses shall be allocated on the basis of the value of the contributions of each Partner as stated in the records required to be kept pursuant to Va. Code Ann. § 50-73.6.

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ARTICLE 7: MANAGEMENT AND VOTING RIGHTS

Section 7.1 Management by General Partner

The management, control, and operation of the Partnership and its business and affairs shall be vested exclusively in the General Partner, in accordance with Va. Code Ann. § 50-73.24. The General Partner shall have all powers and rights necessary, appropriate, or advisable to carry out the purposes of the Partnership.

Section 7.2 Voting Rights of Limited Partners

(a) Except as otherwise expressly provided in this Agreement or required by the Act, the Limited Partners shall have no right to participate in the management, control, or operation of the Partnership.

(b) The following matters shall require the affirmative vote or written consent of Limited Partners holding the specified Percentage Interest, in accordance with Va. Code Ann. § 50-73.19:

Action	Required Vote
Amendment of this Agreement	[____]% of Limited Partners
Admission of a new General Partner	[____]% of Limited Partners
Removal of the General Partner	[____]% of Limited Partners
Dissolution of the Partnership	[____]% of Limited Partners
Merger or conversion of the Partnership	[____]% of Limited Partners
Sale of all or substantially all assets	[____]% of Limited Partners
Incurrence of debt exceeding $[________________________________]	[____]% of Limited Partners
Any transaction with an Affiliate of the General Partner	[____]% of Limited Partners

(c) Each Limited Partner shall be entitled to one vote for each one percent (1%) of Percentage Interest held by such Limited Partner, or such proportionate fraction thereof.

Section 7.3 Meetings

(a) The General Partner may call meetings of the Partners at any time. A meeting of the Partners shall also be called upon the written request of Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners.

(b) Written notice of any meeting shall be given to all Partners at least [____] days prior to the meeting and shall specify the time, place, and purpose of the meeting.

(c) A quorum shall consist of Partners holding at least a Majority in Interest, present in person or by proxy.

(d) Any action that may be taken at a meeting of the Partners may be taken without a meeting if the action is evidenced by one or more written consents signed by Partners holding the requisite Percentage Interest.

Section 7.4 Safe Harbor Activities

In accordance with Virginia law, a Limited Partner's participation in the following activities shall not constitute participation in the control of the business of the Partnership for purposes of Va. Code Ann. § 50-73.20:

(a) Being a contractor for, or an agent or employee of, the Partnership or the General Partner;

(b) Consulting with and advising a General Partner regarding the business of the Partnership;

(c) Acting as surety for the Partnership;

(d) Approving or disapproving an amendment to the partnership agreement;

(e) Voting on matters set forth in Section 7.2; and

(f) Any other activities permitted under the Act without exposure to liability as a general partner.

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ARTICLE 8: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 8.1 Authority of General Partner

(a) The General Partner shall have full, exclusive, and complete authority to manage, control, and operate the Partnership and to make all decisions affecting the Partnership's business and affairs, in accordance with Va. Code Ann. § 50-73.24.

(b) Without limiting the generality of the foregoing, the General Partner is authorized to:

(i) Execute, deliver, and perform agreements, contracts, instruments, and documents on behalf of the Partnership;

(ii) Open and maintain bank accounts and other depository accounts;

(iii) Hire, compensate, and terminate employees, agents, and independent contractors;

(iv) Retain and compensate attorneys, accountants, and other professionals;

(v) Incur indebtedness and grant security interests in Partnership assets;

(vi) Acquire, hold, manage, develop, improve, sell, transfer, lease, exchange, and otherwise deal with real and personal property;

(vii) Make tax elections on behalf of the Partnership;

(viii) Institute and defend legal proceedings on behalf of the Partnership in any Virginia Circuit Court or other court of competent jurisdiction;

(ix) Obtain insurance coverage for the Partnership;

(x) Establish reserves for contingencies, capital improvements, and working capital; and

(xi) Take all other actions necessary or advisable to carry out the Partnership's purposes.

Section 8.2 Duties of General Partner

(a) Standard of Conduct. The General Partner shall discharge its duties in accordance with Va. Code Ann. § 50-73.40, which requires the General Partner to act:

(i) In good faith;

(ii) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(iii) In a manner the General Partner reasonably believes to be in the best interests of the Partnership.

(b) Duty of Loyalty. The General Partner shall account to the Partnership for any benefit derived from the conduct of the Partnership's business or from the use of Partnership property, and shall refrain from dealing with the Partnership in the conduct of the Partnership's business as or on behalf of a party having an interest adverse to the Partnership.

(c) The General Partner shall devote such time and attention to the affairs of the Partnership as the General Partner deems necessary for the proper management thereof.

Section 8.3 Compensation of General Partner

(a) The General Partner shall be entitled to receive the following compensation for services rendered to the Partnership:

☐ Management fee of $[________________________________] per [____]

☐ Management fee equal to [____]% of [________________________________]

☐ No management fee

☐ Other: [________________________________]

(b) The General Partner shall be entitled to reimbursement from the Partnership for all reasonable out-of-pocket expenses incurred by the General Partner in connection with the Partnership's business.

Section 8.4 Limitation on Authority

Notwithstanding Section 8.1, the General Partner shall not, without the prior written consent of the requisite number of Limited Partners as specified in Section 7.2, take any of the following actions:

(a) Sell, exchange, or otherwise dispose of all or substantially all of the Partnership's assets;

(b) Merge, consolidate, or convert the Partnership;

(c) Incur indebtedness in excess of $[________________________________] in any single transaction or series of related transactions;

(d) Enter into any transaction or agreement with an Affiliate of the General Partner;

(e) Amend, modify, or waive any material provision of this Agreement;

(f) File a voluntary petition in bankruptcy or make an assignment for the benefit of creditors on behalf of the Partnership;

(g) Admit any new General Partner or Limited Partner; or

(h) Take any action that would make it impossible to carry on the ordinary business of the Partnership.

Section 8.5 Other Business Activities

The General Partner and its Affiliates may engage in other business activities, including activities that may compete with the Partnership, unless otherwise restricted by this Agreement.

☐ Exclusivity Provision. The General Partner shall devote substantially all of its business time and attention to the affairs of the Partnership and shall not engage in competing business activities without the prior written consent of a Majority in Interest of the Limited Partners.

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ARTICLE 9: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 9.1 Limited Liability

(a) No Limited Partner shall be liable for the debts, obligations, or liabilities of the Partnership beyond such Limited Partner's Capital Contributions and any obligation to make Additional Capital Contributions as provided in this Agreement, in accordance with Va. Code Ann. § 50-73.20.

(b) A Limited Partner may lose this protection if the Limited Partner participates in the control of the business of the Partnership, as provided under Va. Code Ann. § 50-73.20. However, a Limited Partner who participates in the control of the business is liable only to Persons who transact business with the Partnership reasonably believing, based upon the Limited Partner's conduct, that the Limited Partner is a General Partner.

(c) No Limited Partner shall be required to lend any funds to the Partnership.

Section 9.2 No Right of Management

A Limited Partner shall not participate in the management or control of the Partnership's business and affairs, except as otherwise expressly provided in this Agreement or permitted under Va. Code Ann. § 50-73.19 and the safe harbor activities described in Section 7.4.

Section 9.3 Right to Information

(a) Each Limited Partner shall have the right to obtain from the Partnership, upon reasonable demand, the information and records described in Va. Code Ann. § 50-73.22, including:

(i) True and full information regarding the state of the business and financial condition of the Partnership;

(ii) Promptly after becoming available, a copy of the Partnership's federal, state, and local income tax returns for each Fiscal Year;

(iii) A current list of the name and last known business, residence, or mailing address of each Partner;

(iv) A copy of this Agreement and the Certificate and all amendments to either;

(v) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Partner and which each Partner has agreed to contribute in the future;

(vi) True and full information regarding any other matters as is just and reasonable.

(b) The General Partner shall provide written notice to all Limited Partners within [____] days of any material event affecting the Partnership's business or financial condition.

Section 9.4 Inspection Rights

A Limited Partner may, at such Partner's own expense, inspect and copy the Partnership's books and records during normal business hours upon reasonable prior written notice to the General Partner, in accordance with Va. Code Ann. § 50-73.6.

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ARTICLE 10: TRANSFER OF PARTNERSHIP INTERESTS

Section 10.1 General Restrictions on Transfer

(a) No Partner may sell, assign, transfer, pledge, encumber, hypothecate, or otherwise dispose of (each, a "Transfer") all or any portion of such Partner's Partnership Interest, except in compliance with this Article 10.

(b) Any purported Transfer of a Partnership Interest in violation of this Article 10 shall be null and void, and the Partnership shall not recognize such Transfer.

Section 10.2 Permitted Transfers

(a) A Partner may Transfer all or any portion of the Partner's interest in the Partnership in accordance with Va. Code Ann. § 50-73.41, subject to the restrictions set forth in this Article 10.

(b) A Transfer of a Partnership Interest shall be permitted without compliance with Sections 10.3 and 10.4 if made:

(i) To a trust established for the benefit of the transferring Partner or such Partner's immediate family members;

(ii) To a corporation, limited liability company, or partnership in which the transferring Partner holds a majority of the ownership interests;

(iii) By bequest, devise, or intestate succession upon the death of the transferring Partner; or

(iv) To an existing Partner.

Section 10.3 Right of First Refusal

(a) Before any Partner may Transfer all or any portion of such Partner's Partnership Interest to any Person (other than a Permitted Transfer under Section 10.2(b)), the transferring Partner shall first offer such Partnership Interest to the other Partners.

(b) The transferring Partner shall provide written notice (the "Transfer Notice") to the Partnership and all other Partners specifying: (i) the Percentage Interest proposed to be Transferred; (ii) the identity of the proposed transferee; (iii) the purchase price and payment terms; and (iv) all other material terms and conditions of the proposed Transfer.

(c) Each non-transferring Partner shall have the right, exercisable within [____] days after receipt of the Transfer Notice, to purchase its pro rata share of the Partnership Interest being offered.

(d) If the non-transferring Partners do not collectively elect to purchase all of the Partnership Interest being offered, the transferring Partner may complete the proposed Transfer to the third-party transferee on terms no less favorable to the transferring Partner than those specified in the Transfer Notice, within [____] days after the expiration of the right-of-first-refusal period.

Section 10.4 Consent Requirements

(a) In addition to compliance with Section 10.3, any Transfer of a Partnership Interest (other than a Permitted Transfer under Section 10.2(b)) shall require the prior written consent of:

☐ The General Partner only

☐ The General Partner and a Majority in Interest of the Limited Partners

☐ All Partners

(b) Such consent may be withheld in the sole and absolute discretion of the consenting party.

Section 10.5 Conditions to Transfer

No Transfer of a Partnership Interest shall be effective unless and until:

(a) The transferee agrees in writing to be bound by all terms and conditions of this Agreement;

(b) The transferor and transferee comply with all applicable federal and Virginia securities laws;

(c) The transferor provides an opinion of counsel satisfactory to the General Partner that the Transfer complies with applicable securities laws;

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

(e) The Transfer would not cause the Partnership to be terminated under Code Section 708(b)(1)(B); and

(f) All required consents have been obtained.

Section 10.6 Effect of Transfer

(a) An assignee of a Partnership Interest who is not admitted as a Partner shall have only the right to receive distributions and allocations to which the assignor would be entitled, as described in Va. Code Ann. § 50-73.41.

(b) An assignee shall become a substituted Limited Partner only upon compliance with the admission requirements of Article 11.

Section 10.7 Drag-Along Rights

If the General Partner and Limited Partners holding at least [____]% of the aggregate Percentage Interests approve a sale or transfer of all or substantially all of the Partnership's assets or a merger or conversion of the Partnership, all remaining Partners shall be obligated to participate in such transaction on the same terms and conditions.

Section 10.8 Tag-Along Rights

If the General Partner proposes to Transfer all or a majority of its Partnership Interest to a third party, each Limited Partner shall have the right to participate in such Transfer on a pro rata basis on the same terms and conditions as the General Partner.

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ARTICLE 11: ADMISSION OF NEW PARTNERS

Section 11.1 Admission of Additional Limited Partners

(a) A Person may be admitted as an additional Limited Partner with the written consent of the General Partner and:

☐ No additional consent required

☐ A Majority in Interest of the existing Limited Partners

☐ All existing Limited Partners

in accordance with Va. Code Ann. § 50-73.18.

(b) As a condition to admission, the Person shall execute a counterpart of this Agreement or a joinder agreement and make such Capital Contribution as shall be determined by the General Partner.

Section 11.2 Admission of Substitute Limited Partners

An assignee of a Partnership Interest may be admitted as a substitute Limited Partner upon:

(a) Compliance with Article 10;

(b) Written consent of the General Partner;

(c) Execution of a counterpart of this Agreement or a joinder agreement; and

(d) Payment of all reasonable expenses incurred by the Partnership in connection with such admission.

Section 11.3 Admission of Additional General Partners

A Person may be admitted as an additional or successor General Partner only with the written consent of the existing General Partner and the affirmative vote or written consent of Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners.

Section 11.4 Amendment of Records

Upon the admission of any new Partner, the General Partner shall amend Exhibit A and, if required, file an amendment to the Certificate with the SCC in accordance with Va. Code Ann. § 50-73.12.

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ARTICLE 12: WITHDRAWAL AND DISSOCIATION

Section 12.1 Withdrawal of Limited Partner

(a) A Limited Partner may withdraw from the Partnership at the time or upon the occurrence of events specified in this Agreement, in accordance with Va. Code Ann. § 50-73.38.

(b) If this Agreement does not specify a time or event for withdrawal, a Limited Partner may withdraw upon not less than six (6) months' prior written notice to each General Partner at the General Partner's address, as set forth in Va. Code Ann. § 50-73.38.

(c) A withdrawing Limited Partner shall be entitled to receive, within a reasonable time after withdrawal, the fair value of such Partner's Partnership Interest as of the date of withdrawal, based upon such Partner's right to share in distributions from the Partnership.

Section 12.2 Events of Withdrawal of General Partner

A General Partner shall cease to be a General Partner of the Partnership upon the occurrence of any event described in Va. Code Ann. § 50-73.37, including:

(a) The General Partner's voluntary withdrawal with the written consent of all Partners;

(b) The General Partner's removal by the affirmative vote of Limited Partners holding at least [____]% of the aggregate Percentage Interests, upon not less than [____] days' prior written notice;

(c) The General Partner's assignment of its entire Partnership Interest;

(d) The General Partner's Bankruptcy;

(e) The General Partner's death or adjudication of incompetency (if a natural person);

(f) The termination of the General Partner's existence (if an entity); or

(g) The appointment of a receiver, trustee, or liquidator for the General Partner.

Section 12.3 Effect of Withdrawal of General Partner

(a) If a General Partner withdraws and there is at least one remaining General Partner, the remaining General Partner(s) shall continue to carry on the business of the Partnership.

(b) If all General Partners have withdrawn, the Partnership shall be dissolved unless, within ninety (90) days after the withdrawal of the last General Partner, all remaining Limited Partners agree in writing to continue the Partnership and to the appointment of one or more additional General Partners, in accordance with Va. Code Ann. § 50-73.48.

Section 12.4 Wrongful Withdrawal

A General Partner who withdraws in violation of this Agreement is liable to the Partnership and the other Partners for damages caused by such wrongful withdrawal, in addition to any other rights and remedies available to the Partnership and the other Partners.

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ARTICLE 13: DISSOLUTION AND WINDING UP

Section 13.1 Events of Dissolution

The Partnership shall be dissolved upon the earliest to occur of the following events, in accordance with Va. Code Ann. § 50-73.48:

(a) The happening of events specified in the Certificate of Limited Partnership;

(b) The written consent of all Partners;

(c) The withdrawal of a General Partner, unless the business is continued in accordance with Section 12.3(b);

(d) The entry of a judicial decree of dissolution under Va. Code Ann. § 50-73.49; or

(e) The administrative dissolution or cancellation of the Partnership's certificate by the SCC.

Section 13.2 Judicial Dissolution

On application by or for a Partner, the Circuit Court of the city or county in which the registered office of the Partnership is located may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement, in accordance with Va. Code Ann. § 50-73.49.

Section 13.3 Winding Up

(a) Upon dissolution, the General Partner (or, if no General Partner remains, a Person appointed by the Limited Partners or by the court) shall wind up the Partnership's affairs in accordance with Va. Code Ann. § 50-73.50.

(b) The Person winding up the Partnership's affairs shall:

(i) Collect all assets of the Partnership;

(ii) Discharge or make adequate provision for all liabilities of the Partnership;

(iii) Distribute the remaining assets to the Partners in accordance with Section 13.4; and

(iv) File a certificate of cancellation with the SCC in accordance with Va. Code Ann. § 50-73.13.

Section 13.4 Distribution of Assets Upon Dissolution

Upon the winding up of the Partnership, the assets shall be distributed in the following order of priority, in accordance with Va. Code Ann. § 50-73.52:

(a) First, to creditors of the Partnership, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Partnership (other than liabilities for distributions to Partners under Va. Code Ann. § 50-73.32);

(b) Second, except as provided in this Agreement, to Partners and former Partners in satisfaction of liabilities for distributions under Va. Code Ann. § 50-73.32;

(c) Third, to Partners, first for the return of their contributions, and secondly respecting their Partnership Interests, in the proportions in which the Partners share in distributions.

Section 13.5 Deficit Capital Accounts

(a) No Limited Partner shall be required to restore a deficit Capital Account balance upon dissolution of the Partnership.

(b) The General Partner shall be required to restore any deficit in the General Partner's Capital Account within ninety (90) days of the final liquidating distribution, or by the end of the taxable year in which the liquidation occurs (or, if later, within ninety (90) days after the date of liquidation), in accordance with Treasury Regulation § 1.704-1(b)(2)(ii)(b)(3).

Section 13.6 Certificate of Cancellation

Upon completion of the winding up and distribution of assets, the General Partner (or other Person winding up the Partnership's affairs) shall file a certificate of cancellation with the SCC in accordance with Va. Code Ann. § 50-73.13.

Section 13.7 Return of Contribution Nonrecourse to Other Partners

Upon dissolution, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution. If the Partnership property remaining after the payment of all debts and liabilities is insufficient to return to any Partner its full Capital Contribution, such Partner shall have no recourse against any other Partner.

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ARTICLE 14: BOOKS, RECORDS, AND ACCOUNTING

Section 14.1 Books and Records

(a) The Partnership shall maintain complete and accurate books and records of the Partnership's business and affairs at the Partnership's principal place of business or registered office, in accordance with Va. Code Ann. § 50-73.6.

(b) The Partnership's books and records shall include:

(i) A current list of the full name and last known business, residence, or mailing address of each Partner, separately identifying the General Partners and Limited Partners, in alphabetical order;

(ii) A copy of this Agreement and the Certificate, and all amendments to either, together with executed copies of any powers of attorney;

(iii) Copies of the Partnership's federal, state, and local income tax returns and financial statements for the three (3) most recent Fiscal Years;

(iv) True and full information regarding the status of the business and financial condition of the Partnership;

(v) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Partner;

(vi) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services which each Partner has agreed to contribute in the future, and the date at which each agreed to contribute;

(vii) Unless contained in this Agreement, a writing setting out the events upon the happening of which the Partnership is to be dissolved and its affairs wound up; and

(viii) Such other information as is required by the Act.

Section 14.2 Accounting Method

The Partnership's books and records shall be maintained on the:

☐ Cash method of accounting

☐ Accrual method of accounting

☐ Other: [________________________________]

Section 14.3 Fiscal Year

The Fiscal Year of the Partnership shall be the calendar year, unless otherwise determined by the General Partner or required by the Code.

Section 14.4 Financial Statements

(a) The General Partner shall cause to be prepared and delivered to each Partner:

(i) Annual Financial Statements. Within [____] days after the end of each Fiscal Year, financial statements of the Partnership for such Fiscal Year, including a balance sheet, income statement, statement of cash flows, and statement of changes in partners' equity.

☐ Audited financial statements

☐ Reviewed financial statements

☐ Compiled financial statements

(ii) Quarterly Reports. Within [____] days after the end of each fiscal quarter, unaudited financial statements of the Partnership for such quarter.

(b) The financial statements shall be prepared in accordance with generally accepted accounting principles (GAAP) consistently applied.

Section 14.5 Tax Returns

The General Partner shall cause to be prepared and timely filed all tax returns required to be filed by the Partnership, including federal and Virginia state income tax returns. The General Partner shall provide each Partner with a copy of such Partner's Schedule K-1 (or equivalent) within [____] days after the end of each Fiscal Year.

Section 14.6 Bank Accounts

All funds of the Partnership shall be deposited in accounts at banks or other financial institutions designated by the General Partner. Withdrawals from such accounts shall be made only by the General Partner or its authorized designees.

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ARTICLE 15: TAX MATTERS

Section 15.1 Tax Classification

The Partnership intends to be classified as a partnership for federal income tax purposes and shall not elect to be treated as an association taxable as a corporation under Treasury Regulation § 301.7701-3.

Section 15.2 Partnership Representative

(a) The General Partner shall serve as the "Partnership Representative" of the Partnership within the meaning of Code Section 6223 (as amended by the Bipartisan Budget Act of 2015).

(b) The Partnership Representative shall have all powers and authority granted under the Code, including the authority to:

(i) Make all elections available to the Partnership under the Code;

(ii) Represent the Partnership in all tax audits, examinations, and administrative and judicial proceedings;

(iii) Extend any statute of limitations relating to the Partnership's tax matters;

(iv) Settle any tax controversy on behalf of the Partnership; and

(v) Make the election under Code Section 6226 to push out audit adjustments to reviewed-year partners.

(c) The Partnership Representative shall keep all Partners informed of any tax audits, examinations, or proceedings and shall not settle any controversy without the prior written consent of Partners holding at least a Majority in Interest.

Section 15.3 Tax Elections

The General Partner may make or revoke any tax election on behalf of the Partnership, including:

(a) An election under Code Section 754 to adjust the basis of Partnership property;

(b) An election under Code Section 6226 to push out audit adjustments;

(c) Elections relating to depreciation methods and useful lives; and

(d) Any other elections available under the Code or Virginia tax law.

Section 15.4 Virginia State Tax Provisions

(a) The Partnership shall comply with all applicable Virginia state tax requirements, including the filing of Virginia partnership returns with the Virginia Department of Taxation.

(b) Each Partner acknowledges responsibility for the payment of any Virginia state income taxes due on Partnership income allocated to such Partner.

(c) Beginning in the year after the calendar year in which the Partnership is formed, the Partnership shall pay the $50 annual registration fee to the SCC on or before October 1, subject to the conversion and cancellation rules in Va. Code Ann. § 50-73.67.

Section 15.5 Withholding

The Partnership is authorized to withhold from distributions to any Partner any amounts required to be withheld under federal, Virginia, or local tax laws. Any amounts so withheld shall be treated as distributions to the affected Partner for all purposes of this Agreement.

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ARTICLE 16: INDEMNIFICATION AND LIABILITY

Section 16.1 Indemnification by the Partnership

(a) 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 any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(i) The management and conduct of the Partnership's business; or

(ii) Any act or omission of the Indemnified Person in connection with the Partnership's business;

provided that such Indemnified Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Partnership, and provided further that such liability was not the result of such Indemnified Person's willful misconduct, bad faith, gross negligence, or material breach of this Agreement.

(b) The Partnership's obligation to indemnify shall continue after an Indemnified Person has ceased to serve in such capacity.

(c) Expenses incurred by an Indemnified Person in defending any action, suit, or proceeding shall be advanced by the Partnership prior to the final disposition of such matter, upon receipt by the Partnership of an undertaking to repay such advances if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified.

Section 16.2 Limitation of Liability of General Partner

(a) The General Partner shall not be liable to the Partnership or any Partner for any loss, damage, or claim incurred by reason of any act or omission performed or omitted in good faith and in a manner reasonably believed to be within the scope of the General Partner's authority and in accordance with Va. Code Ann. § 50-73.40, except for losses resulting from willful misconduct, bad faith, or gross negligence.

(b) The General Partner shall not be liable for the acts or omissions of any agent, employee, or independent contractor of the Partnership if such Person was selected with reasonable care.

Section 16.3 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 Contributions and any obligation to make Additional Capital Contributions as provided herein, in accordance with Va. Code Ann. § 50-73.20.

Section 16.4 Insurance

The General Partner may, at the Partnership's expense, procure and maintain insurance on behalf of the Partnership and the Indemnified Persons against any liability asserted against them in their capacities as such.

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ARTICLE 17: DISPUTE RESOLUTION

Section 17.1 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a "Dispute"), the disputing parties shall first attempt to resolve the Dispute through good faith negotiation. The initiating party shall provide written notice of the Dispute to the other party, and the parties shall meet within [____] days to attempt to resolve the Dispute.

Section 17.2 Mediation

If the Dispute is not resolved within [____] days after commencement of negotiations, the parties shall submit the Dispute to mediation administered by:

☐ The American Arbitration Association (AAA) in accordance with its Commercial Mediation Procedures

☐ JAMS in accordance with its Mediation Rules

☐ The Virginia State Bar Mediation Program

☐ A mutually agreed-upon mediator

☐ Other: [________________________________]

The mediation shall be conducted in [________________________________], Virginia.

Section 17.3 Arbitration

If the Dispute is not resolved through mediation within [____] days after commencement of the mediation, the Dispute shall be finally resolved by binding arbitration administered by:

☐ The American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules

☐ JAMS in accordance with its Comprehensive Arbitration Rules and Procedures

☐ Other: [________________________________]

(a) The arbitration shall be conducted in [________________________________], Virginia.

(b) The arbitration shall be conducted by [____] arbitrator(s) selected in accordance with the rules of the administering organization.

(c) The arbitrator(s) shall have experience in partnership and business law matters.

(d) The arbitration award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction, including the Circuit Court for the city or county in which the Partnership's registered office is located or the United States District Court for the Eastern or Western District of Virginia.

(e) The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs.

Section 17.4 Injunctive Relief

Notwithstanding the foregoing, any party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in the Commonwealth of Virginia without first submitting to mediation or arbitration if such relief is necessary to protect the party's rights or interests.

Section 17.5 Governing Law for Disputes

All Disputes shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law provisions.

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ARTICLE 18: AMENDMENTS

Section 18.1 Amendments

(a) This Agreement may be amended, modified, or supplemented only by a written instrument signed by the General Partner and by Limited Partners holding at least:

☐ A Majority in Interest of the Limited Partners

☐ Two-thirds (2/3) of the Percentage Interests of the Limited Partners

☐ All Limited Partners

(b) Notwithstanding Section 18.1(a), no amendment shall:

(i) Modify the limited liability of any Limited Partner without such Partner's written consent;

(ii) Alter the interest of any Partner in profits, losses, or distributions without such Partner's written consent;

(iii) Amend this Section 18.1 without the unanimous written consent of all Partners; or

(iv) Impose on any Limited Partner an obligation to make additional Capital Contributions without such Partner's written consent.

Section 18.2 Administrative Amendments

The General Partner may, without the consent of the Limited Partners, amend this Agreement or the Certificate to:

(a) Reflect the admission or withdrawal of Partners;

(b) Reflect changes in the Percentage Interests resulting from Transfers or additional Capital Contributions;

(c) Cure any ambiguity or correct any inconsistent provision;

(d) Comply with applicable law, including the Act; or

(e) Make other changes that do not adversely affect the rights of the Limited Partners.

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ARTICLE 19: GENERAL PROVISIONS

Section 19.1 Notices

All notices, demands, consents, requests, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when:

(a) Delivered personally;

(b) Sent by registered or certified mail, return receipt requested, postage prepaid;

(c) Sent by nationally recognized overnight courier service; or

(d) Sent by electronic mail with confirmation of receipt.

Notices shall be addressed to each Partner at the address set forth on Exhibit A or at such other address as such Partner may designate in writing from time to time.

Section 19.2 Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, including the Act, without giving effect to any choice of law or conflict of law rules that would cause the application of the laws of any other jurisdiction.

Section 19.3 Entire Agreement

This Agreement, including all Exhibits attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 19.4 Severability

If any provision of this Agreement or the application thereof to any Person or circumstance is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

Section 19.5 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 19.6 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. Execution may be evidenced by electronic signature, which shall have the same force and effect as an original signature pursuant to the Virginia Uniform Electronic Transactions Act (Va. Code Ann. § 59.1-479 et seq.).

Section 19.7 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right shall operate as a waiver thereof.

Section 19.8 Headings

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

Section 19.9 Construction

(a) The use of the word "including" shall mean "including, without limitation."

(b) References to Sections, Articles, and Exhibits shall refer to the corresponding portions of this Agreement unless otherwise indicated.

(c) This Agreement shall not be construed more strictly against any party solely because it was drafted by or on behalf of such party.

Section 19.10 Creditors

None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Partnership or any creditor of any Partner, except as otherwise required by the Act.

Section 19.11 Jurisdiction and Venue

Each party irrevocably submits to the exclusive jurisdiction of the Circuit Courts of the Commonwealth of Virginia and the United States District Courts for the Eastern and Western Districts of Virginia for any action arising out of or relating to this Agreement. Each party irrevocably waives any objection to the laying of venue in such courts.

Section 19.12 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 19.13 Attorneys' Fees

In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

Section 19.14 Confidentiality

Each Partner agrees to maintain the confidentiality of all proprietary information relating to the Partnership's business and affairs and shall not disclose such information to any third party without the prior written consent of the General Partner, except as required by law or as necessary in connection with such Partner's tax reporting obligations.

Section 19.15 Force Majeure

No party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond such party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, epidemics, pandemics, or strikes.

Section 19.16 No Third-Party Beneficiaries

This Agreement is entered into for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement shall confer upon any third party any right, benefit, or remedy.

Section 19.17 Further Assurances

Each party shall execute and deliver such additional documents and instruments, and shall take such additional actions, as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Section 19.18 Annual Registration Fee

Beginning in the year after the calendar year in which the Partnership is formed, the Partnership shall pay the $50 annual registration fee required by Va. Code Ann. § 50-73.67 to the SCC on or before October 1. Failure to pay on time incurs the separate $25 penalty stated in Va. Code Ann. § 50-73.69.

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ARTICLE 20: SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date first written above.

GENERAL PARTNER:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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LIMITED PARTNERS:

Limited Partner 1:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 2:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 3:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 4:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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Limited Partner 5:

[________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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NOTARY ACKNOWLEDGMENT

Commonwealth of Virginia

City/County of [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public in and for the Commonwealth of Virginia, 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.

Signature: [________________________________]

Notary Public

Commonwealth of Virginia

My Commission Expires: [__/__/____]

Registration Number: [________________________________]

[NOTARY SEAL]

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EXHIBIT A: CAPITAL CONTRIBUTION SCHEDULE

Partner Name	Partner Type	Form of Contribution	Amount/Value	Percentage Interest	Date of Contribution
[________________________________]	General Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
[________________________________]	Limited Partner	☐ Cash ☐ Property ☐ Services	$[________________________________]	[____]%	[__/__/____]
TOTAL			$[________________________________]	100%

Property Contributions (if applicable)

If any Partner is contributing property in lieu of cash, provide the following:

Description of Property: [________________________________]

Agreed Fair Market Value: $[________________________________]

Adjusted Tax Basis: $[________________________________]

Encumbrances: [________________________________]

Code Section 704(c) Method: ☐ Traditional ☐ Traditional with Curative ☐ Remedial

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EXHIBIT B: CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

Filing Information:

Filing Agency: Virginia State Corporation Commission (SCC)

Address: Tyler Building, 1300 East Main Street, Richmond, Virginia 23219

Website: https://www.scc.virginia.gov

Clerk's Information System (CIS): https://cis.scc.virginia.gov

Annual Registration Fee: $50.00 per year (due October 1; $25.00 late penalty)

Certificate of Limited Partnership Requirements (Va. Code Ann. § 50-73.11):

The Certificate of Limited Partnership must set forth:

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

Filed on: [__/__/____]

SCC Entity ID: [________________________________]

Consideration for LLLP Status:

☐ This Partnership elects to be a registered limited liability limited partnership (RLLP) under Va. Code Ann. § 50-73.78

☐ This Partnership does not elect LLLP status

Annual Report / Registration Requirements:

Beginning in the year after the calendar year in which the Partnership is formed, the Partnership must pay the $50 annual registration fee to the SCC on or before October 1 under Va. Code Ann. § 50-73.67; § 50-73.69 adds a $25 penalty for late payment.

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EXHIBIT C: FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST

ASSIGNMENT OF PARTNERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned ("Assignor") hereby assigns, transfers, conveys, and delivers to [________________________________] ("Assignee") a [____]% Partnership Interest in [________________________________] L.P. (the "Partnership"), representing all / a portion of the Assignor's interest in the Partnership, subject to the terms and conditions of the Limited Partnership Agreement of the Partnership dated [__/__/____] (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. The Assignor has full power and authority to execute and deliver this Assignment;
4. This Assignment complies with Article 10 of the Agreement; and
5. All required consents to this Assignment have been obtained.

The Assignee acknowledges that:

1. The Assignee has received and reviewed a copy of the Agreement;
2. The Assignee agrees to be bound by all terms and conditions of the Agreement;
3. The Assignee is acquiring the Partnership Interest for investment purposes only;
4. The Assignee is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended; and
5. The Assignee understands the restrictions on Transfer set forth in Article 10 of the Agreement.

ASSIGNOR:

Signature: [________________________________]

Name: [________________________________]

Date: [__/__/____]

ASSIGNEE:

Signature: [________________________________]

Name: [________________________________]

Date: [__/__/____]

ACKNOWLEDGED AND CONSENTED TO BY THE GENERAL PARTNER:

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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This Limited Partnership Agreement template is provided for informational purposes only and does not constitute legal advice. This template must be reviewed and customized by a qualified attorney licensed in the Commonwealth of Virginia before use. Laws and regulations change frequently; verify all statutory citations and filing requirements with the Virginia State Corporation Commission and current Code of Virginia before relying on this document.

Sources and References:

• Virginia Revised Uniform Limited Partnership Act: Va. Code Ann. § 50-73.1 et seq.
• Virginia State Corporation Commission: https://www.scc.virginia.gov
• Code of Virginia -- Limited Partnerships: https://law.lis.virginia.gov/vacode/title50/chapter2.1/
• Virginia Department of Taxation: https://www.tax.virginia.gov
• Internal Revenue Code and Treasury Regulations (tax provisions)