Partnership Agreement - Limited (Vermont)

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________] L.P.

A Vermont 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 Vermont Uniform Limited Partnership Act, 11 V.S.A. Chapter 23 (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 State of Vermont for the purposes described herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Vermont Secretary of State pursuant to 11 V.S.A. § 3411;

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 Vermont Secretary of State on [__/__/____] (the "Formation Date"), in accordance with 11 V.S.A. § 3411. The limited partnership was formed at the time of the filing of the Certificate, or at any later time specified in the Certificate, pursuant to 11 V.S.A. § 3411(c).

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 11 V.S.A. § 3402, provided that the name shall contain the words "limited partnership" without abbreviation, and shall not contain the name of a limited partner unless (i) it is also the name of a general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner.

Section 1.4 Specified Office and Agent

(a) The Partnership shall continuously maintain a specified office in the State of Vermont and an agent for service of process, in accordance with 11 V.S.A. § 3404.

(b) The specified office of the Partnership in Vermont is:

Street Address: [________________________________]

City: [________________________________], Vermont [____]

(c) The agent for service of process is:

Name: [________________________________]

Address: [________________________________]

City: [________________________________], Vermont [____]

(d) The General Partner may change the specified office and agent by filing the appropriate amendment with the Vermont Secretary of State.

Section 1.5 Principal Place of Business

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

[________________________________]

[________________________________]

[________________________________], Vermont [____]

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 until [__/__/____] or until dissolved and wound up in accordance with Article 13 of this Agreement or as otherwise required by the Act.

☐ The Partnership shall have a perpetual term (no fixed dissolution date).

☐ The Partnership shall dissolve on or before [__/__/____].

Section 1.7 Certificate of Limited Partnership

(a) The General Partner has executed and filed, or shall execute and file, a Certificate of Limited Partnership with the Vermont Secretary of State in accordance with 11 V.S.A. § 3411.

(b) The General Partner shall execute, file, and record such amendments to the Certificate as may be required under 11 V.S.A. § 3412, including upon: (i) a change in the name of the limited partnership; (ii) a change in the amount or character of the contribution of any limited partner; (iii) the admission of a new limited partner; (iv) the withdrawal of a limited partner; (v) the continuation of the business upon an event of withdrawal of a general partner; or (vi) any change in other matters required to be stated in the Certificate.

(c) 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.

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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 Vermont Uniform Limited Partnership Act, 11 V.S.A. Chapter 23 (§§ 3401-3474), 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 that is not dismissed within ninety (90) days, (c) the appointment of a receiver or trustee for 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, as defined in 11 V.S.A. § 3401.

"Certificate" means the Certificate of Limited Partnership filed with the Vermont Secretary of State pursuant to 11 V.S.A. § 3411.

"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.

"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 share of the profits and losses and the right to receive distributions, as defined in 11 V.S.A. § 3451.

"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.

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

"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, and any other lawful business that a limited partnership may conduct under 11 V.S.A. § 3406.

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 State of Vermont 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 Business Transactions with Partners

A General Partner or a Limited Partner may transact business with the Partnership, subject to applicable law, in accordance with 11 V.S.A. § 3407. A Partner who loans money to, or transacts business with, the limited partnership shall have the same rights and obligations with respect thereto as a Person who is not a Partner, subject to other applicable law.

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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 of Organization
[________________________________]	[________________________________]	[____]	[____]

Section 4.2 Limited Partners

The following Persons are the Limited Partners of the Partnership:

Name	Address	Entity Type	State 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 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;

(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;

(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 Vermont 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.

Section 5.2 Additional Capital Contributions

(a) No Partner shall be required to make any Additional Capital Contribution 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.

Section 5.3 Capital Calls

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

(b) Each Capital Call notice shall specify: (i) the aggregate amount; (ii) each Partner's pro rata share; (iii) the purpose; and (iv) the due date, 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, 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 contribute the defaulting Partner's share, 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;

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

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

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

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

Section 5.5 No Interest on Capital

No Partner shall be entitled to receive any interest on Capital Contributions or Capital Account balance unless otherwise agreed in writing.

Section 5.6 Return of Capital

(a) No Partner shall have the right to demand or receive the return of 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) No Limited Partner shall be obligated to restore a negative Capital Account balance.

Section 5.7 Form of Contribution

Capital Contributions may be made in cash or, with the General Partner's approval, in property, in accordance with 11 V.S.A. § 3441. A contribution may consist of cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

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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 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 eliminate 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 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, each Partner who has a share of such minimum gain shall be allocated items of income and gain in accordance with Treasury Regulation § 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions shall be allocated in proportion to Percentage Interests.

(e) Partner Nonrecourse Deductions. Partner nonrecourse deductions shall be allocated to the Partner who bears the economic risk of loss for the applicable partner nonrecourse liability.

(f) Code Section 754 Adjustments. Adjustments to the adjusted tax basis of Partnership assets pursuant to Code Section 734(b) or 743(b) shall be allocated in a manner consistent with Treasury Regulations.

Section 6.3 Tax Allocations

(a) Each item of income, gain, loss, deduction, and credit shall be allocated for tax purposes in the same manner as its correlative "book" item, except as otherwise provided herein.

(b) In accordance with Code Section 704(c), income, gain, loss, and deduction with respect to contributed property shall be allocated to take account of variation between adjusted tax basis and fair market value at contribution.

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

☐ Traditional Method

☐ Traditional Method with Curative Allocations

☐ Remedial Method

Section 6.4 Distributions

(a) Sharing of Profits and Losses. The profits and losses of the Partnership shall be allocated, and distributions shared among the Partners, as provided in this Agreement, in accordance with 11 V.S.A. §§ 3443 and 3444.

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

☐ Quarterly

☐ Semi-annually

☐ Annually

☐ Other: [________________________________]

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

(i) First, to the Partners in proportion to their 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 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.

(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 estimated income tax payments are due, an amount equal to such Partner's estimated tax liability attributable to Partnership income, calculated at the highest marginal federal and Vermont 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.

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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 11 V.S.A. § 3433. 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 partnership agreement may grant to all or a specified group of limited partners the right to vote (on a per capita or other basis) upon any matter, in accordance with 11 V.S.A. § 3422. The following matters shall require the affirmative vote or written consent of Limited Partners:

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
Sale of all or substantially all assets	[____]% of Limited Partners
Incurrence of debt exceeding $[________________________________]	[____]% of Limited Partners
Merger or conversion of the Partnership	[____]% of Limited Partners
Any transaction with an Affiliate of the General Partner	[____]% of Limited Partners

Section 7.3 Meetings

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

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

(c) A quorum shall consist of Partners holding at least a Majority in Interest.

(d) Any action may be taken without a meeting if evidenced by written consents of Partners holding the requisite Percentage Interest.

Section 7.4 Limitation on Liability for Participation

A Limited Partner's participation in voting or other activities permitted under Section 7.2 shall not constitute participation in the control of the business within the meaning of 11 V.S.A. § 3423 and shall not subject a Limited Partner to liability for the obligations of the Partnership.

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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, in accordance with 11 V.S.A. § 3433. A General Partner of a limited partnership has all the rights and powers and is subject to all the restrictions and liabilities of a partner in a partnership without limited partners.

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

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

(ii) Open and maintain bank 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, sell, transfer, lease, 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 Vermont Superior 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) Fiduciary Duties. The General Partner shall owe fiduciary duties to the Partnership and the Limited Partners, including the duties of loyalty and care, consistent with applicable Vermont law and general partnership principles.

(b) Good Faith. The General Partner shall discharge its duties in good faith and in a manner the General Partner reasonably believes to be in the best interests of 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:

☐ 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 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 $[________________________________];

(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 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 Contributions by General Partner

A General Partner may make contributions to the Partnership and share in the profits and losses and in the distributions of the Partnership in accordance with 11 V.S.A. § 3434.

Section 8.6 Other Business Activities

The General Partner and its Affiliates may engage in other business activities 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) A Limited Partner is not liable for the obligations of the Partnership unless the Limited Partner is also a General Partner or, in addition to the exercise of rights and powers as a Limited Partner, the Limited Partner participates in the control of the business, in accordance with 11 V.S.A. § 3423.

(b) If a Limited Partner participates in the control of the business, the Limited Partner 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, as provided in 11 V.S.A. § 3423.

(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 the Act.

Section 9.3 Right to Information

(a) Each Limited Partner shall have the right to obtain from the Partnership the information described in 11 V.S.A. § 3425, 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 address of each Partner;

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

(v) True and full information regarding the amount of cash and property contributed by each Partner; and

(vi) Such other information regarding the Partnership's affairs 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.

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 11 V.S.A. § 3405.

Section 9.5 Person Erroneously Believing Himself Limited Partner

A Person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner is not a general partner and is not bound by the obligations of the Partnership if, on ascertaining the mistake, the Person either causes an appropriate certificate to be executed and filed or withdraws from future equity participation, in accordance with 11 V.S.A. § 3424.

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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 in violation of this Article 10 shall be null and void.

Section 10.2 Nature of Partnership Interest

A Partnership Interest is personal property, in accordance with 11 V.S.A. § 3451.

Section 10.3 Permitted Transfers

(a) A Partner may Transfer all or any portion of the Partner's Partnership Interest in accordance with 11 V.S.A. § 3452, subject to the restrictions set forth in this Article 10.

(b) A Transfer shall be permitted without compliance with Sections 10.4 and 10.5 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 10.4 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), the transferring Partner shall first offer such Interest to the other Partners.

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

(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 Interest being offered.

(d) If the non-transferring Partners do not collectively elect to purchase all of the Interest being offered, the transferring Partner may consummate the proposed Transfer within [____] days on terms no less favorable.

Section 10.5 Consent Requirements

(a) Any Transfer (other than a Permitted Transfer) 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 10.6 Effect of Assignment

(a) An assignment of a Partnership Interest does not dissolve the Partnership or entitle the assignee to become or exercise any rights of a Partner, in accordance with 11 V.S.A. § 3452. An assignee receives only the right to receive distributions and allocations.

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

(c) Unless and until an assignee becomes a substituted Limited Partner, the assignor continues to be a Partner and to have the power to exercise any rights of a Partner.

Section 10.7 Conditions to Transfer

No Transfer shall be effective unless and until:

(a) The transferee agrees in writing to be bound by this Agreement;

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

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

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

(e) All required consents have been obtained.

Section 10.8 Drag-Along Rights

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

Section 10.9 Tag-Along Rights

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

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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 in accordance with 11 V.S.A. § 3421, provided:

(i) The General Partner consents in writing; and

(ii) The following additional consent is obtained:

☐ No additional consent required

☐ A Majority in Interest of existing Limited Partners

☐ All existing Limited Partners

(b) As a condition to admission, the Person shall execute a counterpart of this Agreement and make such Capital Contribution as 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; and

(d) Payment of all reasonable expenses incurred 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 in accordance with 11 V.S.A. § 3431, with the written consent of all Partners unless this Agreement provides otherwise, and upon written consent of Limited Partners holding at least [____]% of the aggregate Percentage Interests.

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 Vermont Secretary of State in accordance with 11 V.S.A. § 3412.

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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 happening of events specified in this Agreement, in accordance with the Act.

(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.

(c) A withdrawing Limited Partner is entitled to receive, within a reasonable time, any distribution to which such Partner is entitled under the Agreement.

Section 12.2 Events of Withdrawal of General Partner

A Person ceases to be a General Partner of a limited partnership upon the occurrence of any event described in 11 V.S.A. § 3432, including:

(a) The General Partner's voluntary withdrawal with consent of all Partners as specified in this Agreement;

(b) The General Partner's removal by the affirmative vote of Limited Partners holding at least [____]% of the aggregate Percentage Interests;

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

(d) The General Partner becoming subject to a decree of judicial dissolution;

(e) The General Partner's Bankruptcy;

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

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

(h) 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 the business of the Partnership.

(b) If all General Partners have withdrawn, the Partnership shall be dissolved unless, within ninety (90) days, all remaining Limited Partners agree in writing to continue the Partnership and to the appointment of one or more new General Partners, in accordance with 11 V.S.A. § 3461.

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.

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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, in accordance with 11 V.S.A. § 3461:

(a) At the time or upon the happening of events specified in the Certificate;

(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 11 V.S.A. § 3462; or

(e) As otherwise required by law.

Section 13.2 Judicial Dissolution

On application by or for a Partner, the Vermont Superior Court may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with this Agreement, in accordance with 11 V.S.A. § 3462.

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 11 V.S.A. § 3463.

(b) The Person winding up shall:

(i) Collect all assets of the Partnership;

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

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

(iv) File a certificate of cancellation with the Vermont Secretary of State in accordance with 11 V.S.A. § 3413.

Section 13.4 Distribution of Assets Upon Dissolution

Upon the winding up, the assets shall be distributed in the following order of priority, in accordance with 11 V.S.A. § 3464:

(a) First, to creditors of the Partnership, including Partners who are creditors, in satisfaction of liabilities (other than liabilities for distributions);

(b) Second, except as provided in this Agreement, to Partners and former Partners in satisfaction of liabilities for distributions;

(c) Third, to Partners, first for the return of their contributions, and second 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.

(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, 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, the General Partner (or other authorized Person) shall file a certificate of cancellation with the Vermont Secretary of State in accordance with 11 V.S.A. § 3413.

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 assets are insufficient, no Partner shall have 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 at its specified office, in accordance with 11 V.S.A. § 3405.

(b) The Partnership's records shall include:

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

(ii) A copy of this Agreement and the Certificate and all amendments;

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

(iv) Copies of any then effective written powers of attorney;

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

(vi) A record of all Capital Contributions, distributions, and Capital Account balances; and

(vii) Such other records as are required by the Act.

Section 14.2 Accounting Method

The Partnership's books shall be maintained on the:

☐ Cash method of accounting

☐ Accrual method of accounting

☐ Other: [________________________________]

Section 14.3 Fiscal Year

The Fiscal Year shall be the calendar year, unless otherwise 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 including a balance sheet, income statement, and statement of cash flows.

☐ Audited financial statements

☐ Reviewed financial statements

☐ Compiled financial statements

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

(b) Financial statements shall be prepared in accordance with GAAP.

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. The General Partner shall provide each Partner with a copy of such Partner's Schedule K-1 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 financial institutions designated by the General Partner. Withdrawals 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 a corporation under Treasury Regulation § 301.7701-3.

Section 15.2 Partnership Representative

(a) The General Partner shall serve as the Partnership Representative within the meaning of Code Section 6223.

(b) The Partnership Representative shall have authority to:

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

(ii) Represent the Partnership in all tax audits and proceedings;

(iii) Extend any statute of limitations;

(iv) Settle any tax controversy; and

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

(c) The Partnership Representative shall keep all Partners informed and shall not settle any controversy without the prior written consent of 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) Elections under Code Section 6226;

(c) Elections relating to depreciation methods; and

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

Section 15.4 Vermont State Tax Provisions

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

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

(c) Vermont imposes income tax on individuals at graduated rates; nonresident Partners will be subject to Vermont income tax on their distributive share of Partnership income attributable to Vermont sources.

Section 15.5 Withholding

The Partnership is authorized to withhold from distributions any amounts required to be withheld under federal, Vermont, or local tax laws. Amounts withheld shall be treated as distributions 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, employees, agents, and Affiliates (each, an "Indemnified Person") from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

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

(b) Expenses incurred in defending any action shall be advanced by the Partnership upon receipt of an undertaking to repay such advances if it is ultimately determined that indemnification is not warranted.

Section 16.2 Limitation of Liability of General Partner

The General Partner shall not be liable for any loss incurred by reason of any act or omission performed in good faith and within the scope of its authority, except for losses resulting from willful misconduct, bad faith, or gross negligence.

Section 16.3 Limitation of Liability of Limited Partners

No Limited Partner shall be liable for the obligations of the Partnership beyond such Limited Partner's Capital Contributions and obligation to make Additional Capital Contributions, in accordance with 11 V.S.A. § 3423.

Section 16.4 Liability for False Statement in Certificate

A Partner who knows the Certificate contains a false statement and who is aware of the reliance of a third party on the Certificate may be liable to such third party, in accordance with 11 V.S.A. § 3417.

Section 16.5 Insurance

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

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ARTICLE 17: DISPUTE RESOLUTION

Section 17.1 Negotiation

In the event of any Dispute arising out of or relating to this Agreement, the disputing parties shall first attempt to resolve the Dispute through good faith negotiation within [____] days of written notice of 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)

☐ JAMS

☐ A mutually agreed-upon mediator

☐ Other: [________________________________]

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

Section 17.3 Arbitration

If the Dispute is not resolved through mediation within [____] days, 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

☐ Other: [________________________________]

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

(b) The arbitration shall be conducted by [____] arbitrator(s).

(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 Vermont Superior Court or the United States District Court for the District of Vermont.

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

Section 17.4 Injunctive Relief

Any party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in Vermont without first submitting to mediation or arbitration if necessary to protect the party's rights.

Section 17.5 Governing Law for Disputes

All Disputes shall be governed by Vermont law, without giving effect to 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 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

☐ All Limited Partners

(b) No amendment shall:

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

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

(iii) Amend this Section 18.1 without unanimous consent; or

(iv) Impose additional Capital Contribution obligations without such Partner's consent.

Section 18.2 Administrative Amendments

The General Partner may, without Limited Partner consent, amend this Agreement to:

(a) Reflect the admission or withdrawal of Partners;

(b) Reflect changes in Percentage Interests;

(c) Cure any ambiguity or inconsistency;

(d) Comply with applicable law; or

(e) Make other changes that do not adversely affect Limited Partner rights.

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ARTICLE 19: GENERAL PROVISIONS

Section 19.1 Notices

All notices shall be in writing and deemed duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested; (c) sent by nationally recognized overnight courier; or (d) sent by electronic mail with confirmation of receipt. Notices shall be addressed to each Partner at the address on Exhibit A or at such other address as designated in writing.

Section 19.2 Governing Law

This Agreement shall be governed by the laws of the State of Vermont, including the Act, without giving effect to choice of law or conflict of law rules.

Section 19.3 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Section 19.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder shall not be affected. The invalid provision shall be reformed to the minimum extent necessary.

Section 19.5 Binding Effect

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

Section 19.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same force and effect as original signatures under the Vermont Uniform Electronic Transactions Act (9 V.S.A. Chapter 20).

Section 19.7 Waiver

No waiver shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver thereof.

Section 19.8 Headings

Headings are for convenience only and shall not affect construction or interpretation.

Section 19.9 Construction

(a) "Including" means "including, without limitation."

(b) References to Sections, Articles, and Exhibits refer to this Agreement unless otherwise indicated.

(c) This Agreement shall not be construed against any party solely because it was drafted by such party.

Section 19.10 Creditors

No provision of this Agreement shall be for the benefit of or enforceable by any creditor of the Partnership or any Partner, except as required by the Act.

Section 19.11 Jurisdiction and Venue

Each party irrevocably submits to the exclusive jurisdiction of the Vermont Superior Court and the United States District Court for the District of Vermont for any action arising out of this Agreement.

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 this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Section 19.14 Confidentiality

Each Partner agrees to maintain the confidentiality of all proprietary Partnership information and shall not disclose such information to third parties without the General Partner's prior written consent, except as required by law or for tax reporting.

Section 19.15 Force Majeure

No party shall be liable for failure or delay in performance caused by circumstances beyond such party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, fire, floods, epidemics, pandemics, or strikes.

Section 19.16 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party shall have any rights hereunder.

Section 19.17 Further Assurances

Each party shall execute and deliver such additional documents and take such actions as may be reasonably necessary to carry out this Agreement.

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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

State of Vermont

County of [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public in and for the State of Vermont, 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

State of Vermont

My Commission Expires: [__/__/____]

[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)

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: Vermont Secretary of State, Corporations Division

Address: 128 State Street, Montpelier, Vermont 05633

Phone: (802) 828-2386

Website: https://sos.vermont.gov/corporations/

Filing Fee: $125.00

Certificate of Limited Partnership Requirements (11 V.S.A. § 3411):

The Certificate of Limited Partnership shall set forth:

1. The name of the limited partnership
2. The address of the office and the name and address of the agent for service of process required to be maintained under 11 V.S.A. § 3404
3. The name and the business address of each general partner
4. The latest date upon which the limited partnership is to dissolve
5. Any other matters the general partners determine to include

Filed on: [__/__/____]

Filing Number: [________________________________]

Biennial/Annual Report Requirements:

The Partnership must file periodic reports with the Vermont Secretary of State as required by Vermont law to maintain good standing.

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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 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 and encumbrances;
3. The Assignor has full power and authority to execute this Assignment;
4. This Assignment complies with Article 10 of the Agreement; and
5. All required consents 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 of the Agreement;
3. The Assignee is acquiring the Partnership Interest for investment purposes only;
4. The Assignee understands the restrictions on Transfer set forth in Article 10 of the Agreement; and
5. Under 11 V.S.A. § 3452, an assignment does not entitle the assignee to become or exercise any rights of a Partner unless the assignee is admitted as a substituted Limited Partner.

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 Vermont before use. Laws and regulations change frequently; verify all statutory citations and filing requirements with the Vermont Secretary of State and current Vermont Statutes before relying on this document.

Sources and References:

• Vermont Uniform Limited Partnership Act: 11 V.S.A. Chapter 23 (§§ 3401-3474)
• Vermont Secretary of State, Corporations Division: https://sos.vermont.gov/corporations/
• Vermont Statutes Online: https://legislature.vermont.gov/statutes/fullchapter/11/023
• Vermont Department of Taxes: https://tax.vermont.gov
• Internal Revenue Code and Treasury Regulations (tax provisions)