LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________] L.P.

A West 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 West Virginia Uniform Limited Partnership Act, W. Va. Code Chapter 47, Article 9 (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 West Virginia for the purposes described herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the West Virginia Secretary of State pursuant to W. Va. Code § 47-9-8;

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 West Virginia Secretary of State on [__/__/____] (the "Formation Date"), in accordance with W. Va. Code § 47-9-8. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Secretary of State, or at any later time specified in the certificate.

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 W. Va. Code § 47-9-2, 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 Registered Agent and Office

(a) The Secretary of State of West Virginia is constituted the attorney-in-fact for all limited partnerships upon whom may be served all lawful process, in accordance with W. Va. Code § 47-9-4.

(b) The Partnership shall also maintain an office in the State of West Virginia, at the following address:

Street Address: [________________________________]

City: [________________________________], West Virginia [____]

(c) The Partnership shall also designate an agent for service of process:

Name: [________________________________]

Address: [________________________________]

City: [________________________________], West Virginia [____]

(d) The General Partner may change the office and agent by filing the appropriate documents with the West Virginia Secretary of State.

Section 1.5 Principal Place of Business

The principal place of business of the Partnership is:

[________________________________]

[________________________________]

[________________________________], West 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 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.

☐ 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 West Virginia Secretary of State in accordance with W. Va. Code § 47-9-8.

(b) The General Partner shall file amendments to the Certificate as required by W. Va. Code § 47-9-9, including upon changes in: (i) the name of the limited partnership; (ii) the character of the business; (iii) the amount or character of the contribution of any limited partner; (iv) the admission of a new limited partner; (v) the withdrawal of a limited partner; (vi) the continuation of the business upon withdrawal of a general partner; and (vii) any other matters required to be stated in the Certificate.

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

Section 1.8 Supplemental Law

In any case not provided for in this Agreement or the Act, the provisions of the West Virginia Uniform Partnership Act (W. Va. Code Chapter 47B) shall govern, in accordance with W. Va. Code § 47-9-63.

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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 West Virginia Uniform Limited Partnership Act, W. Va. Code Chapter 47, Article 9 (§§ 47-9-1 through 47-9-63), as amended from time to time.

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

"Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account balance after giving effect to credit and debit adjustments described in Treasury Regulation § 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

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

"Bankruptcy" means the filing of a voluntary or involuntary petition under federal bankruptcy laws (the latter not dismissed within ninety (90) days), the appointment of a receiver or trustee, or 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 Treasury Regulation § 1.704-1(b)(2)(iv).

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

"Certificate" means the Certificate of Limited Partnership filed with the West Virginia Secretary of State pursuant to W. Va. Code § 47-9-8.

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

"Distributable Cash" means all cash received from Partnership operations, less amounts set aside for expenses, debt service, capital improvements, and reserves as determined 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 calendar year, unless otherwise required by the Code.

"General Partner" means any Person designated as a general partner in this Agreement or admitted as an additional or successor General Partner.

"Initial Capital Contribution" means the Capital Contribution set forth on Exhibit A.

"Interest" or "Partnership Interest" means a Partner's entire interest in the Partnership, as described in W. Va. Code § 47-9-33. A partnership interest is personal property.

"Limited Partner" means any Person designated as a limited partner in this Agreement or admitted as an additional or substitute 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 under Code Section 703(a), with appropriate adjustments.

"Partner" means a General Partner or a Limited Partner.

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

"Percentage Interest" means the percentage set forth on Exhibit A for each Partner.

"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.

"UPA" means the West Virginia Uniform Partnership Act, W. Va. Code Chapter 47B, as referenced in W. Va. Code § 47-9-63.

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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 lawful business that a limited partnership may conduct under W. Va. Code § 47-9-6.

Section 3.2 Powers

The Partnership shall have all powers necessary to carry out its purposes, including:

(a) Acquiring, holding, managing, developing, selling, leasing, and dealing in real and personal property;

(b) Borrowing money and granting security interests;

(c) Entering into contracts and agreements;

(d) Employing agents, employees, and professionals;

(e) Opening bank accounts and investing funds;

(f) Bringing and defending legal proceedings in any West Virginia Circuit Court or other court of competent jurisdiction;

(g) Obtaining insurance;

(h) Making distributions to Partners; and

(i) Taking all other necessary or advisable actions.

Section 3.3 Business Transactions with Partners

A General Partner or Limited Partner may transact business with the Partnership in accordance with W. Va. Code § 47-9-7. A Partner who is a creditor of the Partnership shall have the same rights and obligations as a nonpartner creditor, subject to other applicable law.

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ARTICLE 4: PARTNERS -- GENERAL AND LIMITED

Section 4.1 General Partner

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

Section 4.2 Limited Partners

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

Each Partner represents and warrants that: (a) it has the legal capacity and authority to execute this Agreement; (b) execution does not violate any law or agreement; (c) this Agreement is a valid and binding obligation; (d) it is acquiring its Interest for investment purposes only; (e) it has had the opportunity for independent legal and tax advice; (f) if an entity, it is duly organized and in good standing; and (g) it is not violating any applicable securities laws.

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ARTICLE 5: CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions

Each Partner shall make an Initial Capital Contribution as set forth on Exhibit A on or before the Effective Date.

Section 5.2 Additional Capital Contributions

(a) No Partner shall be required to make Additional Capital Contributions except as follows:

☐ No Additional Capital Contributions required

☐ Additional Capital Contributions upon Capital Call (Section 5.3)

☐ Other: [________________________________]

(b) Additional Capital Contributions shall be proportionate to Percentage Interests unless otherwise agreed.

Section 5.3 Capital Calls

(a) The General Partner may issue Capital Calls when additional capital is necessary or advisable.

(b) Notice shall specify: (i) aggregate amount; (ii) each Partner's share; (iii) purpose; and (iv) due date (not less than thirty (30) days from notice).

(c) Capital Calls require:

☐ General Partner approval only

☐ General Partner and Majority in Interest of Limited Partners

☐ All Partners

(d) Default. Upon default, the General Partner may: (i) dilute the defaulting Partner's Interest; (ii) charge interest at [____]% per annum; (iii) permit non-defaulting Partners to contribute the defaulting share; (iv) pursue other remedies; or (v) any combination.

Section 5.4 Capital Accounts

A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation § 1.704-1(b)(2)(iv), credited with contributions and profits, debited with distributions and losses.

Section 5.5 No Interest on Capital

No interest shall be paid on Capital Contributions or Capital Account balances unless otherwise agreed.

Section 5.6 Return of Capital

(a) No Partner may demand return of Capital Contributions except as provided herein.

(b) No Partner is liable for the return of another Partner's Capital Contributions.

(c) No Limited Partner is obligated to restore a negative Capital Account balance.

Section 5.7 Form of Contribution

Contributions may be in cash or, with the General Partner's approval, in property, services rendered, or promissory notes, in accordance with W. Va. Code § 47-9-27. 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 shall be allocated in proportion to Percentage Interests, except as required by Section 6.2 or the Code.

(b) Net Losses shall be allocated in proportion to Percentage Interests; provided no allocation shall cause or increase a deficit in a Limited Partner's Adjusted Capital Account.

(c) Unallocated losses shall be allocated to the General Partner.

Section 6.2 Special Allocations

(a) Qualified Income Offset. Per Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

(b) Minimum Gain Chargeback. Per Treasury Regulation § 1.704-2(f).

(c) Partner Minimum Gain Chargeback. Per Treasury Regulation § 1.704-2(i)(4).

(d) Nonrecourse Deductions. Allocated in proportion to Percentage Interests.

(e) Partner Nonrecourse Deductions. Allocated to the Partner bearing economic risk of loss.

(f) Code Section 754 Adjustments. Allocated consistently with Treasury Regulations.

Section 6.3 Tax Allocations

(a) Tax items shall follow "book" items, except as otherwise required.

(b) Code Section 704(c) allocations for contributed property shall be applied.

(c) Code Section 704(c) method:

☐ Traditional Method

☐ Traditional Method with Curative Allocations

☐ Remedial Method

Section 6.4 Distributions

(a) Sharing of Profits, Losses, and Distributions. The profits and losses shall be allocated, and distributions shared, as provided in this Agreement and in accordance with W. Va. Code §§ 47-9-29 and 47-9-30. If this Agreement does not so provide, distributions shall be on the basis of the value of each Partner's contribution as stated in the Partnership records.

(b) Timing. Distributions shall be made not less frequently than:

☐ Quarterly

☐ Semi-annually

☐ Annually

☐ Other: [________________________________]

(c) Order of Distribution:

(i) First, to Partners in proportion to Percentage Interests until each has received cumulative distributions equal to Capital Contributions;

(ii) Second, for a preferred return of [____]% per annum on unreturned Capital Contributions;

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

(d) Tax Distributions. The General Partner shall cause tax distributions sufficient to cover each Partner's estimated tax liability from Partnership income, at the highest marginal federal and West Virginia state rate.

(e) In-Kind Distributions. Permitted only with the General Partner's consent, valued at fair market value.

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ARTICLE 7: MANAGEMENT AND VOTING RIGHTS

Section 7.1 Management by General Partner

The management and operation of the Partnership is vested exclusively in the General Partner, in accordance with W. Va. Code § 47-9-24. 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.

Section 7.2 Voting Rights of Limited Partners

(a) The partnership agreement may grant to all or a specified group of limited partners the right to vote upon any matter, in accordance with W. Va. Code § 47-9-17.

(b) The following matters require Limited Partner approval:

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
Any transaction with an Affiliate of the General Partner	[____]% of Limited Partners

(c) Each Limited Partner votes in proportion to its Percentage Interest.

Section 7.3 Meetings

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

(b) Written notice of at least [____] days shall be given specifying time, place, and purpose.

(c) A quorum requires a Majority in Interest.

(d) Actions may be taken by written consent without a meeting.

Section 7.4 Limitation on Liability for Participation

A Limited Partner's participation in voting or other activities permitted under this Agreement shall not constitute participation in control of the business within the meaning of W. Va. Code § 47-9-19.

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ARTICLE 8: RIGHTS AND OBLIGATIONS OF GENERAL PARTNER

Section 8.1 Authority

(a) The General Partner has full, exclusive authority to manage and control the Partnership, in accordance with W. Va. Code § 47-9-24.

(b) The General Partner is authorized to:

(i) Execute agreements and contracts;

(ii) Open and maintain bank accounts;

(iii) Hire and terminate employees and contractors;

(iv) Retain professional advisors;

(v) Incur indebtedness and grant security interests;

(vi) Acquire, manage, sell, and deal with property;

(vii) Make tax elections;

(viii) Institute and defend legal proceedings in any West Virginia Circuit Court or other court;

(ix) Obtain insurance;

(x) Establish reserves; and

(xi) Take all other necessary or advisable actions.

Section 8.2 Duties

(a) The General Partner shall owe fiduciary duties to the Partnership and the Limited Partners, including duties of loyalty and care, consistent with applicable West Virginia law and the UPA.

(b) The General Partner shall act in good faith and in a manner reasonably believed to be in the best interests of the Partnership.

(c) The General Partner shall devote such time as necessary for proper management.

Section 8.3 Compensation

(a) The General Partner shall receive:

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

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

☐ No management fee

☐ Other: [________________________________]

(b) Reimbursement for all reasonable out-of-pocket expenses.

Section 8.4 Limitation on Authority

The General Partner shall not, without the consent specified in Section 7.2:

(a) Sell all or substantially all assets;

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

(c) Incur indebtedness exceeding $[________________________________];

(d) Enter into Affiliate transactions;

(e) Amend material provisions of this Agreement;

(f) File a voluntary bankruptcy petition;

(g) Admit any new Partner; or

(h) Take action making it impossible to carry on the ordinary business.

Section 8.5 General Partner Contributions

A General Partner may contribute to the Partnership and share in profits, losses, and distributions in accordance with W. Va. Code § 47-9-25.

Section 8.6 Other Activities

The General Partner may engage in other activities unless restricted by this Agreement.

☐ Exclusivity Provision. The General Partner shall not engage in competing activities without consent of a Majority in Interest of 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 participates in the control of the business, in accordance with W. Va. Code § 47-9-19.

(b) If a Limited Partner participates in control, the Limited Partner is liable only to Persons who transact business with the Partnership reasonably believing, based on the Limited Partner's conduct, that the Limited Partner is a General Partner.

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

Section 9.2 No Right of Management

A Limited Partner shall not participate in management or control except as expressly provided in this Agreement or the Act.

Section 9.3 Right to Information

(a) Each Limited Partner has the right to obtain from the Partnership the information described in W. Va. Code § 47-9-21, including:

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

(ii) Copies of the Partnership's income tax returns;

(iii) A current list of Partners with names and addresses;

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

(v) True and full information regarding contributions by each Partner; and

(vi) Other information as is just and reasonable.

(b) The General Partner shall notify all Limited Partners within [____] days of any material event.

Section 9.4 Person Erroneously Believing Himself Limited Partner

A Person who makes a contribution and erroneously but in good faith believes himself to be a limited partner is not a general partner and is not bound by Partnership obligations if, on ascertaining the mistake, the Person either causes an appropriate certificate to be filed or withdraws from future equity participation, in accordance with W. Va. Code § 47-9-20.

Section 9.5 Inspection Rights

A Limited Partner may inspect and copy Partnership books and records during normal business hours upon reasonable notice, in accordance with W. Va. Code § 47-9-5.

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ARTICLE 10: TRANSFER OF PARTNERSHIP INTERESTS

Section 10.1 General Restrictions

(a) No Partner may Transfer all or any portion of its Partnership Interest except in compliance with this Article 10.

(b) Any purported Transfer in violation of this Article shall be null and void.

Section 10.2 Nature of Interest

A Partnership Interest is personal property, in accordance with W. Va. Code § 47-9-33.

Section 10.3 Permitted Transfers

A Transfer is permitted without compliance with Sections 10.4 and 10.5 if made: (a) to a trust for the transferring Partner's benefit or immediate family; (b) to an entity controlled by the transferring Partner; (c) by bequest or intestate succession upon death; or (d) to an existing Partner.

Section 10.4 Right of First Refusal

(a) Before any non-Permitted Transfer, the transferring Partner shall offer the Interest to other Partners.

(b) The Transfer Notice shall specify: (i) Interest to be Transferred; (ii) proposed transferee; (iii) price and terms; and (iv) all material terms.

(c) Non-transferring Partners have [____] days to exercise pro rata purchase rights.

(d) If not fully exercised, the Transfer may be completed within [____] days on no less favorable terms.

Section 10.5 Consent Requirements

Non-Permitted Transfers require consent of:

☐ The General Partner only

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

☐ All Partners

Section 10.6 Effect of Assignment

(a) An assignment of a Partnership Interest does not dissolve the Partnership, in accordance with W. Va. Code § 47-9-34. Unless the assignee becomes a substituted Limited Partner, the assignment entitles the assignee only to receive distributions and allocations to which the assignor would have been entitled.

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

(c) Until an assignee becomes a substituted Limited Partner, the assignor continues to be a Partner.

Section 10.7 Rights of Creditor

On application to a court of competent jurisdiction by any judgment creditor of a Partner, the court may charge the Partnership Interest of the Partner with payment of the unsatisfied amount of the judgment, in accordance with W. Va. Code § 47-9-35.

Section 10.8 Conditions to Transfer

No Transfer shall be effective unless: (a) the transferee agrees to be bound by this Agreement; (b) applicable securities laws are satisfied; (c) the Transfer would not cause PTP treatment; (d) the Transfer would not cause Partnership termination; and (e) all consents have been obtained.

Section 10.9 Drag-Along Rights

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

Section 10.10 Tag-Along Rights

If the General Partner Transfers its Interest, each Limited Partner may participate pro rata on the same terms.

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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 W. Va. Code § 47-9-16, with:

(i) The General Partner's written consent; and

(ii) Additional consent:

☐ No additional consent required

☐ A Majority in Interest of existing Limited Partners

☐ All existing Limited Partners

(b) The new Partner shall execute a counterpart of this Agreement and make the required Capital Contribution.

Section 11.2 Admission of Substitute Limited Partners

An assignee may be admitted upon: (a) compliance with Article 10; (b) General Partner consent; (c) execution of this Agreement; and (d) payment of admission expenses.

Section 11.3 Admission of Additional General Partners

A Person may be admitted as an additional or successor General Partner with the written consent of all Partners, unless this Agreement provides otherwise, and upon the affirmative vote of Limited Partners holding at least [____]%.

Section 11.4 Amendment of Records

Upon admission of any new Partner, the General Partner shall amend Exhibit A and file any required Certificate amendment with the Secretary of State per W. Va. Code § 47-9-9.

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ARTICLE 12: WITHDRAWAL AND DISSOCIATION

Section 12.1 Withdrawal of Limited Partner

(a) A Limited Partner may withdraw at the time or upon events specified in this Agreement, in accordance with W. Va. Code § 47-9-38.

(b) If not specified, a Limited Partner may withdraw upon not less than six (6) months' prior written notice.

(c) A withdrawing Limited Partner is entitled to receive any distribution to which such Partner is entitled under the Agreement and the Act.

Section 12.2 Events of Withdrawal of General Partner

A Person ceases to be a General Partner upon the occurrence of events described in W. Va. Code § 47-9-23, including:

(a) Voluntary withdrawal with consent;

(b) Removal by the affirmative vote of Limited Partners holding at least [____]% upon not less than [____] days' notice;

(c) Assignment of the entire Partnership Interest;

(d) Bankruptcy;

(e) Death or adjudication of incompetency (if a natural person);

(f) Termination of existence (if an entity); or

(g) Appointment of a receiver, trustee, or liquidator.

Section 12.3 Effect of General Partner Withdrawal

(a) If a General Partner withdraws and at least one remains, the remaining General Partner(s) shall continue the business.

(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 and appoint a new General Partner, in accordance with W. Va. Code § 47-9-44.

Section 12.4 Distribution upon Withdrawal

Upon withdrawal, a withdrawing Partner is entitled to receive distributions as provided in W. Va. Code § 47-9-41, unless otherwise provided in this Agreement.

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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 W. Va. Code § 47-9-44:

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

(b) The written consent of all Partners;

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

(d) The entry of a judicial decree under W. Va. Code § 47-9-45; or

(e) As otherwise required by law.

Section 13.2 Judicial Dissolution

On application by or for a Partner, the Circuit Court of the county in which the Partnership's principal office is located may decree dissolution whenever it is not reasonably practicable to carry on the business in conformity with this Agreement, in accordance with W. Va. Code § 47-9-45.

Section 13.3 Winding Up

(a) Upon dissolution, the General Partner (or a Person appointed by the Limited Partners or court) shall wind up the Partnership's affairs in accordance with W. Va. Code § 47-9-46.

(b) The Person winding up shall:

(i) Collect all assets;

(ii) Discharge or provide for all liabilities;

(iii) Distribute remaining assets per Section 13.4;

(iv) File a certificate of cancellation with the Secretary of State per W. Va. Code § 47-9-10.

Section 13.4 Distribution of Assets Upon Dissolution

Assets shall be distributed in the following order, in accordance with W. Va. Code § 47-9-47:

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

(b) Second, except as otherwise 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 restore a deficit Capital Account.

(b) The General Partner shall restore any deficit within ninety (90) days of final liquidation, per Treasury Regulation § 1.704-1(b)(2)(ii)(b)(3).

Section 13.6 Certificate of Cancellation

Upon completion of winding up, the General Partner or authorized Person shall file a certificate of cancellation with the West Virginia Secretary of State per W. Va. Code § 47-9-10.

Section 13.7 Return of Contribution Nonrecourse to Other Partners

Each Limited Partner shall look solely to Partnership assets for the return of its Capital Contribution. No Partner shall have recourse against any other Partner for shortfalls.

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ARTICLE 14: BOOKS, RECORDS, AND ACCOUNTING

Section 14.1 Books and Records

The Partnership shall maintain at its office records as required by W. Va. Code § 47-9-5, including:

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

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

(c) Copies of effective written powers of attorney;

(d) Federal, state, and local income tax returns for three years;

(e) Financial statements for three years;

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

(g) Other records required by the Act.

Section 14.2 Accounting Method

☐ Cash method

☐ Accrual method

☐ Other: [________________________________]

Section 14.3 Fiscal Year

The Fiscal Year shall be the calendar year.

Section 14.4 Financial Statements

(a) The General Partner shall deliver:

(i) Annual Financial Statements within [____] days after year-end:

☐ Audited

☐ Reviewed

☐ Compiled

(ii) Quarterly Reports within [____] days after quarter-end.

(b) Statements shall be prepared in accordance with GAAP.

Section 14.5 Tax Returns

Tax returns shall be prepared and timely filed. Schedule K-1s shall be provided within [____] days after year-end.

Section 14.6 Bank Accounts

All funds shall be deposited in accounts designated by the General Partner. Withdrawals by authorized Persons only.

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ARTICLE 15: TAX MATTERS

Section 15.1 Tax Classification

The Partnership shall be classified as a partnership for federal income tax purposes.

Section 15.2 Partnership Representative

(a) The General Partner shall serve as Partnership Representative under Code Section 6223.

(b) The Partnership Representative shall have authority to represent the Partnership in audits, make elections, settle controversies, and make push-out elections under Code Section 6226.

(c) The Partnership Representative shall keep Partners informed and shall not settle controversies without prior consent of a Majority in Interest.

Section 15.3 Tax Elections

The General Partner may make or revoke tax elections, including: (a) Code Section 754 elections; (b) Code Section 6226 elections; (c) depreciation elections; and (d) other elections under the Code or West Virginia tax law.

Section 15.4 West Virginia State Tax Provisions

(a) The Partnership shall comply with West Virginia tax requirements, including filing partnership returns with the West Virginia State Tax Department.

(b) Each Partner acknowledges responsibility for West Virginia income taxes on allocated Partnership income.

(c) The Partnership shall withhold taxes on behalf of nonresident Partners as required by W. Va. Code § 11-21-71a, requiring withholding on the distributive share of income allocable to nonresident Partners.

Section 15.5 Withholding

The Partnership may withhold from distributions any amounts required by federal, West Virginia, or local tax law. Amounts withheld shall be treated as distributions.

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ARTICLE 16: INDEMNIFICATION AND LIABILITY

Section 16.1 Indemnification

(a) The Partnership shall indemnify the General Partner and its officers, directors, managers, employees, agents, and Affiliates (each, an "Indemnified Person") from claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising from the management of the Partnership's business, provided such Person acted in good faith and not in willful misconduct, bad faith, gross negligence, or material breach of this Agreement.

(b) Expenses shall be advanced upon receipt of an undertaking to repay if indemnification is ultimately not warranted.

Section 16.2 General Partner Limitation of Liability

The General Partner shall not be liable for losses incurred through good-faith acts within the scope of its authority, except for willful misconduct, bad faith, or gross negligence.

Section 16.3 Limited Partner Liability

No Limited Partner is liable for Partnership obligations beyond Capital Contributions and obligations for Additional Capital Contributions, per W. Va. Code § 47-9-19.

Section 16.4 Liability for False Certificate Statements

A Partner who knows the Certificate contains a false statement is liable to third parties who rely on the Certificate, per W. Va. Code § 47-9-14.

Section 16.5 Insurance

The General Partner may obtain insurance at Partnership expense against any liability of Indemnified Persons.

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ARTICLE 17: DISPUTE RESOLUTION

Section 17.1 Negotiation

In the event of any Dispute, the parties shall first attempt good faith negotiation within [____] days.

Section 17.2 Mediation

If not resolved within [____] days, the Dispute shall be submitted to mediation by:

☐ The American Arbitration Association (AAA)

☐ JAMS

☐ A mutually agreed-upon mediator

☐ The West Virginia State Bar Mediation Program

☐ Other: [________________________________]

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

Section 17.3 Arbitration

If not resolved within [____] days of mediation, the Dispute shall be resolved by binding arbitration by:

☐ The American Arbitration Association (AAA)

☐ JAMS

☐ Other: [________________________________]

(a) Arbitration shall be in [________________________________], West Virginia.

(b) [____] arbitrator(s) with partnership and business law experience.

(c) The award shall be final and binding, with judgment entered in any court, including any West Virginia Circuit Court or the United States District Court for the Northern or Southern District of West Virginia.

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

Section 17.4 Injunctive Relief

Any party may seek injunctive relief from a West Virginia court without first submitting to mediation or arbitration.

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ARTICLE 18: AMENDMENTS

Section 18.1 Amendments

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

☐ A Majority in Interest of Limited Partners

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

☐ All Limited Partners

(b) No amendment shall: (i) modify limited liability without Partner consent; (ii) alter profit/loss/distribution interests without Partner consent; (iii) amend this Section without unanimous consent; or (iv) impose additional contribution obligations without Partner consent.

Section 18.2 Administrative Amendments

The General Partner may amend without Limited Partner consent to: (a) reflect admissions or withdrawals; (b) reflect Percentage Interest changes; (c) cure ambiguities; (d) comply with law; or (e) make non-adverse changes.

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ARTICLE 19: GENERAL PROVISIONS

Section 19.1 Notices

All notices shall be in writing, deemed given when: (a) personally delivered; (b) sent by registered/certified mail; (c) sent by overnight courier; or (d) sent by email with confirmation. Notices addressed per Exhibit A.

Section 19.2 Governing Law

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

Section 19.3 Entire Agreement

This Agreement, including Exhibits, constitutes the entire agreement and supersedes all prior agreements.

Section 19.4 Severability

Invalid provisions shall be reformed; the remainder shall be unaffected.

Section 19.5 Binding Effect

This Agreement binds and benefits the parties and their heirs, executors, administrators, successors, and permitted assigns.

Section 19.6 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall have full effect under the West Virginia Uniform Electronic Transactions Act (W. Va. Code § 39A-1-1 et seq.).

Section 19.7 Waiver

No waiver is effective unless in writing. No failure to exercise any right shall constitute a waiver.

Section 19.8 Headings

Headings are for convenience only.

Section 19.9 Construction

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

(b) References to Sections and Exhibits refer to this Agreement.

(c) No party is disadvantaged by reason of drafting.

Section 19.10 Creditors

No provision benefits creditors of the Partnership or Partners except as required by the Act.

Section 19.11 Jurisdiction and Venue

Each party irrevocably submits to the exclusive jurisdiction of West Virginia Circuit Courts and the United States District Courts for the Northern and Southern Districts of West Virginia.

Section 19.12 Jury Waiver

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

Section 19.13 Attorneys' Fees

The prevailing party shall recover its reasonable attorneys' fees and costs.

Section 19.14 Confidentiality

Each Partner shall maintain the confidentiality of proprietary Partnership information except as required by law or for tax reporting.

Section 19.15 Force Majeure

No party is liable for failure or delay caused by circumstances beyond reasonable control.

Section 19.16 No Third-Party Beneficiaries

This Agreement benefits only the parties and their permitted successors and assigns.

Section 19.17 Further Assurances

Each party shall execute additional documents as necessary.

Section 19.18 Supplemental Law

In any case not provided for in this Agreement or the Act, the West Virginia Uniform Partnership Act (W. Va. Code Chapter 47B) shall govern, in accordance with W. Va. Code § 47-9-63.

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ARTICLE 20: SIGNATURE BLOCKS

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

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 West Virginia

County of [________________________________]

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

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: West Virginia Secretary of State, Business Organizations Division

Address: State Capitol Building, 1900 Kanawha Blvd. E., Suite 157-K, Charleston, West Virginia 25305

Phone: (304) 558-8000

Website: https://sos.wv.gov

Filing Fee: $100.00 (waived for veteran-owned organizations)

Certificate of Limited Partnership Requirements (W. Va. Code § 47-9-8):

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
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: [________________________________]

NOTE: The Secretary of State of West Virginia is constituted the attorney-in-fact for all limited partnerships upon whom may be served all lawful process, per W. Va. Code § 47-9-4. Service of process is effective when served upon the Secretary of State.

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EXHIBIT C: FORM OF ASSIGNMENT OF PARTNERSHIP INTEREST

ASSIGNMENT OF PARTNERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned ("Assignor") hereby assigns to [________________________________] ("Assignee") a [____]% Partnership Interest in [________________________________] L.P. (the "Partnership"), subject to the terms of the Limited Partnership Agreement dated [__/__/____] (the "Agreement").

The Assignor represents and warrants that: (1) the Assignor is the lawful owner; (2) the Interest is free of liens; (3) the Assignor has authority; (4) this Assignment complies with Article 10; and (5) all required consents have been obtained.

The Assignee acknowledges that: (1) the Assignee has reviewed the Agreement; (2) the Assignee agrees to be bound by the Agreement; (3) the Assignee acquires the Interest for investment purposes only; (4) under W. Va. Code § 47-9-34, this assignment does not dissolve the Partnership nor entitle the Assignee to exercise Partner rights unless admitted as a substituted Limited Partner; and (5) Transfer restrictions in Article 10 apply.

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

Sources and References:
- West Virginia Uniform Limited Partnership Act: W. Va. Code Chapter 47, Article 9 (§§ 47-9-1 through 47-9-63)
- West Virginia Uniform Partnership Act (supplemental): W. Va. Code Chapter 47B
- West Virginia Secretary of State: https://sos.wv.gov
- West Virginia Legislature Code: https://code.wvlegislature.gov/47-9/
- West Virginia State Tax Department: https://tax.wv.gov
- Internal Revenue Code and Treasury Regulations (tax provisions)