Partnership Agreement (California)

PARTNERSHIP AGREEMENT

This Partnership (the "Agreement") is made by and among the General Partners listed below (the "General Partners").

ARTICLE I - GENERAL PROVISIONS

1.1 Formation of the Partnership:

The parties hereto agree to form a limited partnership (the "Partnership") under the California Uniform Partnership Act (the "Act").

1.2 Name of the Partnership:

The name of the Partnership shall be ___________________________________, or such other name as shall be selected from time to time by the General Partners.

1.3 Purposes:

Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of _______________________________________ __________________________________________; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.

1.4 Principal Place of Business and Office of the Partnership:

The principal place of business and office of the Partnership shall be located at __________, or such other place or places as the General Partners may from time to time determine. In addition, the Partnership may maintain such other offices as the General Partners deem advisable.

1.5 Term:

The Partnership shall commence on the date hereof and shall continue until 5:00 p.m., December 31, 2050, unless sooner dissolved and terminated pursuant to the provisions of Article XII hereof.

1.6 General Partners:

The name and place of business of the General Partners are as follows: ____________________________ ____________________________ ____________________________ ____________________________ ____________________________ ____________________________

1.7 Certificates:

(a) The General Partners, or any one of them, on the Partnership's behalf, shall sign and cause to be filed and published an appropriate fictitious business name statement under the California Fictitious Business Name Law within 40 days after the Partnership begins doing business, within 40 days after any subsequent change in its membership, and before the expiration of any previously filed statement. Each General Partner appoints __________________ as his or her agent and attorney in fact to execute on his or her behalf any such fictitious business name statement.

(b) If the Partnership is to own real estate, promptly after the date the Partnership begins and after the date of any subsequent change in its membership, the General Partners shall sign, acknowledge, and verify a statement of partnership authority as provided in California Corporations Code §§16105 and 16303, and cause it to be recorded in each county in California in which the Partnership owns or contemplates owning real property or any interest in real property. That statement shall include a statement that any conveyance, encumbrance, or transfer of an interest in the Partnership's real property must be signed on behalf of the Partnership by at least two of the General Partners.

(c) The General Partners shall from time to time execute or cause to be executed all such certificates, fictitious business name statements, and other documents, and do or cause to be done all such filings, recordings, publishings, and other acts as the General Partners may deem necessary or appropriate to comply with the requirements of law for the formation and operation of the Partnership in all jurisdictions in which the Partnership shall desire to conduct business.

1.8 Agent for Service of Process:

The agent for service of process on the Partnership in California shall be __________ or such other eligible individual California resident or corporation qualified to act as an agent for service of process as the General Partners shall designate.

ARTICLE II - DEFINITIONS

Unless otherwise expressly provided herein or unless the context otherwise requires, the following terms are defined as follows, notwithstanding any other definition contained in the Act:

2.1 "Affiliate" means: (a) any person directly or indirectly controlling, controlled by or under common control with another person, (b) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (c) any officer, director or partner of such person, and (d) if such other person is an officer, director or partner, any company for which such person acts in such capacity.

2.2 "Capital Account" is defined in Section 4.2.

2.3 "Cash Available for Distribution from Operations" means the cash funds provided from the Partnership's operation after deducting cash funds used to pay all other expenses, debt payments, capital improvements, amounts set aside for restoration or creation of reserves, and replacements.

2.4 "Distributions" means cash or other property, from any source, distributed to the General Partners by the Partnership, but shall not include any compensation to the General Partners made under the provisions of Article VI of this Agreement.

2.5 "General Partner" or "General Partners" means the General Partners set forth in Section 1.6, plus any other person or persons who may become a substitute or additional General Partner or Partners and who are elected or admitted hereto as a General Partner pursuant to the terms of this Agreement. The term "General Partner" or "General Partners," as the case may be, as used in this Agreement shall include the singular and plural as the context of the provision requires and shall include each and every General Partner hereof unless otherwise specified.

2.6 ["Managing General Partner" is defined in Section 5.2.]

2.7 "Partnership" means the partnership created under this Agreement.

2.8 "Person" (whether or not capitalized) means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation or other entity.

ARTICLE III - CAPITAL CONTRIBUTIONS AND RELATED MATTERS

3.1 Initial Capital Contributions by the General Partners:

Each General Partner shall be required to contribute __________ to the capital of the Partnership, payable on the date hereof, in consideration of such General Partner's interest in the Partnership.

3.2 Future Capital Contributions by the General Partners:

In the event that the Partnership needs additional capital, each General Partner shall contribute his pro rata portion, if approved by [all] [___%] of the General Partners, subject to a maximum additional amount of $__________ per General Partner.

3.3 No Withdrawal of Contributions:

Except upon dissolution and termination of the Partnership as set forth in this Agreement, no General Partner shall have the right to withdraw his contribution to the Partnership.

3.4 Return of Capital:

Except upon dissolution and termination of the Partnership as set forth in this Agreement, there is no agreement for, nor time set for, return of any contribution of any General Partner. To the extent funds are available therefor, the General Partners may return said contributions out of operating revenue or out of proceeds of sale or refinancing of Partnership assets, after reserving sufficient....