a statement of qualification to that effect with the Florida Department of State. C. SAMPLE PARTNERSHIP AGREE- b. The name of the Partnership is Ander- MENT son, Barrera & Choi L.L.P. and all business of the Partnership shall be conducted in such name. LIMITED LIABILITY PARTNERSHIP c. The purposes of the Partnership are (i) AGREEMENT to own, renovate, improve, sell, lease, and maintain the premises described in Sched- This Limited Liability Partnership Agree- ule A (the "Property") and (ii) to carry on ment (this "Agreement") is dated March 11, any and all activities related to the Property. 2011, between Shirley K. Anderson, Diego W. 2. Office. The chief executive office of the Barrera III, and Zhu H. Choi (each a "Partner" Partnership shall be located at 25 Bluebill Av- and collectively, the "Partners"). enue, Apartment 203, Naples, FL 34108, or at The Partners agree as follows: such other location as determined from time 1. Formation, Name, and Purpose. to time by a vote of the Partners. a. The Partners hereby form a partnership 3. Term. The term of the Partnership shall (the "Partnership") under the Florida commence on the date hereof and shall con- Partnership Laws, as amended from time tinue until terminated as provided in this to time. The Partnership shall be a limited Agreement. liability partnership and shall promptly file 1784. Percentage Interests. Each Partner's percentage interest in the Partnership (\"Per- centage Interest") is as follows: whenever the Partners determine by vote that such additional capital contributions are necessary or desirable to accomplish the Anderson: 65% Barrera: 25% Choi: 10% 5 . Capital Accounts and Contributions. a. An individual capital account shall be maintained for each Partner. The capital account of each Partner shall consist of the Partner's original contribution of capital, increased by (1) additional capital contri- butions and (2) his share of Partnership prots, and decreased by (a) distributions and (b) his share of Partnership losses. b. The Partners are this date contributing the Property to the Partnership and other amounts as specied on Schedule A as their original capital contributions. c. Additional capital contributions shall be made by the Partners from time to time purposes and objectives of the Partnership. Such additional capital contributions shall be made in proportion to the Percentage In terest then held by each of the Partners. 6. Management, Duties, and Restrictions. a. Except as otherwise provided in this Agreement, each Partner shall have a weighted vote in the management of the business of the Partnership that is equal to the Partner's respective Percentage Interest, and the vote of a Partner or Partners own- ing a majority of Percentage Interest shall control. b. Anything to the contrary contained herein notwithstanding, no Partner or the Partnership shall, without the prior written consent of all Partners, (i) borrow or loan money on behalf of the Partnership; (ii) lease, rent, purchase, sell, mortgage, or otherwise create a lien upon any Partner- ship real estate (including the Property) or any interest therein, or enter into any con- tract for any such purpose; or (iii) make or incur any expenditure on be- half of the Partnership in excess of $50,000. c. No Partner shall receive any salary or other compensation for services rendered to the Partnership as a Partner or otherwise, except as otherwise agreed upon by the Partners. d. No Partner shall owe any other Partner or the Partnership the duty of loyalty or the duty of care. 7. Allocation of Prots and Losses. Prots and losses in respect of each scal year of the Partnership shall be credited or charged, as the case may be, to the Partners in proportion to their Percentage Interests. 179 8. Distributions. The Partnership shall make cash distributions to the Partners in proportion to their Percentage Interests at such times as voted on by the Partners. 9. Transfer of Partnership Interest. Except as is otherwise expressly provided herein, no Partner shall voluntarily or involuntarily transfer any part of his interest in the Part- nership without the written consent of a majority of Percentage Interest of the other Partners, nor shall any Partner cause or allow any part of his interest in the Partnership or its property to be liened, attached, or other wise encumbered. 10. Bankruptcy or Insolvency. In the event of the bankruptcy, insolvency, assignment for the benet of creditors, legally adjudged incompetency or insanity, total and perma nent disability or dissolution of a Partner (the \"Affected Partner\"), such Affected Partner or his trustee, committee, or other legal repre- sentative (\"Representative\") shall offer to sell to the Partnership or its designee the Affected Partner's interest in the Partnership upon the terms and conditions as hereinafter stated. The purchase price of the Affected Partner's interest in the Partnership, in the event that the parties fail to agree on a price, shall be determined as follows: Within 30 days of the date of the offer to sell, the Affected Partner or his Representative shall choose one real estate broker licensed in Florida and the remaining Partnership shall choose a second broker. These brokers shall determine the fair market value of the Affected Partner's interest in the Partnership. In the event that the brokers fail within 30 days of their appointment to deter- mine the value of such interest, a real estate appraiser shall be appointed by the two bro- kers within 1 0 days after the expiration of such 30-day period and a majority of the three appointees shall reach a decision within 30 days after the appointment of the appraiser. The cost of such appraisal shall be borne equally by the Affected Partner and the Partnership. Within 7 days after the value of the Affected Partner's interest in the Partner ship is determined either by agreement of the parties or by such appraisal procedure, the Affected Partner or his Representative shall offer to sell the Affected Partner's interest in the Partnership to the Partnership or its designee, at such price. Should the Partner- ship or its designee elect to purchase the Affected Partner's interest in the Partnership, the conveyance shall be made to the Partner- ship within 60 days after acceptance of such offer, and the Purchase Price shall, at the option of the Partnership or its designee, be paid, in cash at the time of closing of title, or 20 percent upon closing of title and the balance within 1 0 years in equal quarterly installments, together with interest at the prime rate published in The Wall Street Journal (U.s. edition) (the \"Prime Rate\") in effect at the time of the involuntary transfer, such balance to be secured by a mortgage on the Property. Failure to elect to purchase the interest offered as provided in this section shall operate as approval and agreement to the conveyance of the interest 180 of the Affected Partner in the Partnership without restriction; provided, however, that any such transferee shall become a party to this Agreement with respect to such interest by executing a duplicate of this Agreement. 1 1. Death of a Partner. a. Upon the death of any Partner, the Partnership or its designee shall have the option, upon 3 0 days' notice to the Executor or Administrator of the deceased Partner's estate after the determination of the pur- chase price, to purchase all but not less than all of the deceased Partner's interest in the Partnership. The purchase price of such de- ceased Partner's interest in the Partnership shall be determined in accordance with the appraisal procedure set forth in Section 10, provided, however, that the appraising brokers shall be chosen within 30 days of a Partner's death. Within 10 days after the value of the deceased Partner's interest in the Partnership is determined as aforesaid, the Executor or Administrator shall oer to sell the deceased Partner's interest to the Partnership or its designee at such price. b. If the Partnership or its designee elects to purchase the Partnership interest of a deceased Partner, the conveyance of the de- ceased Partner's interest in the Partnership shall be made to such party within 3 0 days after the date of determination of the pur- chase price, and the purchase price shall, at the option of the Partnership or its designee, be paid in cash at the time of closing of title, or 20 percent upon closing of title and the balance within 1 0 years in equal quarterly installments, together with interest at the Prime Rate, in effect at the time of the closing. c. If the Partnership or its designee does not elect to purchase the deceased Partner's interest as provided in this Section, the deceased Partner's interest shall pass to his heirs at law or the beneficiaries designated other than at the principal office of the Part- in his last will and testament. nership, each Partner shall be immediately 12. No Buyout Rights. No Partner or the notified thereof in writing. The books shall be Partnership shall have any obligation to pur- closed and chase or cause to be purchased a dissociated 181 Partner's interest in the Partnership. 13. Banking. All funds of the Partnership balanced at the end of each fiscal year at the shall be deposited and kept in its name in expense of the Partnership by an independent such Partnership bank account or accounts certified public accountant designated by the as shall be designated by the Partners. The Partners. Partners are hereby jointly authorized to sign 15. Dissolution of Partnership. The all checks, withdrawal slips, or other orders bankruptcy, death, dissolution, removal, dis- in respect of such accounts and to endorse all sociation, withdrawal of, or assignment for checks payable to the Partnership for deposit the benefit of creditors by a Partner shall not in such accounts. require a dissolution of the Partnership. 14. Books. The Partnership shall maintain 16. Liquidation of Partnership. Upon any full and accurate books and records at its dissolution or termination of the Partner- principal office and all Partners shall have ship, the assets of the Partnership shall be the right to inspect and examine the same liquidated as promptly as possible, but in an at reasonable times. The books shall be kept orderly and businesslike manner so as not to on an accrual basis and the fiscal year of the involve undue sacrifice, and the Partners shall Partnership shall be the calendar year. If such cause to be prepared by the firm of certified records and books are to be kept at any place public accountants then retained by the Part-nership a statement setting forth the assets d. Governing Law. This Agreement shall and liabilities of the Partnership as of the date be interpreted and the rights and liabilities of dissolution, which statement shall be fur- of the parties to this Agreement, deter- nished to all of the Partners. mined in accordance with, the laws of the 17. Miscellaneous. State of Florida, without regard to conflicts a. Entire Agreement. This Agreement of law principles. is the final, complete, and exclusive state- To evidence the Partners' agreement to this ment of the parties' agreement on the Agreement's provisions, they have executed matters contained in this Agreement and and delivered this Agreement on the date set supersedes all prior communications, un- forth in the preamble. derstandings, and agreements between the parties related thereto. Shirley K. anderson b. Counterparts. This Agreement may be Shirley K. Anderson executed in one or more counterparts, each Diego W. Barrera III of which shall be deemed an original, but all of which taken together constitute only one Diego W. Barrera III agreement. Zhu, H. Choi c. Pronouns. All pronouns and any vari- Zhu H. Choi ations thereof shall be deemed to refer to 182 the masculine, feminine, neuter, singular or plural, as the identity of the person may Schedule A require."Property": lot and house thereon known as 10028 Gulf View Drive, Naples, Florida Sec- tion: 53 Block: 107 Lot: 1511, 1512 & 1513. The Partners agree that the value of the Property on the date of contribution to the Partnership is $1,000,000. Prior to the contribution to the Partnership, the Property was owned by Anderson and Bar- rera as joint tenants. In that regard, the table below specifies the percentage of the Property contribution attributable to each Partner. It also specifies the cash contribution made by each Partner as part of his or her original con- tribution to the partnership. Partner Property Percentage Cash Contribution Anderson $30,000 Barrera 35% $10,000 Choi $ 1,000 Choi will provide all labor with respect to the Partnership as part of his contribution