OF [ Hesperia Stock & ETF Trading ]
(A California Limited Partnership)
This Limited Partnership Agreement (“Agreement”) is made and entered into as of [Date], by and among the following persons:
General Partner: [ Shawn S Howard ], with address at [ 15555 Main St. STE D4 - PMB #410 , Hesperia CA. 92345]
Limited Partner(s): [Name(s)], with address(es) at [Address(es)]
1. Formation
The parties hereby form a limited partnership pursuant to the California Revised Uniform Limited Partnership Act (Cal. Corp. Code §§ 15601 et seq.) (the “Act”) under the name [ Hesperia Stock & ETF Trading ] (the “Partnership”).
2. Purpose
The purpose of the Partnership is to engage in stock & ETF trading and investment activities and any other lawful business activities related thereto. No trading on margin without written approval of all the Limited Partners.
3. Term
The Partnership shall commence on the date of filing the Certificate of Limited Partnership and shall continue until dissolved as provided herein.
4. Capital Contributions
(a) The General Partner shall contribute $[ not applicable ] as initial capital. The General Partner may at anytime add or remove capital contributions at his discretion.
(b) The Limited Partner(s) shall contribute $[amount(s)] as initial capital.
(c) Additional contributions may be made as agreed in writing.
(d) Additional Limited Partners may be added at the discretion of the General Partner.
(e) Each Partner will receive their pro-rata share based on contributed capital.
5. Allocation of Profits and Losses
Profits and losses shall be allocated in proportion to each Partner’s capital contributions unless otherwise agreed in writing.
6. Management
The General Partner shall have exclusive management and control of the Partnership.
The Limited Partner(s) shall not participate in the management or control of the Partnership and shall have no authority to bind the Partnership.
7. Distributions
Distributions of cash or other assets shall be made to Partners in accordance with their respective percentage interests to be paid semiannually on January 1st and July 1st. And upon specific instruction, distributions may rollover and be added to the Limited Partner's total contributions.
8. Books and Records
The Partnership shall maintain complete and accurate books and records and shall provide Limited Partner(s) reasonable access upon request.
9. Transfer of Interest
No Partner may transfer or assign their interest without the prior written consent of the General Partner.
10. Dissolution & Limited Partner Cancellation
The Partnership shall dissolve upon:
a) Consent of the General Partner and a majority of Limited Partners;
b) Entry of a decree of judicial dissolution;
c) Any other event requiring dissolution under the Act.
d) Limited Partners may elect to withdraw their membership in the Partnership ; by delivering a written notice of Cancellation at least 30 days before any semiannual distribution date. Cancellation and asset liquidation shall become effective on January 1st or July 1st respectively.
11. Dispute Resolution
11.1. Negotiation and Mediation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Partners shall first attempt in good faith to resolve the dispute through negotiation.
If the dispute cannot be resolved within 30 days after written notice, the Partners agree to submit the dispute to mediation conducted in accordance with the rules of the American Arbitration Association (“AAA”) or another mutually agreed mediator.
11.2. Arbitration
If the dispute is not resolved by mediation within 45 days, then, upon request of any Partner, the dispute shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, held in [Los Angeles], California.
The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
11.3. Costs
Each party shall bear its own costs and attorney fees except that the arbitrator may award costs and fees as permitted by law.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
13. Miscellaneous
This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements. Any amendments must be in writing and signed by all Partners.
14. Indemnification
14.1. General Indemnification
The Partnership shall indemnify and hold harmless the General Partner and Limited Partner(s), and their respective officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) to the fullest extent permitted by California law, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or related to the Partnership’s business, provided that such indemnification shall not apply to any act or omission involving gross negligence, willful misconduct, fraud, or a knowing violation of law by the Indemnified Party.
14.2. Advancement of Expenses
The Partnership shall advance reasonable expenses incurred by an Indemnified Party in connection with any proceeding in advance of its final disposition, provided the Indemnified Party undertakes to repay such amounts if it is ultimately determined not to be entitled to indemnification.
14.3. Procedure
Any claim for indemnification shall be made by written notice to the Partnership, and the Partnership shall respond within 30 days. If the Partnership denies the claim, the Indemnified Party may seek indemnification through mediation or arbitration pursuant to Section 11.
15. Acknowledgment of Private Investment Vehicle
This Limited Partnership is a private investment vehicle formed for the purpose of engaging in securities trading, including the purchase and sale of publicly traded stocks and related instruments. Interests in the Partnership are being offered pursuant to an exemption from registration under the Securities Act of 1933, as amended, and applicable state securities laws.
By receiving and reviewing this material, the recipient acknowledges and agrees that:
(i) the Partnership is a private, unregistered investment vehicle not subject to the same regulatory oversight as publicly offered investment products;
(ii) the General Partner is not a registered investment adviser and is not providing individualized investment advice;
(iii) the recipient is an accredited investor or qualified purchaser (as applicable), capable of evaluating the risks and merits of an investment in the Partnership; and
(iv) any investment in the Partnership is made on a private placement basis and is subject to restrictions on transferability and resale.
16. Intellectual Property Licensing
The Partnership agrees to licence the following intellectual property from [ TITG - The Institutional Trading Guru ] namely "THE INSTITUTIONAL TRADING GUIDE". The License shall be considered fully-paid by the Partnership with a royalty allocation of 20% of the net proceeds in favor of TITG. ( 80% of the net proceeds shall be distributed to the Partners in their pro-rata shares .)
Attestation:
"Under penalty of perjury, I hereby attest that my electronic signature, and all future electronic signatures, were signed by myself with full knowledge and consent and am legally bound to these terms and conditions."
IN WITNESS WHEREOF, the parties have executed this Limited Partnership Agreement as of the date first written above.
General Partner:
Signature: ________________________
Name: [Name]
Date: ____________________________
Limited Partner(s):
Signature: ________________________
Name: [Name]
Date: ___________________________