AGREEMENT OF PARTNERSHIP

AGREEMENT OF PARTNERSHIP

THIS AGREEMENT OF PARTNERSHIP (hereafter this ‘‘Agreement’’) is entered into and
shall be effective as of the _ day of _______, 20___, by and among _
[NAMES OF ALL PARTNERS]. (Hereinafter collectively referred to as the “Partners“).
NOW, THEREFORE, in consideration of the premises, and of the mutual promises and
undertakings herein contained, the parties, intending to be legally bound, do agree as follows:
THE PARTNERSHIP

  1. Organization
    The Partnership is hereby organized as a __ (state the type of partnership) effective as of
    the date hereof pursuant to, in accordance with and for purposes of the provisions of this
    agreement.
  2. Partnership Name
    The name of the Partnership shall be __ [NAME] and all business of the Partnership
    shall be conducted in such name. The Partnership shall hold all of its property in the name of the
    Partnership and not in the name of any Partner.
  3. Purpose
    The purpose of the Partnership is
    to____________________________________________________________________________

__ The Partnership shall not engage in any other activity or business and no Partner shall have

any authority to hold himself out as a general agent of another Partner in any other business or
activity.

  1. Principal Place of Business
    The principal place of business of the Partnership shall be located at or at such other place
    within or without LONDON as may be determined by the Partners.
  2. Term.
    The term of the Partnership shall commence on the date hereof and shall continue until the
    winding up and liquidation of the Partnership and its business is completed following a
    Liquidating event.
  3. No Payments of Individual Obligations.
    The Partners shall use the Partnership’s credit and assets solely for the benefit of the Partnership.
    No asset of the Partnership shall be transferred or encumbered for or in payment of any
    individual obligation of a Partner.
  4. Statutory Compliance.
    The Partnership shall exist under and be governed by, and this Agreement shall be construed in
    accordance with the applicable laws of ENGLAND AND WALES. The Partners shall make all
    filings and disclosures required by, and shall otherwise comply with, all such laws. The Partners
    shall execute and file in the appropriate records any assumed or fictitious name certificates and
    other documents and instruments as may be necessary or appropriate with respect to the
    formation of, and conduct of business by, the Partnership.
  5. Title to Property.

All real and personal property owned by the Partnership shall be owned by the Partnership as an
entity and, insofar as permitted by applicable law, no Partner shall have any ownership interest in
such property in such Partner’s individual name or right, and each Partner’s interest in the
Partnership shall be personal property for all purposes.

  1. Representations and warranties.
    As of the date hereof, each of the statements contained herein shall be a true, accurate and full
    disclosure of all facts relevant to the matters contained therein, and such warranties and
    representations shall survive the execution of this Agreement. Each Partner hereby represents
    and warrants that:
    a) If such Partner is a corporation (partnership), such Partner is a duly organized and
    validly existing corporation (partnership) under the laws of BRITAIN as of
    ____ [Date] and has the requisite power and authority to enter into and
    carry out the terms of this Agreement.
    b) If such Partner is a corporation (partnership), all corporate (partnership) action required
    to be taken by such Partner to consummate this Agreement has been taken and no further
    approval of any board, court or other body is necessary in order to permit such Partner to
    consummate this Agreement.
    c) To the best of such Partner’s knowledge, neither the execution and delivery of this
    Agreement, nor the performance of or the compliance with, this Agreement has resulted
    (or will result) in any violation of, or be in conflict with, or invalidate, cancel or make
    inoperative, or interfere with, or constitute a default under, or result in the creation of any
    lien, encumbrance or any other charge upon the Property pursuant to any charter or bylaw
    provision, partnership agreement, trust agreement, mortgage, deed of trust, indenture,

contract, agreement, permit, judgment, decree or order to which such Partner is a party or
by which the Property (or any portion thereof) is bound, and there is no default and no
event or omission has occurred which, but for the passing of time or the giving of notice,
or both, would constitute a default on the part of such Partner under this Agreement.
d) To the best of such Partner’s knowledge, there is no action, proceeding or investigation,
pending or threatened (nor any basis therefor) which questions, directly or indirectly, the
validity or enforceability of this Agreement as to such Partner or which would materially
and adversely affect the Property or the Partnership.
Miscellaneous

  1. Notices, Etc.
    All notices, requests, demands, consents, approvals or other communications given hereunder or
    in connection herewith shall be in writing, shall be sent by registered or certified mail, return
    receipt requested, postage prepaid, or by hand delivery with acknowledged receipt of delivery,
    shall be deemed given on the date of acceptance or refusal of acceptance shown on such receipt,
    and shall be addressed to the party to receive such notice at the following applicable address:
    [In this section as per the partners agreement and approval, state all your addresses and
    how such information might reach all of you.]
    Any party may, by notice given as aforesaid, change its or his address for all subsequent notices.
  2. Binding Effect.

Except as otherwise provided in this Agreement, every covenant, term and provision of this
Agreement shall be binding upon and inure to the benefit of the Partners and their respective
heirs, legatees, legal representatives, successors, transferees and assigns.

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