CERVITUDE™ LIMITED PARTNERSHIP AGREEMENT
Section 1 – The General Partners of the Cervitude™ Limited Partnership Agreement:
There is currently one general partner of the Cervitude™ LimitedPartnership. The General Partner is HÔMESCAPE™ LLC, a Connecticut based Limited Liability Company.
Section 1A -The Property of the Cervitude™ Limited Partnership Agreement
Cervitude™ Limited Partnership d/b/a Cervitude™ LP owns a 100% interest in the properties listed below.
Internet web domains listed:
Social Media Accounts:
Section 2 – Business Intentions:
The Cervitude™ Limited Partnership, although operating for over 365 days, is organized today under the laws of the State of Illinois; December 25, 2011. The intention of the Cervitude™ Limited Partnership is to provide quality and cost-efficient investor relations programs.
Section 3 – Liabilities:
Any cause of action to, from, by, or directed toward the Cervitude™ Limited Partnership, or directed at or about any conduct of its executives, partners, employees, or affiliates which may lead to liability are to be assumed by the above mentioned general partners (HÔMESCAPE™ LLC). To be even more specific, if the Cervitude™ Limited Partnership becomes liable for ten dollars USD ($10 USD) then HÔMESCAPE™ LLC owes ten dollars USD ($10 USD).
Section 4 – Control & Executive Power:
Under the laws of the Cervitude™ Limited Partnership Agreement, the General Partners have an undivestable executive power and control as to the operations, spending, and all other decision-making powers inherent in the Cervitude™ Limited Partnership. That is to say, the General Partners (HÔMESCAPE™ LLC ) agree that any decision to be made on behalf of the Cervitude™ Limited Partnership is ONLY to be made with affirmative consent from at least two General Partners and no decision is authorized, agreed to, or consented to without the express collective affirmation by both of the previously mentioned individuals. The general partners of the Cervitude™ Limited Partnership agree that Nicholas Coriano shall be designated with the title of interim Chief Executive Officer (CEO). Such aforementioned titles are merely self-descriptive, and do NOT refer to the actual responsibilities or controls allotted to each individual.
Section 5 – Sharing Revenues and Profits:
All revenues and profits shall be wholly shared equally by the general partners . To be specific, HÔMESCAPE™ LLC has a fifty percent (100%) interest in all profits and revenues of the Cervitude™ Limited Partnership. The allocation and spending of any such profits or revenue is subject to the “Control & Executive Power” granted in Section 4 of this agreement. To be specific, allocation of any funds acquired by or through the Cervitude™ Limited Partnership cannot occur without authorization of at least two General Partners in complete agreement.
Section 6 – Continuation Clause:
In the event any partner elects to seize his partnership interest, dies, is voted out, or incapable of performing general duties of a partner, said agreement will continue with remaining partner(s) and will NOT dissolve.
Section 7 – Buyout Agreements:
The Cervitude™ Limited and General partners agree that a buy-out, or buy-sell, agreement is an agreement that allows a general partner to end his or her relationship with the other partners and receive a cash payment, or series of payments, or some assets of the firm, in return for his or her interest in the firm. The Cervitude™ Limited Partnership has the following rules regarding the buy-out agreement:
(a) “Trigger” Events: Any of the following reasons would be a trigger which, in the event they become a reality, cause a buy-out option to arise:
(i) Death of any General Partner
(ii) Disability (or incompetency) of any General Partner
(iii) At the volitional will of any General Partner
(b) Option to Buy: If any of the above mentioned trigger events occur, then the affected General Partner, or Partners, have an option to buy out the interests of the other General Partners. No one other than a General Partner has an option to buy-out another General Partner. There are no consequences if a General Partner who is afforded a right to buy-out another General Partner determines in his or her own interests not to exercise the his or her right to buy-out.
(c) Price: The general partners agree to value all general partners at the book value of such general partner’s ownership interest of profits and revenues once the balances are determined by a reasonably competent third party evaluator who has access to the necessary information.
(d) Method of Payment: The general partners agree that the method of payment in a buy-out scenario would be cash, or check, payable to the departing general partner.
(e) Procedure for offering either to buy or sell: The general partners agree that the first mover (offeror) sets the price to buy or sell. To be more specific, if a general partner (offeror) offers to buy-out another general partner (offeree), the offeror has set the price at which the offeree can either accept the price, or allows the offeree to buy-out the offeror at the same price initially offered by the offeror. The general partners agree that this method is the best way to avoid one general partner from trying to “lowball” or undervalue another general partner’s lawfully protectable interest in the Cervitude™ Limited Partnership, and facilitates an equitable, fair, and just result of an offer to either buy or sell.
SECTION 8: Adding Partners
The general partners agree that any amount of general partners may be added to the Cervitude™ Limited Partnership Agreement, but never without the explicit written and signed consent of all then existing general partners which upon such execution shall then be included as an addendum to the Cervitude™ Limited Partnership Agreement.
SECTION 9: Entire Agreement and Signatures
This Cervitude™ Limited Partnership Agreement represents the entire agreement developed between the general and limited partners of the Cervitude™ Limited Partnership, and any additions to, variations of, or alterations need to be signed in writing by ALL of the general partners. This agreement is valid as of September 26, 2010:
(1) General Partner: HÔMESCAPE™ LLC ______________________________________________
THE END (NINE SECTIONS)