Section 10.9 Limited Partnership Agreement

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Limited Partnership Agreement of Smith Investments, L.P.

Partnership Agreement (“Agreement”), made and entered into this _____ day of ________________, 20___, by Smith Administration, LLC, a Missouri limited liability company (hereinafter referred to as the “General Partner”), and John Smith, Sr., Jane Smith, John Smith, Jr., and Mary Smith (hereinafter referred to individually as a “Limited Partner” and collectively as the “Limited Partners”), the General Partner and the Limited Partners hereinafter referred to individually as a “Partner” and collectively as the “Partners.”

Witnesseth

Whereas, the Partners desire to create, fund, and operate Smith Investments, L.P. (the “Partnership”) under the Missouri Revised Uniform Limited Partnership Act (the “Act”) for the following purposes:

1. To consolidate the assets to be held by the Partnership and to coordinate the investment of the assets;

2. To establish business and investment policy regarding the assets of the Partnership, including any real property and investment assets (whether owned directly or indirectly through other entities, including, without limitation, interests in other limited partnerships or limited liability companies) and any other property in which the Partnership will own whole or fractional interests, and to promote the greater sale value of the assets;

3. To enable both the Partnership and the Partners to benefit from the knowledge and experience of the General Partner in the management of assets;

4. To achieve economies of scale for investment purposes such that the Partners may participate in investment opportunities they might not otherwise have available because of minimum investment requirements;

5. To achieve operational cost advantages;

6. To preserve family control of the assets of the Partnership;

7. To facilitate communication among family members in connection with business matters;

8. To facilitate annual gifting by the Partners without fractionalizing the assets of the Partnership;

9. To provide continuity of family ownership of the assets of the Partnership through transfer restrictions and buy-sell provisions and to help minimize the impact of any future marital or creditor problems of any current or future Partners;

10.To provide a method of dispute resolution among family members to avoid the expense and problems of litigation;

11.To educate family members with respect to investment strategy;

12.To provide greater flexibility in investments and other decisions because of the operation of the Business Judgment Rule;

13 To provide the Limited Partners with limited liability protection with respect to the Partnership and Partnership property; and

14.To facilitate the administration of estates of family members and reduce costs associated with the disability of any of the Partners; and

Whereas, with respect to the foregoing, the Partners wish to enter into this Agreement and to set forth the terms and conditions on which the management, business, and financial affairs of the Partnership shall be conducted,

Now, therefore, in consideration of the premises, the parties agree:

Article I

Formation

The Partners hereby form a limited partnership under the Act, as amended from time to time. Unless the Act expressly provides that the Act supersedes any provision contained in this Agreement, the terms and conditions of this Agreement shall apply. Concurrently with the execution of this Agreement, the General Partner will cause to be filed with the Office of the Secretary of State of the State of Missouri a Certificate of Limited Partnership in the form as attached as Exhibit “A” and made a part of this Agreement by this reference (the “Certificate”). A Partner’s interest in the Partnership shall be personal property for all purposes. All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and no Partner individually shall have any ownership interest in the property. All references to “I.R.C. §” refer to the Internal Revenue Code of 1986, as amended.

Article II

Name

The name of the Partnership is Smith Investments, L.P. The business and affairs of the Partnership shall be conducted solely under this name or under fictitious names as may be filed by the General Partner.

Article III

Business of the Partnership

3.1 Business

To accomplish the purposes of the Partnership as set forth in the recitals of this Agreement, the business of the Partnership shall include, but is not limited to, the following:

a. To:

1. engage in the real estate business;

2. acquire, own, hold, develop, and operate real estate properties, either as operator, managing agent, principal agent, partner, stock holder, limited liability company or syndicate member, associate, joint venturer, participant, or otherwise;

3. invest in and raise funds for real estate development and operation;

4. purchase, contract, acquire, own, develop, operate, lease, mortgage, pledge, sell, or otherwise dispose of buildings, fixtures, and improvements; and

5. do anything necessary or incident to the real estate business;

b. To purchase, sell, invest, and deal in the following: stock, bonds, mutual funds, notes, options, commodities, evidences of indebtedness, foreign or domestic, bonds and any other obligations of any governmental entity, domestic or foreign, bills of exchange and commercial paper, and any other securities (regulated or unregulated);

c. To invest Partnership property or carry on a trade or business, form all types of business entities or trusts, or acquire general or limited partnership interests in a partnership, membership interests in a limited liability company or a joint venture, shares in the corporation, or interests in any syndication;

d. To buy, sell, lease, and deal in services, personal property, and real property and to engage in any other trade or business or investment activity;

e. To operate one or more offices, lease or acquire office space, engage personnel, and do all things necessary to operate the office;

f. To carry such insurance as the General Partner may deem necessary and appropriate; and

g. To make, enter into, deliver, and perform all contracts, agreements, or undertakings; pay all costs and expenses; and perform all acts deemed appropriate by the General Partner to carry out the Partnership purposes.

3.2 Powers

To accomplish the aforementioned purposes, the Partnership shall have all powers and rights of a limited partnership organized under the Act.

Article IV

Principal Office

The principal office of the Partnership shall be ____________________, or such other place or places as may hereafter be approved by the General Partner. The initial registered office of the Partnership, and the initial registered agent at this office, shall be set forth in the Certificate.

Article V

Term of the Partnership

The term of the Partnership shall be a period of years beginning on the date of this Agreement and ending on December 31, 20___, unless the term is extended by amendment to this Agreement or unless the Partnership shall be sooner dissolved in accordance with the Act or this Agreement.

Article VI

Accounting Method, Records, and Fiscal Year

6.1 Accounting Method

The Partnership shall keep its accounting records and shall report its income for income tax purposes on the cash receipts and disbursements method of accounting or in accordance with generally accepted accounting principles, at the discretion of the General Partner.

6.2 Books and Records

All books and records of the Partnership (including those records required by the Act) shall be maintained at the principal office of the Partnership. Subject to the restrictions set forth in this Agreement, each Partner shall have the right, during regular business hours, to inspect and copy these books and records. Each Partner shall bear all expenses incurred in any examination made for the Partner’s account. The Partnership shall also provide to the Partners copies of monthly financial statements, as prepared by the Partnership, and copies of annual compiled financial statements, as prepared by the certified public accountants retained by the Partnership. Notwithstanding the preceding sentences, the General Partner may determine, because of contractual obligations, business concerns, or other considerations, that trade secrets and other confidential information regarding the business, affairs, property, and financial condition of the Partnership shall be kept confidential and not provided to some or all of the Partners and that it is not just and reasonable for those Partners (or their representatives) to examine or copy that information.

6.3 Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

6.4 Bank Accounts

All funds of the Partnership shall be deposited in a separate bank, money market, or similar account or accounts approved by the General Partner and in the name of the Partnership. Withdrawals therefrom shall be made only by the person authorized to do so by the General Partner. Partnership funds will not be comingled with the funds of any other person.

Article VII

Capital Contributions

7.1 Partnership Units and Partnership Interests

a. Partnership Units

The Partnership shall have the authority to issue ________ units of participation (“Partnership Units” or “Units”), consisting of _______ Units of General Partner participation (“General Partnership Units”) and ______ Units of Limited Partner participation (“Limited Partnership Units”) with a par value of One Hundred Dollars ($100.00) per Unit, each of which shall have and be subject to the rights, privileges, preferences, and restrictions set forth in this Agreement. The Partnership may issue certificates evidencing the ownership of Units by a Partner. Each outstanding Unit represents an equal undivided interest in the capital, profits and losses, and distributions thereof, of the Partnership. During the term of the Partnership, the book value of a Unit held by...