Loading...
HomeMy WebLinkAboutSW3240304_Vested Rights Information_20240311 AMENDMENT TO PARTNERSHIP AGREEMENT BY ALL GENERAL AND LIMITED PARTNERS OF THE STIR LIMITED PARTNERSHIP WHEREAS,the STTR LIMITED PARTNERSHIP(the"Partnership")was formed pursuant to the Agreement of Limited Partnership of the STTR Limited Partnership dated November 23, 1998(the"Agreement"); and; WHEREAS the Certificate of Limited Partnership for the Partnership was filed with the North Carolina Secretary of State on November 30,1998,and; WHEREAS,the Certificate of the Partnership was subsequently amended upon a filing as of November 6, 2014,and; WHEREAS,all General and Limited Partners of the Partnership have agreed to modify the Agreement to further provide for the future control and management of the Partnership. NOW,THEREFORE,the undersigned,being all the General and Limited Partners of the Partnership acting pursuant to Section 12.5 of the Agreement do hereby agree as follows: 1. Upon the withdrawal of either General Partner under Section 8 of the Agreement,the surviving General Partner shall have the sole and exclusive right to act individually and to in all respects manage the Partnership as set forth in Section 6 of the Agreement. 2. If no General Partner shall be surviving,the surviving Limited Partners shall select a new General Partner as provided under Section 8 of the Agreement by Majority Approval(as defined in the Agreement and hereby modified),to serve under the terms of Section 6 of the Agreement. The successors in interest to the interest of any deceased Limited Partner shall have no vote in the determination of the successor General Partner. 3. Upon the death of any General or Limited Partner,the successor(s)to interest of the deceased General or Limited Partner shall take no part in the conduct or control of the Partnership business and shall have no authority or power to act for or bind the Partnership as set for in Section 12.1 of the Agreement. By way of illustration,but not limitation,the interest of a deceased General or Limited Partner shall not be included in the calculation of a Majority Approval or Unanimous Approval(as defined in the Agreement). 4. This Amendment shall be hereafter deemed integral to and a part of the Agreement and,to the extent there shall be any inconsistency or conflict between the terms and provision of the Agreement and this Amendment,the terms of this Amendment shall control and the terms of the Agreement shall be subordinate. 5. It is the intent of this Amendment that the Partnership shall at all times be controlled by the surviving General and Limited Partners and that the holders of the interests of a deceased • General or Limited Partner shall be entitled to only their economic interest in the Partnership. 6. Except as hereby amended,the Agreement is hereby ratified and affirmed. 7. This Amendment(a)shall be binding on the executors,administrators,estates, heirs and legal survivors of the Partners;(b)shall be governed by and construed in accordance with the laws of the State of North Carolina;and(c)may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart as of the day of year first written provided,however,that each separate counterpart shall have been executed by the General Partners and that the several counterparts,in the aggregate,shall have been signed by all of the Partners. Additionally,for purposes of this Amendment,when the context so requires,the masculine,feminine and neuter genders shall be used interchangeably and the singular shall include the plural and vice versa. IN WITNESS WHEREOF,the undersigned, being all of the General and Limited Partners of the Partnership,have executed this Amendment to the Agreement of Limited Partnership this 2g ' day of Al L1.- ,2020. Ro Id K.Morrison,General Parker a 1)1)k_ ;tit . • Sonya M.Gales,General Partner Theo e Dion Morrison,Limited Partner Ronald Kyle Mor son,Limited P rtner / G Sonya M.Morrison,Limited Partner )4;044 Llia/21)2 Timothy Wayne Morrison,Limited Partner 411