Partnership Agreement

THIS PARTNERSHIP AGREEMENT, effective as of December 9, 2000, by and between the undersigned, to wit:

NOW, THEREFORE IT IS AGREED:

1. Formation. The undersigned hereby form a General Partnership in accordance with and subject to the laws of the county of Los Angeles and the great State of California.
2. Name. The name of the partnership shall be Investment Warriors.
3. Term. The partnership shall begin on December 9, 2000 and shall continue until December 31, 2001 and thereafter from year to year unless earlier terminated as hereinafter provided. An individual membership is an annual commitment.
4. Purpose. The only purpose of the partnership is to invest the assets of the partnership solely in stocks, bonds and other securities (“securities”) for the education and mutual benefit of the members.
5. Meetings. The partnership shall determine periodic meetings. Snacks will be provided.
6. Capital Contributions. The members shall make capital contributions to the partnership on the date of each periodic meeting in such amounts as the partnership shall determine, provided, however, that no member’s capital account shall exceed twenty percent (20%) of the capital accounts of all the members.
6A. Late Contributions. Contributions to the partnership received later than 10 calendar days from the due date will be assessed a twenty percent (20%) late fee to be used at the partnership’s discretion. The late contribution will be posted to the member’s capital account immediately upon
receipt.
7. Value of the Partnership. The current value of the assets of the partnership, less the current liabilities of the partnership (hereinafter referred to as “value of the partnership”) shall be determined as of a regularly scheduled date and time (“valuation date”) of the last business day of the month immediately preceding the date of each periodic meeting determined by the Club.
8. Capital Accounts. A capital account shall be maintained in the name of each member. Any increase or decrease in the value of the partnership on any valuation date shall be credited or debited, respectively, to each member’s capital account in proportion to the sum of all member capital accounts on that date. Any other method of valuating each member’s capital account may be substituted for this method, provided that the substituted method results in exactly the same valuation as previously provided herein. Each member’s capital contribution to, or capital withdrawal from, the partnership, shall be credit, or debited, respectively, to that member’s capital account.
9. Management. Each member shall participate in the management and conduct of the affairs of the partnership in proportion to the value of his capital account. Except as otherwise determined, all decisions shall be made by the members whose capital accounts total a majority of the value of the capital accounts of all the members.
10. Sharing of Profits and Loses. Net profits and losses of the partnership shall inure to, and be borne by, the members in proportion to the value of each of their capital accounts.
11. Books of Accounts. Books of accounts of the transactions of the partnership shall be kept and at all times be available and open to inspection and examination by any member.
12. Annual Accounting. At the Annual Meeting each calendar year, a full and complete account of the condition of the partnership shall be made to the members.
13. Bank Account. The partnership may select a bank for the purpose of opening a bank account. Funds in the bank account shall be withdrawn by checks signed by any member designated by the membership and only after full disclosure to a quorum of members.
14. Broker Account. None of the members of this partnership shall be a broker. However, the partnership may select a broker and enter into such agreements with the broker as required for the purchase or sale of securities. Securities owned by the partnership shall be held in the partnership name unless another name shall be named by the partnership. Any corporation or transfer agent called upon to transfer any securities shall be entitled to rely on instructions or assignments signed by duly authorized officers of the partnership. At the time of a transfer of securities, the corporation or transfer agent is entitled to assume (1) that the partnership is still in existence, and (2) that this Agreement is in full force and effect and has not been amended unless the corporation or transfer agent has received written notice to the contrary.
15. No Compensation. No member shall be compensated for services rendered to the partnership, except reimbursements for expenses.
16. Additional Members. Additional members may be admitted at the Annual Meeting, upon the unanimous decision of all the members, so long as the number of members does not exceed thirty (30).
16A. Removal of a Member. Any member may be removed by agreement of the members whose capital accounts total a majority of the value of all members’ capital accounts. Written notice of a meeting where removal of a member is to be considered shall include a specific reference to this matter. The removal shall be become effective upon payment of the value of the removed member’s capital account, which shall be in accordance with the provisions on full withdrawal of a member noted in paragraphs 18 and 20. The vote action shall be treated as receipt of request for withdrawal.
17. Termination of Partnership. The partnership may be terminated by agreement of the members whose capital accounts total a majority of the value of all members’ capital accounts. Written notice of the meeting where termination of the partnership is to be considered shall include a specific reference to this matter. The partnership shall terminate upon a majority vote of all members’ capital accounts. Written notice of the decision to terminate the partnership shall be given to all members. Payment shall then be made of all the liabilities of the partnership and a final distribution of the remaining assets, either in cash or in kind, shall promptly be made to the members or their personal representatives in proportion to each member’s capital account.
18. Voluntary Withdrawal (Partial or Full) of a Member. Any member may withdraw a part or all of the value of his capital account in the partnership at the Annual Meeting and the partnership shall continue as a taxable entity. The member withdrawing a portion or all of the value of his capital account shall give notice of such intention in writing to the Secretary. Written notice shall be deemed to be received as of the first meeting of the partnership at which it is presented. If written notice is
received between meetings, it will be treated as if received at the first following meeting. In making payments, the value of the partnership as set forth in the valuation statement prepared for the first meeting following the meeting at which written notice is received from a member requesting a partial or full withdrawal, will be used to determine the value of the member’s capital account. The partnership shall pay the member who is withdrawing a portion or all of the value of his capital account in the membership in accordance with paragraph 20 of this Agreement.
18A. Early Withdrawal. In the event a member initiates a request for a partial or full withdrawal of the value of his capital account outside of the Annual Meeting, the member’s payment will be assessed a ten percent (10%) penalty.
19. Death or Incapacity of a Member. In the untimely event of the death or incapacity of a member, receipt of notice of such an event shall be treated as notice of full withdrawal.
20. Terms of Payment. In the case of partial or full withdrawal, payment may be made in cash from reserve on hand or securities rounded to the nearest full share with the remaining balance due to be paid in cash. In each case and if applicable, the remaining members shall select the securities. Securities shall be transferred as of the date of the club’s valuation statement prepared to determine the value of that member’s capital account in the membership. The Club’s broker shall be advised that ownership of the securities has been transferred to the member as of the valuation date used for the withdrawal. If a member withdrawing a portion or all of the value of his capital account in the partnership desires an immediate payment in cash, the partnership at its earliest convenience may pay eighty percent (80%) of the estimated value of his capital account and settle the balance in accordance with the valuation and payment procedures set forth in paragraphs 18, 18A and 20. Where cash is transferred, the partnership shall transfer to the member (or other appropriate entity) withdrawing a portion or all his interest in the partnership, an amount equal to the lesser of (i) ninety seven percent (97%) of the value of the capital account in the membership being withdrawn or (ii) the value of the capital account being withdrawn, less the actual cost to the partnership of selling securities to obtain cash to meet the withdrawal.
21. Forbidden Acts. No member shall:
(a) Have the right or authority to bind or obligate the partnership to any extent whatsoever with regard to any matter outside the scope of the partnership purpose.
(b) Without the unanimous consent of all the other members, assign, transfer, pledge, mortgage or sell all or part of his interest in the partnership to any other member or other person whatsoever, or enter into any agreement as the result of which any person or persons not a member shall become interested with him in the partnership.
(c) Purchase an investment for the membership where less than the full price is paid for same.
(d) Use the membership name, credit or property for other than partnership purposes.
(e) Do any act detrimental to the interests of the partnership or which would make it impossible to carry on the purposes of the partnership.
(f) Under any circumstances offer possible membership rights to any individual or group without the unanimous approval of the partnership.
(g) Forget to bring snacks, when it is his turn to bring them.
22. Recognition of Risks. Every investment involves certain elements of risk. By signing this agreement, each member states that he or she understands and accepts these risks, and understands that no returns are guaranteed.

This Agreement of Partnership shall be binding upon the respective heirs, executors, administrators and personal representatives of the members.

The members have caused the Agreement of Partnership to be executed on the dates indicated below, effective as of the date indicated above.

amended February 27, 2001

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