//------------------------------// // Appendix. Limited Partnership Agreement // Story: Carousel Designs, LLP. // by Taialin //------------------------------// LIMITED PARTNERSHIP AGREEMENT This agreement is made the first day of the fifth week of Fall, year four of the Second Diarchy, by and between the individuals Rarity Belle, the General Partner, and Fluttershy Lepidera, the Limited Partner (hereafter collectively referred to as Partners). 1. The Partners hereto hereby agree to form a Partnership under the name and style of Carousel Designs to jointly manage, operate and develop the Partnership, and do all other lawful things as required of the Partnership to function. The principal place of business for the Partnership shall be Carousel Boutique, Ponyville, or any other place that the Partners may determine at a later date. The records of the Partnership, including this agreement, shall be kept in this location. 2. The Partnership shall commence as of the first day of the fifth week of Fall, year four of the Second Diarchy, and shall continue for a term of ten years. This term may be sooner dissolved and terminated by unanimous agreement of the Partners. Conversely, it may also be extended, up to the maximum dictated by law, by way of Amendment (see §9) to this Agreement. The financial year end of the Partnership shall be the first day of the fourth week of Fall, year four of the Second Diarchy. 3. The liability of the Limited Partner is limited to her capital commitment plus pro rata share of undistributed income in the Partnership. The Limited Partner shall have no further personal liability for debts beyond this amount. After making her full commitment of assets in the Partnership to pay debts, the Limited Partner shall not be liable for any further debts or obligations of the Partnership. 4. The General Partner shall contribute the full value of her assets, as of the time of this Agreement, to the Partnership. Fluttershy Lepidera shall contribute 7,000 bits of capital to the Partnership. The Partners may contribute additional capital to the Partnership in the form of money, property, or services at a later date. 5. The business and affairs of the Partnership shall be managed by the General Partner, acting in the best interest of the Partnership. With the exception of dissolution, as detailed in §2, the decisions and proceedings of the Partnership will be dictated solely by the General Partner, acting reasonably (see §6). 6. In the case that the General Partner is acting unreasonably, any decision, with the exception of dissolution, as detailed in §2, may be Contested, and thereby nullified, provided all Consultants and Fluttershy Lepidera unanimously agree that the General Partner is acting unreasonably. The Consultants are: HRH Twilight Sparkle, Rainbow Danger Dash, Pinkamina Diane Pie, and Applejack Apple. 7. The public name of this Partnership shall be Carousel Designs, LLP. The General Partner's identity shall be public and linked to the name of the Partnership. The Limited Partner's identity shall be private, kept in the internal documents of the Partnership, and subject to the protection of the General Partner. This may be changed at a later date, by way of Amendment, as detailed in §9. 8. All net income and net loss of the Partnership must be shared between the Partners. The General Partner shall receive 67% of all allocable monies and debts, and the Limited Partner shall receive 33% of all allocable monies and debts. Under no circumstances shall the debts of the Limited Partner exceed her assets in the Partnership, as detailed in §3. 9. This Agreement may be amended by initiation of the General Partner and consent of the Limited Partner. All future Amendments are valid, and override any statement made in this Agreement. In the event that Amendments contradict each other, the latest Amendment stands. In witness whereof the Partners hereto have executed this Agreement: Lotus Blossom Aloe Vera