Hive Holdings - LPA

Introduction to the Hive Holdings Limited Partnership Agreement (LPA)

Welcome to the Hive Holdings Limited Partnership Agreement (LPA), a comprehensive document that outlines the foundational framework of our partnership. This agreement has been meticulously crafted to ensure clarity, transparency, and alignment among all partners, whether you are a General Partner (GP) responsible for the strategic direction of the fund, or a Limited Partner (LP) contributing capital and trust in our shared vision.

At Hive Holdings, we understand that our success is built upon a strong foundation of mutual respect, clearly defined roles, and a commitment to excellence. This LPA serves as the cornerstone of our operations, detailing the rights, responsibilities, and expectations of each partner, while also providing a robust legal structure to safeguard our collective interests.

Our partnership is designed to be dynamic and resilient, capable of navigating the complexities of the modern investment landscape. The LPA covers essential aspects such as capital contributions, profit and loss allocation, and management control, ensuring that every partner is well-informed and protected. Additionally, we have integrated forward-thinking provisions on Environmental, Social, and Governance (ESG) commitments, data security, and global standards, reflecting our commitment to sustainable and ethical investing.

As you review this document, you will find that it not only addresses the legal and financial aspects of our partnership but also embodies the values that define Hive Holdings. We believe in building deep, meaningful relationships with our partners, grounded in trust and transparency. Our mission is to create lasting wealth and legacy through strategic investments, guided by a vision that aligns with your goals and aspirations.

This LPA is more than just a legal document; it is a roadmap to our shared future. It is designed to be flexible yet firm, allowing us to adapt to changing circumstances while maintaining the integrity of our partnership. Whether you are joining us as a new partner or reaffirming your commitment, this agreement will serve as the foundation upon which we build success, together.

We invite you to explore this agreement in detail, confident that it will provide the clarity and assurance needed to embark on this journey with Hive Holdings. Thank you for your trust and partnership. Together, we will achieve greatness.

1. Partnership Name and Purpose

• Partnership Name: Clearly state the official name of the partnership.
• Business Purpose: Define the primary business activities and goals. This should include specific industries, geographical focus, and any long-term strategic goals.
• Mission Statement: Optional, but beneficial for aligning all partners with the overarching vision of the partnership.

2. Partners

• General Partners (GP):
  • Roles and Responsibilities: Detail the management duties, decision-making authority, and specific responsibilities (e.g., day-to-day operations, investment decisions).
  • Compensation: Outline how GPs are compensated, including management fees, performance fees, and other financial benefits.
  • Liability: Clarify the extent of personal liability for GPs.
• Limited Partners (LP):
  • Rights and Obligations: Define the rights of LPs, such as access to information, voting rights (if any), and participation in major decisions.
  • Capital Commitment: Specify the amount of capital each LP must contribute and any additional capital obligations.
  • Liability: Affirm that LPs' liability is limited to their capital contribution.

3. Capital Contributions

• Initial Contributions: Specify the amount and form (e.g., cash, property) of initial contributions from each partner.
• Capital Calls: Describe the process for additional capital contributions, including notice requirements, payment timelines, and penalties for non-compliance.
• Defaulting Partners: Outline consequences for partners who fail to meet capital call obligations, including dilution of interest or forced sale of partnership interest.

4. Profit and Loss Allocation

• Distribution Waterfall:
  • Preferred Return: Define any preferred return rates for LPs before GPs receive carried interest.
  • Carried Interest: Detail the percentage of profits allocated to GPs after LPs receive their preferred returns.
  • Catch-up Provisions: If applicable, describe any catch-up clauses allowing GPs to receive a higher percentage of profits after a certain threshold is met.
• Reinvestment of Profits: State whether profits will be reinvested or distributed, and under what conditions.
• Loss Allocation: Explain how losses are allocated among partners, including any priority or specific agreements.

5. Management and Control

• Management Structure:
  • Decision-Making Authority: Clarify who has the authority to make decisions on behalf of the partnership (e.g., investment decisions, operational management).
  • Voting Rights: If LPs have voting rights, specify the decisions they can vote on and the required majority for approval.
• Advisory Committee: Optional but recommended. Define the role and composition of an advisory committee to provide guidance on key decisions.
• Delegation of Authority: Outline any circumstances under which GPs can delegate authority to third parties (e.g., investment managers, consultants).

6. Fees and Compensation

• Management Fees: Detail the annual management fee structure, including the basis for calculation (e.g., AUM, committed capital).
• Performance Fees (Carried Interest): Clarify the terms under which GPs earn performance fees, including any hurdles or benchmarks that must be met.
• Reimbursement of Expenses: List the types of expenses GPs can be reimbursed for (e.g., travel, legal fees), and the process for approval and payment.

7. Partnership Duration and Termination

• Term of the Partnership: State the duration of the partnership and any conditions for early termination.
• Extension of Term: Describe the process for extending the partnership’s duration, including any required approvals.
• Dissolution Events: List the events that could lead to the dissolution of the partnership (e.g., bankruptcy, mutual consent, court order).
• Liquidation Process: Outline the process for liquidating the partnership’s assets, including the order of payments to creditors and partners.

8. Transfer of Interests

• Restrictions on Transfer: Clearly state any restrictions on transferring partnership interests, including the need for GP approval.
• Right of First Refusal: If applicable, describe the right of first refusal for existing partners to purchase the interest of a selling partner.
• Buy-Sell Agreements: Include provisions for mandatory buyouts in certain circumstances (e.g., death, disability, bankruptcy of a partner).
• Valuation of Interests: Detail the process for valuing partnership interests in the event of a sale or transfer.

9. Confidentiality

• Confidentiality Obligations: Outline the obligations of partners to keep partnership information confidential.
• Non-Disclosure Agreements (NDAs): Include provisions requiring partners and employees to sign NDAs.
• Consequences of Breach: Specify the penalties for breaching confidentiality, including legal action and financial penalties.

10. Dispute Resolution

• Mediation and Arbitration: Encourage mediation or arbitration as a first step in resolving disputes, rather than litigation.
• Governing Law: Specify the jurisdiction whose laws will govern the agreement.
• Legal Venue: State the legal venue where disputes will be resolved (e.g., state courts, arbitration panels).

11. Indemnification and Liability

• Indemnification of General Partners: Provide that GPs will be indemnified for actions taken in good faith on behalf of the partnership.
• Limitations on Liability: Clarify the extent to which GPs and LPs are protected from personal liability for partnership debts and obligations.
• Insurance: Include provisions for maintaining insurance policies to cover potential liabilities (e.g., directors and officers insurance).

12. Amendments

• Procedure for Amendments: Detail the process for amending the LPA, including any voting requirements or consent needed from partners.
• Majority vs. Unanimous Consent: Specify which types of amendments require a simple majority and which require unanimous consent.

13. Environmental, Social, and Governance (ESG) Commitments

• ESG Policy Statement: Incorporate a policy that outlines the partnership’s commitment to ESG principles.
• Reporting Requirements: Establish regular reporting on ESG metrics to LPs.
• Compliance: Include provisions for ensuring that the partnership’s operations comply with ESG standards.

14. Succession Planning

• Successor General Partner: Specify the process for appointing a successor GP in the event of death, incapacity, or withdrawal of the current GP.
• Continuity Plans: Detail the plans for ensuring continuity of management and operations during the transition.
• Impact on Limited Partners: Describe how succession will affect LPs, particularly in terms of voting rights and profit-sharing.

15. Compliance and Regulatory Considerations

• Regulatory Compliance: Outline the partnership’s obligations to comply with relevant laws and regulations (e.g., SEC regulations, tax laws).
• Reporting Obligations: Detail the regular reporting obligations to regulatory bodies and investors.
• Penalties for Non-Compliance: Specify the consequences for failing to comply with regulatory requirements, including potential penalties and corrective actions.

16. Technology and Innovation

• Use of Technology: Describe how technology will be used to manage the partnership, such as digital platforms for communication, accounting, and reporting.
• Cybersecurity Measures: Include provisions for safeguarding the partnership’s digital assets and information.
• Intellectual Property: Protect any intellectual property developed by the partnership, including patents, trademarks, and proprietary technologies.

17. Crisis Management and Contingency Planning

• Crisis Management Plan: Develop a plan for managing crises that could affect the partnership’s operations, including financial, operational, and reputational risks.
• Roles and Responsibilities: Assign specific roles to GPs and LPs during a crisis.
• Contingency Fund: Consider establishing a contingency fund to cover unexpected expenses or losses during a crisis.

18. Data Security and Privacy

• Data Protection Policies: Implement policies to protect partner and partnership data from unauthorized access or breaches.
• Compliance with Data Protection Laws: Ensure that the partnership complies with data protection regulations such as GDPR or CCPA.
• Incident Response Plan: Develop a plan for responding to data breaches or security incidents, including notification procedures and corrective actions.

19. Global Reach and International Investments

• International Investment Strategy: If applicable, outline the partnership’s strategy for international investments, including target markets and risk assessments.
• Cross-Border Tax Considerations: Address tax implications and compliance requirements for international investments.
• Legal Compliance: Ensure that the partnership’s international activities comply with the laws of all relevant jurisdictions.

20. Alignment with Global Standards

• Adherence to Global Standards: Commit to aligning the partnership’s operations with recognized global standards (e.g., PRI, UN Global Compact).
• Regular Audits: Schedule regular audits to ensure compliance with these standards.
• Investor Reporting: Provide regular updates to investors on the partnership’s alignment with global standards and any improvements or challenges.

21. Long-Term Vision and Mission Alignment

• Mission Statement: Reiterate the partnership’s long-term mission and how it guides decision-making and strategy.
• Investor Alignment: Ensure that LPs understand and are aligned with the partnership’s long-term goals.
• Sustainability of Operations: Address how the partnership plans to maintain and grow its operations sustainably over the long term.