South Carolina Contribution Agreement: A South Carolina Contribution Agreement is a legal document that outlines the terms and conditions between Keystone Operating Partnership, L.P., Hudson Bay Partners II, LP, and Several Individual Contributors. This agreement sets out the contribution of funds, assets, or services by the Individual Contributors to the Partnership, in exchange for an ownership interest or other benefits. It establishes the rights and obligations of each party involved and ensures a mutually beneficial arrangement. Key components of a South Carolina Contribution Agreement include: 1. Parties: — Keystone Operating Partnership, L.P.: The entity receiving the contributions and responsible for managing the partnership. — Hudson Bay Partners II, LP: A limited partnership associated with the venture. — Several Individual Contributors: Various individuals making contributions to the partnership, which can include monetary funds, assets, or services. 2. Contributions: — Monetary Contributions: Specifies the amount and method of payment by the individual contributors to the partnership. — Asset Contributions: Outlines the transfer of specific assets by the contributors, such as real estate, machinery, or intellectual property rights. — Service Contributions: Describes any services or expertise provided by individual contributors to the partnership. 3. Ownership Interest: — Specifies the percentage or number of units/shares allotted to each individual contributor as a result of their contributions. — Documents the rights, privileges, and responsibilities associated with the ownership interest. 4. Management and Control: — Establishes the authority and decision-making processes within the partnership. — Outlines the roles and responsibilities of each party involved in managing the partnership's operations. 5. Distribution of Profits and Losses: — Defines how profits and losses will be allocated among the partners. — Outlines the distribution schedule and any associated terms or conditions. 6. Termination and Dissolution: — Outlines the circumstances and procedures for terminating or dissolving the partnership. — Specifies any applicable buyout provisions or exit strategies for the individual contributors. It's important to note that there may be different types of South Carolina Contribution Agreements depending on the nature of the partnership and the specific needs of the parties involved. These can include agreements related to joint ventures, real estate development projects, investment funds, or other business collaborations. Overall, a South Carolina Contribution Agreement between Keystone Operating Partnership, L.P., Hudson Bay Partners II, LP, and Several Individual Contributors establishes a legally binding framework for the contribution and operation of the partnership, ensuring clarity and protection for all parties involved.