UC Asset LP Sample Contracts

LIMITED PARTNERSHIP AGREEMENT SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF UC Asset LP
Limited Partnership Agreement • May 17th, 2023 • UC Asset LP • Investors, nec • Delaware

This Seventh Amended and Restated Limited Partnership Agreement (the “Agreement”) is made and entered into as of the 31st day of March, 2023 (the “Effective Daet”) by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the “General Partner”), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein (each a “Limited Partner” and collectively the “Limited Partners”), which parties hereby continue UC Asset LP, a Delaware limited partnership (the “Partnership”), pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as in effect as of the Certificate Filing Date, and as thereafter amended from time to time, or any successor statute (the “Act”), as follows.

UC ASSET LP SUBSCRIPTION AGREEMENT This is a Subscription for Common Units of UC ASSET LP A DELAWARE LIMITED PARTNERSHIP
Subscription Agreement • September 7th, 2018 • UC Asset LP • Real estate • Delaware

This Subscription Agreement (this “Agreement” or this “Subscription”) is made and entered into as of [______ ___, _____] by and between the Undersigned (the “Subscriber”) and UC Asset LP, a Delaware limited partnership (“UC Asset LP” or the “Issuer”) with reference to the facts set forth below.

ASSIGNMENT AGREEMENT
Assignment Agreement • April 29th, 2021 • UC Asset LP • Investors, nec

UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the “Assignor”) AND:

SPECIAL LENDING AGREEMENT WITH SECURITY COLLATERAL
Special Lending Agreement With Security Collateral • May 8th, 2025 • UC Asset LP • Investors, nec • Georgia

This Special Lending Agreement with Security Collateral (the “Agreement”) is made by and between UC Asset LP (the “Company” or “Lender”), a Delaware limited partnership, and Xianghong Wu aka Larry Wu (“General Partner” or “Borrower”), who is also the general partner of the Company, on the date of January 20, 2025 (the “Effective Date”).

ASSIGNMENT AGREEMENT
Assignment Agreement • March 11th, 2021 • UC Asset LP • Investors, nec

UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the "Assignor") AND:

ASSIGNMENT AGREEMENT
Assignment Agreement • April 29th, 2021 • UC Asset LP • Investors, nec

UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the “Assignor”) AND:

RUFUS ROSE HOUSE JOINT VENTURE AGREEMENT
Joint Venture Agreement • May 8th, 2025 • UC Asset LP • Investors, nec • Georgia

THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made and comes into effective on December 10, 2024 (“Effective Date”), by and between Atlanta Landsight, LLC, (“LANDSIGHT”), a Georgia limited liability company, and Vaycaychella Inc, (“VAYK”) , a Wyoming corporation which is a public company quoted on the OTC market under the ticker of VAYK.

UC ASSET LP SUBSCRIPTION AGREEMENT For Series C Preferred Units of UC Asset LP, A DELAWARE LIMITED PARTNERSHIP
Subscription Agreement • June 25th, 2025 • UC Asset LP • Investors, nec • Delaware

This Subscription Agreement (this “Agreement” or this “Subscription”) is made and entered into as of the date on which the undersigned (the “Undersigned” or the “Subscriber”) puts their signature on this Agreement, either physically or electronically, whichever comes first, by and between the Undersigned and UC Asset LP, a Delaware limited partnership (“UC Asset LP” or the “Issuer”) with reference to the facts set forth below.

ASSIGNMENT AGREEMENT
Assignment Agreement • March 11th, 2021 • UC Asset LP • Investors, nec

UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the "Assignor"), AND

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 9th, 2020 • UC Asset LP • Investors, nec

This Subscription Agreement (the “Agreement”) is to be completed by each person that desires to subscribe (each, a “Subscriber”) for Series A Preferred Units (“Series A Preferred Units”) in UC Asset LP, a Delaware limited partnership (the "Company"). The offering of Interests is being made pursuant to the terms and conditions of the Limited Company Agreement (the “LPA”) which is attached to this Agreement as Exhibit A, and the Certificate of Designation of Series A Preferred Units (the “Certificate”) which is attached to this Agreement as Exhibit B. Subscribers are strongly encouraged to carefully read this Agreement, the LPA, and the Certificate, before deciding to subscribe for Series A Preferred Units. Capitalized terms used in this Agreement and not otherwise defined in this this Agreement shall have the meanings assigned to them in the LPA.

AUDIT COMMITTEE MEMBER SERVICE AGREEMENT
Audit Committee Member Service Agreement • April 1st, 2020 • UC Asset LP • Investors, nec

This Audit Committee Member Service Agreement (hereinafter this “Agreement”) is made, entered into, and effective as of July 01, 2019 (hereinafter the “Effective Date”)

ASSIGNMENT AGREEMENT
Assignment Agreement • April 29th, 2021 • UC Asset LP • Investors, nec

UC ASSET LP, a limited partnership incorporated in the State of Delaware, with principal office at 2299 Perimeter Drive, Suite 120, Atlanta, Georgia 30341 (the “Assignor”), AND

SECURED PROMISSORY TERM NOTE AGREEMENT
Secured Promissory Term Note Agreement • February 12th, 2018 • UC Asset LP • Real estate • Georgia
UC ASSET LP SUBSCRIPTION AGREEMENT For Series C Preferred Units of UC Asset LP, A DELAWARE LIMITED PARTNERSHIP
Subscription Agreement • May 8th, 2025 • UC Asset LP • Investors, nec • Delaware

This Subscription Agreement (this “Agreement” or this “Subscription”) is made and entered into as of the date on which the undersigned (the “Undersigned” or the “Subscriber”) puts their signature on this Agreement, either physically or electronically, whichever comes first, by and between the Undersigned and UC Asset LP, a Delaware limited partnership (“UC Asset LP” or the “Issuer”) with reference to the facts set forth below.

EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2023 • UC Asset LP • Investors, nec • Georgia

THIS EMPLOYMENT AGREEMENT made as of April 25, 2023, by and between UCF Asset LLC, a Georgia Limited Liability Company (the “Company”), whose principal place of business is at 537 Peachtree St NE, Atlanta, GA 30308; and Jason Armstrong(“Employee”).

lEASE aGREEMENT BETWEEN FIRE RANCH llc AND AZO PROPERTIES llc
Lease Agreement • May 8th, 2025 • UC Asset LP • Investors, nec • Oklahoma

This Commercial Lease Agreement (This “Agreement”) is made this date April 1, 2025, by and between AZO Properties LLC, and/or its assigns an entity located at 7408 Apple Valley, Edmond OK 73034 (“Landlord”) and Fire Ranch LLC, an entity to be located at 7408 Apple Valley, Edmond OK 73034 (“Tenant”). In consideration of the mutual covenants herein contained, the parties agree as follows:

SERIES A PREFERRED UNIT CANCELLATION AGREEMENT
Series a Preferred Unit Cancellation Agreement • October 11th, 2022 • UC Asset LP • Investors, nec • Delaware

In consideration of the premises, the mutual covenants and conditions contained herein, between the Company and the Holder, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, with the intent to be legally bound, agree as follows.