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ConfidentialLegal document

Limited Partnership Agreement

Document ID: TPNS-LPA-2026-V1.0.4
· Classification: Master Fund Covenant

01

Public alignment summary

How the legal covenants map to the smart-contract system.

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Article II: Master-Series Architecture

Establishes the segregation of assets, liabilities, and bookkeeping pursuant to Delaware DRULPA Section 17-218. On-chain, this isolation is enforced by the TPNS Platform Factory. The parent platform deploys independent smart-contract instances (Series Tokens) for each physical asset class.

Article IV: The 3-Tier Execution Matrix

Outlines the strict parameterization of assets into yield profiles: Cash Flow, Capital Gain, and High Complexity.

  • Tier 1: Predictable cash flow (for example, NNN industrial).
  • Tier 2: Value-add and capital gains (for example, multi-family conversions).
  • Tier 3: High complexity (for example, distressed aggregation and quiet-title pipelines).

Article V: The 21/30/49 Metabolic Waterfall

Defines the flow of free cash flow after labor deductions (Tau). This distribution is applied to TPNS personal holdings and is a suggested structure for independent fund managers building on the platform. The covenant is modeled in the distributeYield() function of the blockchain contracts.

  • 49% — Investor capital (LPs)
  • 30% — The Commons (network treasury for continued land acquisition)
  • 21% — Governance and operator pool

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The public preview summarizes the covenants. The execution copy requires a signed identity session.