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• • ' - :i - <br /> partner sha11 consist of his or her original contribution at the <br /> � start of the partnership plus any additional contributions , minus <br /> capital distributions . <br /> 10. Each partner ' s share in profits and losses of the <br /> partnership shall be a fraction, the numerator of which sha11 be <br /> the value of tfie partner ' s capital account and the denominator of <br /> which shall be the value of all capital accounts of the partners . <br /> The fractional share of � each partner shall be determined as of <br /> December 31 , of each year and shall not change until December 31 , <br /> of the following year. <br /> 11. The partners shall hold an annual meeting at a time <br /> and place to be selected by the partners . At such meeting the <br /> partners sha11 transact such business as may properly be brought <br /> before the meeting. The partnership shall, reimburse each partner <br /> for any expenses reasonably incurred in attending the annual <br /> ,., meeting. The partners sha11 keep regular minutes of all their <br /> proceedings. The minutes sha11 be' placed in the minute book of <br /> the partnership. <br /> 12 . On the withdrawal of a partner , the remaining <br /> partners r.lay continue the partnership business by purchasing the <br /> ' interest of the withdrawing partner. The remaining partners <br /> shall have the right to purchase the withdrawing partner ' s interest <br /> at its net book value as of the withdrawal date. The net book <br /> value of the interes:t of the withdrawing partner shall be determined <br /> by multiplying the fraction of partnership profits and Losses to <br /> which the said partner is entitled as per Paragraph 10 by the net <br /> book value of the partnership as shown by the balance sheets of <br /> the partnership. "Net book value" is defined as the net worth of <br /> � a11 partnership assets less a11 liabilities , without allowing for <br />