Certificates required by Uniform Limited Partnership Act and Revised Uniform Limited Partnership Act (1976). The undersigned, desiring to form a limited partnership under the Uniform Limited Partnership Act as set forth in _________[statutory citation] make the following certificate: 1. The name of the partnership shall be _________. 2. The character of the business shall be _________[e.g., the ownership and operation of real property]. 3. The location of the principal place of business shall be _________. 4. The name and address of the general partner is _________[corporation] whose address [principal place of business] is _________. 5. The partnership shall continue for a term of approximately _________ years. 6. The amount of initial cash contribution by each limited partner and the percentage of net profit of the partnership to which each limited partner is entitled on account of that contribution (both before and after participation by the general partner) is set forth in Exhibit A, attached. Further, each limited partner for each full unit of ownership (_____%) may be required to make additional contributions of capital for a period of _________ years commencing _________, 19__ and continuing on the same day of each year afterwards. Each capital contribution per year for each unit shall not exceed the sum of _________ dollars and shall not be cumulative. 7. Except to complete sale of the initial _________ units, the general partner shall not have the right to admit additional limited partners except with the consent of limited partners entitled to fifty-one percent or more of the profits of the partnership and then only upon such terms as may be agreed upon by the limited partners at the time of the proposed admission of additional limited partners. 8. Limited partners entitled to fifty-one percent or more of the profits of the partnership may, by a vote, remove the general partner. The election of a substitute general partner shall be made by an affirmative vote of the limited partners owning fifty-one percent or more of the profits of the partnership. The limited partnership may be terminated by a vote of limited partners entitled to fifty-one percent or more of the profits of the partnership. 9. This certificate may be executed in counterparts, each of which will constitute an original. In witness etc., Limited Partners _________ _________ _________ General Partner _________ By _________, President By _________, Secretary
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