Certificate to create limited partnership.

The undersigned, being desirous of forming a limited partnership in pursuance of the Uniform Limited Partnership Act of _________, authorizing the creation of such a partnership, by this agreement make and severally sign the following certificate for that purpose:

1. The name under which the partnership is to be conducted is _________.

2. The general nature of the business to be transacted is _________.

3. The principal place of business of the partnership is to be located at _________.

4. The names and places of residence of each of the general partners are as follows: _________.

5. The names and places of residence of each of the limited partners are as follows: _________.

6. The term for which the partnership is to exist is _________ years.

7. The amount of cash contributed by each limited partner is as follows: $_____ by _________, and $_____ by _________[and so on if more than two limited partners]. The agreed value of the other property contributed by each limited partner is as follows: _________.

8. Each limited partner is to receive _________ share of the profits of the partnership [or state other compensation by way of income].

9. The additional contributions, "if any," agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made, are as follows: _________[state times at which or events on happening of which they shall be made].

10. The time when the contribution of each limited partner is to be returned is _________.

11. Priority of _________[or “_________ and _________”] over other limited partners as to contributions and [or "or"] compensation by way of income, is _________.

12. Each limited partner is to have the right to substitute an assignee as contributor in h— place on condition that _________.

13. Additional limited partners are to be admitted on the following terms and conditions: _________.

14. _________[one of the limited partners] shall be entitled to priority over other limited partners to the extent of _________.

15. On the death, retirement or insanity of a general partner, the remaining general partner [or "partners"] is [or "are"] to have the right to continue the partnership business on condition that _________.

16. The limited partners are to have the right to demand and receive property other than cash in return for their contributions in the event that _________.

In witness of the above, we have signed this instrument _________[date].

[Acknowledgments]

[Signatures]