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Formation Of Limited Partnership

Introductory Statement. We, the undersigned, wishing to form a limited partnership (Partnership) pursuant to the laws of [state], do hereby affirm and say:

1. Name of Partnership. Partnership's name is [name].

2. Partnership Business. Partnership will engage in the business of [nature of business].

3. Duration of Partnership. Partnership will begin on [date] and end on [date] unless sooner terminated by the General Partners or by the death, retirement, or disability of all the General Partners.

4. Principal Place of Business. Partnership's principal place of business is at [address].

5. Names and Residences of General Partners. The names and residences of the General Partners are:

[schedule of names and residences]

6. Names and Residences of Limited Partners. The names and residences of the Limited Partners are:

[schedule of names and residences]

7. Capital Contributions--General Partners. The cash and other property contributed by the General Partners to the Partnership capital is:

[schedule of cash contributions showing General Partners' names and amounts contributed]

[schedule of property contributions showing General Partners' names, descriptions of property, and values of property]

8. Capital Contributions--Limited Partners. The cash contributed by the Limited Partners to the Partnership capital is:

[schedule of cash contributions showing Limited Partners' names and amounts contributed]

9. Additional Capital Contributions. The General Partners can call upon the Limited Partners to contribute additional sums to the Partnership capital, but not in excess of the following:

[schedule of maximum cash contributions showing Limited Partners' names and maximum amounts]

10. Profits and Losses. Partnership's profits and losses shall be shared as follows: [method of distribution].

11. Assignments and Substitutions. Partners' interests in Partnership may be assigned to third parties upon the following conditions: [list of conditions]. Third parties may be substituted as Partners in the place of the present Partners upon the following conditions: [list of conditions].

12. Admission of Additional Partners. Additional Limited Partners may be admitted to Partnership upon the following conditions: [list of conditions].

13. Death, Retirement, Insanity of General Partner. If a General Partner dies, retires, or becomes permanently disabled so that the General Partner cannot carry out the General Partner's duties, the remaining General Partner shall continue to conduct Partnership's business. If there remains no General Partner, Partnership shall end, and its business shall be liquidated.

[dated] [signatures]

General Partners

[signatures]

Limited Partners