LIMITED PARTNERSHIP AGREEMENT

STATE OF COLORADO

DOCUMENT HEADER

This Limited Partnership Agreement is entered into as of [EFFECTIVE DATE] by and among the General Partner(s) and Limited Partner(s) identified in Schedule A.

The Partners form a limited partnership pursuant to the Colorado Uniform Limited Partnership Act (C.R.S. § 7-62-101 et seq.).

1. FORMATION

Formation under C.R.S. § 7-62-101 et seq. Certificate filed with Colorado Secretary of State.

2. NAME AND PURPOSE

Name: "[PARTNERSHIP NAME], LP". Purpose: [DESCRIBE BUSINESS PURPOSE].

3. PARTNERS AND CONTRIBUTIONS

General Partner(s) have unlimited liability per C.R.S. § 7-62-403. Limited Partner(s) have limited liability per C.R.S. § 7-62-303.

4. ALLOCATIONS AND DISTRIBUTIONS

Per Percentage Interests as determined by General Partner.

5. MANAGEMENT

General Partner has exclusive management authority.

6. LIMITED PARTNER RIGHTS

Limited liability per C.R.S. § 7-62-303. Information rights per C.R.S. § 7-62-305.

7. TRANSFER OF INTERESTS

General Partner: unanimous consent. Limited Partner: GP consent required.

8. DISSOLUTION

Per C.R.S. § 7-62-801 et seq. Certificate of Cancellation filed with Colorado Secretary of State.

9. DISPUTE RESOLUTION

Arbitration in Denver, Colorado. Jury waiver included.

10. COLORADO-SPECIFIC PROVISIONS

• Certificate filed with Colorado Secretary of State per C.R.S. § 7-62-201
• Periodic report requirements
• Electronic signatures valid per C.R.S. § 24-71.3-101 et seq.

EXECUTION

GENERAL PARTNER: _________________________________ Date: ___________

LIMITED PARTNER(S): _________________________________ Date: ___________

SCHEDULE A