Delaware Division of Corporations 401 Federal Street Suite 4 Dover, DE 19901 Phone: 302-739-3073 Fax: 302-739-3812 Certificate of Conversion from a General Partnership to a Limited Partnership Dear Sir or Madam: Enclosed please find a form for a Certificate of Conversion from General Partnership to a Limited Partnership. The fee to file the Conversion is $200.00 plus all the annual franchise taxes and the filing fee for the Limited Partnership is $200.00 payable upon the receipt of the documents. You will receive a stamped filed copy of your document. If you would like a certified copy it will be an additional $60 ($30.00 for the Certified copy of the Conversion and $30.00 for the Certified copy of the Limited Partnership). Expedited services are available, please contact our office concerning these fees. Also, please contact our Franchise Tax Department for applicable Franchise Taxes that may be due. Please make your check payable to Delaware Secretary of State. In order to process your request in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line. Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please dont hesitate to call us at (302) 739- 3073. S incerely, D epartment of State Division of Corporations Rev.07/04 >>>> 2 State of Delaware Certificate of Conversion from a General Partnership to a Limited Partnership pursuant to Section 17-217 of the Uniform Limited Partnership Act 1.) The jurisdiction where the General Partnership first formed is ___________________. 2.) The jurisdiction immediately prior to filing this Certificate is ___________________ _______________________________________________________________________. 3.) The date the General Partnership first formed ________________________________. 4.) The name of the General Partnership immately pedi rior to filing this Certificate is___ __________________________________________________________________ __. 5.) The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is ___________________________________________________ _____. By:_________________________ G eneral Partner Name:_________________________ Print or Type