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 Delaware or Non-Delaware Partnership to a Delaware Limited Partnership Dear Sir or Madam: Enclosed please find a form for a Certificate of Conversion from a Delaware or Non-Delaware Partnership to a Delaware Limited Partnership. The fee to file the Certificate of Conversion is $200.00. Also, enclosed please find a form for a Certificate of Limited Partnership that is required to be filed simultaneously with the Certificate of Conversion. The fee for filing the Certificate of Limited Partnership is $200.00. Please submit the filing with 1 cover sheet with Conversion first. You will receive a stamped “filed” copy of your document. If you would like a certified copy it will be an additional $60.00. ($30.00 for the Conversion and $30.00 for the Certificate of Limited Partnership) Expedited services are available please contact our office concerning these fees. Delaware entities converting to any other non-Delaware or domestic entity must also pay all applicable taxes. Please contact our Franchise Tax Department for assistance. Please make any 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. For your convenience a cover sheet is available at the following link. http://www.state.de.us/corp/filingmemo.pdf. Please make sure you thoroughly complete all information requested on these forms. 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 don’t hesitate to call us at (302) 7393073. Sincerely, Department of State Division of Corporations Rev 09/05 American LegalNet, Inc. www.USCourtForms.com STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A PARTNERSHIP TO A LIMITED PARTNERSHIP PURSUANT TO SECTION 17-217 OF THE LIMITED PARTNERSHIP ACT 1.) The jurisdiction where the Partnership first formed is_____________________. 2.) The jurisdiction immediately prior to filing this Certificate is_______________. 3.) The date the Partnership first formed is_________________________________. 4.) The name of the Partnership immediately prior to filing this Certificate is ________________________________________________________________. 5.) The name of the Limited Partnership as set forth in the Certificate of Limited Partnership is______________________________________________. IN WITNESS WHEREOF, the undersigned have executed this Certificate on the ___________day of _________________, A.D._______________. By:____________________________ General Partner(s) Name:____________________________ Print or Type American LegalNet, Inc. www.USCourtForms.com STATE OF DELAWARE CERTIFICATE OF LIMITED PARTNERSHIP • The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows: • First: The name of the limited partnership is ________________________________ ____________________________________________________________________. • Second: The address of its registered office in the State of Delaware is ___________ _____________________________ in the city of ____________________________ Zip Code________________. The name of the Registered Agent at such address is __________________________ ____________________________________________________________________. • Third: The name and mailing address of each general partner is as follows: _____________________________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ • In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership as of ___________ day of ______________, A.D.__________. By:___________________________ General Partner Name:_________________________ (type or print name) American LegalNet, Inc. www.USCourtForms.com