PROCEDURES FOR AUTHORIZING A FOREIGN LIMITED PARTNERSHIP IN OKLAHOMA This information is intended as an aid to authorizing a foreign limited partnership to transact business in the state of Oklahoma pursuant to the provisions of Title 54, Section 501-901A of the Oklahoma Statutes. PLEASE CONSULT THE STATUTES CAREFULLY. The Uniform Limited Partnership Act of 2010 applies to all limited partnerships except those expressly excluded (see reverse side of instruction sheet) and those for which special statutes are in existence with which the provisions of Title 54 may conflict. FILING PROCEDURES: 1. Prepare and file with the Secretary of State one (1) signed copy of the certificate of authority. Attach a Certificate of Good Standing or Existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited partnership's publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized. 2. Pay to the Secretary of State a filing fee of Three Hundred Dollars ($300.00). (Title 54, Section 500-206A) 3. Make checks, cashier's checks, or money orders orders payable Oklahoma Oklahoma of State. Instruments Make checks, cashier's checks, or money payable to the to the Secretary Secretary of State. may be mailed, delivered in delivered in person, or filed on-line at www.sos.ok.gov. 521-3771. of the Secretary Instruments may be mailed, person, filed on-line at www.sos.ok.gov, or faxed to (405)The address The address of the Secretary of State is 2300 N. Oklahoma City, Oklahoma 73103. Capitol Building, Oklahoma be an of State is 421 N.W. 13th, Suite 210, Lincoln Blvd., Room 101, State If delivered in person, there will City, Oklahoma 73105-4897. If delivered in person, there will be an additional Twenty-five Dollar ($25.00) fee for additional Twenty- five Dollar ($25.00) fee for each document filed same day. The Secretary of State accepts Visa, each document filed same American Secretaryifof Statein person, or on-line; however, there will be a four percent Discover, MasterCard, or day. The Express filing accepts Visa, Discover, MasterCard, or American Express if filing in person, on-line, for the use of a credit card. (Title four percent (4%) (4%) service charge added or by fax; however, there will be a 18, Section 1142) service charge added for the use . of a credit card. (Title 18, Section 1142) If filed by fax, a cover letter with the following information must be attached: the credit card number, the expiration date, the name on the card, the dollar ($) amount you authorize this office to charge, and a return address. INSTRUCTIONS FOR PREPARING THE CERTIFICATE OF AUTHORITY: 1. The foreign limited partnership must indicate whether or not it is a limited liability limited partnership. 2. A) NAME OF LIMITED PARTNERSHIP ­ The name of the foreign limited partnership MUST contain the phrase "limited partnership" or the abbreviations "LP" or "L.P" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." B) NAME OF LIMITED LIABILITY LIMITED PARTNERSHIP ­ The name of the foreign limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP". The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of: (1) corporations, both domestic and foreign, then existing or which have existed at any time during the preceding three (3) years; or (2) then existing domestic and foreign limited partnerships; or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (5) corporate, limited partnership or limited liability company names reserved with the Secretary of State. (Title 54, Section 108A) The AVAILABILITY of a name can be checked in advance by telephoning the Secretary of State at (405) 522-2520, checking on-line at www.sos.ok.gov, or by coming in person. Prior to organizing a limited partnership, a name may be reserved for a period of sixty (60) days by filing a Name Reservation application and paying a fee of Ten Dollars ($10.00). (Title 54, Section 500-109A) 3. STATE ­ Indicate the name of the state, country, or jurisdiction where the foreign limited partnership was originally organized. 4. PRINCIPAL OFFICE ­ The street and mailing address of the principal executive office of the foreign limited partnership, wherever located. (SOS FORM 0037-07/12) American LegalNet, Inc. www.FormsWorkFlow.com 5. REQUIRED OFFICE ­ The street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office. 6. E-MAIL ADDRESS ­ The e-mail address of the primary contact for the registered business. Every domestic and foreign limited partnership or limited liability limited partnership registered to do business in Oklahoma shall file an annual certificate each year on the company's anniversary date, and shall pay an annual certificate fee of Fifty Dollars ($50.00). (Title 54, Section 500-210A; 206A.8) Notice of this annual certificate will be sent to the limited partnership at its last known office address of record. 7. ADDITIONAL REGISTERED AGENT AND REGISTERED OFFICE ­ The name and street address of the registered agent in the state of Oklahoma. The registered agent accepts service of process in the event of a lawsuit against the limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent. If an additional registered agent is designated, service of process shall be on that agent and not the Secretary of State. The registered office address must be a physical address and cannot be a post office address. 8. REGISTERED AGENT: SECRETARY OF STATE ­ The Oklahoma Secretary of State shall act as the registered agent ONLY if no agent has been appointed for service of process in the state of Oklahoma. For acting as the registered agent, a fee of One Hundred Dollars ($100.00) shall be paid on the first day of July e