Common use of Formation and Agreement of Limited Partnership Clause in Contracts

Formation and Agreement of Limited Partnership. Consolidated Capital Properties IV was originally formed as a limited partnership (the "California Partnership") pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of September 23, 1981. Pursuant to an Agreement and Plan of Merger, dated as of March 18, 2008, by and between the California Partnership and Consolidated Capital Properties IV, LP, a Delaware limited partnership (the "Delaware Partnership"), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the "Surviving Entity") in the merger (the "Merger"). At the effective time of the Merger (the "Effective Time"), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the "Agreement"); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the "Partnership" are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time."

Formation and Agreement of Limited Partnership. Consolidated Capital Properties IV Institutional Properties/2 was originally formed as a limited partnership (the "“California Partnership"”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of September 23April 12, 19811983, and amended and restated as of June 24, 1983. Pursuant to an Agreement and Plan of Merger, dated as of March 1819, 2008, by and between the California Partnership and Consolidated Capital Properties IVInstitutional Properties/2, LP, a Delaware limited partnership (the "“Delaware Partnership"”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the "“Surviving Entity"”) in the merger (the "“Merger"”). At the effective time of the Merger (the "“Effective Time"”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the "“Agreement"”); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the "“Partnership" ” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time."”

Formation and Agreement of Limited Partnership. Consolidated Capital Institutional Properties IV was originally formed as a limited partnership (the "“California Partnership"”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of September 23April 28, 1981. Pursuant to an Agreement and Plan of Merger, dated as of March 1819, 2008, by and between the California Partnership and Consolidated Capital Properties IVInstitutional Properties, LP, a Delaware limited partnership (the "“Delaware Partnership"”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the "“Surviving Entity"”) in the merger (the "“Merger"”). At the effective time of the Merger (the "“Effective Time"”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the "“Agreement"”); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the "“Partnership" ” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time."”

Formation and Agreement of Limited Partnership. Consolidated Capital Properties IV Institutional Properties/3 was originally formed as a limited partnership (the "“California Partnership"”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of September 23May 22, 19811984, and amended and restated as of May 1, 1985 and as of July 15, 1985. Pursuant to an Agreement and Plan of Merger, dated as of March 18August 29, 2008, by and between the California Partnership and Consolidated Capital Properties IVInstitutional Properties/3, LP, a Delaware limited partnership (the "“Delaware Partnership"”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the "“Surviving Entity"”) in the merger (the "“Merger"”). At the effective time of the Merger (the "“Effective Time"”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the "“Agreement"”); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the "“Partnership" ” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time."”