Exhibit 10.5
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
AGREEMENT AND CERTIFICATE
OF
LIMITED PARTNERSHIP
Dated as of November 14, 1995
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
INDEX
ARTICLE I: Organization...............................................1
Sec. 1.01 Formation.........................................1
Sec. 1.02 Fiscal Year.......................................2
Sec. 1.03 Objects and Purposes..............................2
Sec. 1.04 Office............................................3
Sec. 1.05 Term..............................................3
ARTICLE II: Authority, Duties, Obligations and Liability of
General Partner............................................3
Sec. 2.01 Authority of the General Partner..................3
Sec. 2.02 Limitations on General Partner's Authority........4
Sec. 2.03 Responsibilities of the General Partner...........4
Sec. 2.04 Other Responsibilities of General Partner.........5
Sec. 2.05 Assignability.....................................5
Sec. 2.06 Investment Committee..............................5
Sec. 2.07 Administrative Fee................................6
Sec. 2.08 Performance Fee...................................6
ARTICLE III: Authority, Duties, Obligations and Liability of
Limited Partners............................................7
Sec. 3.01 Powers of Limited Partners.........................7
Sec. 3.02 Liability of Limited Partners......................7
Sec. 3.03 Assignability.......................................7
ARTICLE IV: Capital Accounts...................................................7
Sec. 4.01 Capital Contributions...............................7
Sec. 4.02 Capital Accounts....................................8
Sec. 4.03 Partnership Percentages.............................8
Sec. 4.04 Certain Definitions.................................9
Sec. 4.05 Capital Accounts....................................9
Sec. 4.06 Interim Contributions..............................10
Sec. 4.07 Independent Accountant.............................11
Sec. 4.08 Valuation of Securities............................11
Sec. 4.09 Books of Account...................................11
Sec. 4.10 Bank Accounts......................................12
Sec. 4.11 Custodial Account..................................12
Sec. 4.12 Annual Reports.....................................12
Sec. 4.13 Interim Reports....................................13
ARTICLE V: Participation in Partnership Property.......................13
Sec. 5.01 Partner's Ownership of Partnership Property........13
Sec. 5.02 Drawings...........................................13
Sec. 5.03 Distributions......................................14
ARTICLE VI: Admission of New Limited Partners and Withdrawal
of Partners........................................14
Sec. 6.01 New Limited Partners...............................14
Sec. 6.02 Withdrawal of General Partner......................15
Sec. 6.03 Withdrawal, Death, etc. of Limited Partner.........15
ARTICLE VII: Termination of Partnership.......................................16
Sec. 7.01 Termination........................................26
Sec. 7.02 Method of Distributions............................17
ARTICLE VIII: Miscellaneous Provisions........................................17
Sec. 8.01 Power of Attorney..................................17
Sec. 8.02 Amendment..........................................18
Sec. 8.03 General............................................18
Sec. 8.04 Filing of Tax Returns..............................19
Sec. 8.05 Notices............................................19
Sec. 8.06 Private Placement Fees.............................20
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
OF
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
AGREEMENT, made by and among the KuwAm Corporation, a Delaware
corporation, as the general partner ("General Partner"), and each of the persons
listed on Schedule A to this Agreement as limited partners (collectively, the
"Limited Partners" and, together with the General Partner, referred to as the
"Partners" or individually as a "Partner").
WHEREAS, the undersigned parties desire to form a limited partnership
for the purpose of investing and reinvesting in and holding various securities
and investments.
NOW, THEREFORE, in consideration of the mutual covenants and on the
terms and conditions contained herein, the parties agree as follows:
ARTICLE I
ORGANIZATION
1.01 Formation. The Partners hereby form a limited partnership, to do
business under the name of Special Situation investment Holdings, Ltd. (the
"Partnership") in accordance with the provisions of the District of Columbia
Limited Partnership Act.
1.02 Fiscal Year. The fiscal year of the Partnership shall begin on January
I of each year and shall end on December 31 of the following calendar year.
1.03 Objects and Purposes. The Partnership is organized for the purpose of
seeking capital appreciation through special situation investments in publicly
traded securities, short sales and private placements and to engage in all
activities and transactions as the General Partner may deem necessary or
advisable in connection therewith, including, without limitation:
(a) to invest and trade in the securities and obligations, including
capital stock, warrants, bonds, notes, debentures and other securities (all such
items herein called "Securities"), of publicly held and freely traded United
States corporations, to sell securities short (up to, but in no event exceeding,
an amount equal to 30% of the Partnership's assets) and to cover such sales, and
to invest in Treasury bills and other obligations of the U.S. Government.
(b) to invest a portion of the Partnership's assets in private investment
transactions involving the Securities of U.S. corporations which may or may not
be publicly held or freely traded;
(c) to enter into, make and perform all contracts and other undertakings,
and engage in all activities and transactions, as may be necessary or advisable
to the carrying out of the foregoing objects and purposes.
1.04 Office. The principal office of the Partnership shall be at 0000
Xxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, or at such other place
or places as may be designated from time to time by the General Partner by
written notice to the Limited Partners.
1.05 Term. The Partnership shall commence upon the recording of the
Certificate of Limited Partnership in the District of Columbia and shall
continue for a period of thirteen full fiscal years, unless sooner terminated,
at any time, by decision of the General Partner. The Partnership's term may be
extended according to the provisions of Section 8.02 of this Agreement. The
Partnership shall dissolve in the event of the liquidation or bankruptcy of the
General Partner.
ARTICLE II
AUTHORITY, DUTIES, OBLIGATIONS AND
LIABILITY OF GENERAL PARTNER
2.01 Authority of the General Partner. The management of the Partnership
shall be vested exclusively in the General Partner, who shall have the power by
itself on behalf of the Partnership to carry out any and all of the objects and
purposes of the Partnership set forth in Section 1.03 and to perform all acts
and enter into and perform all contracts and other undertakings which it may
deem necessary or advisable or incidental thereto, including, without
limitation, the power to open and conduct accounts with qualified investment
banking and brokerage firms. Trading authority on behalf of the Partnership is
vested exclusively in the General Partner.
2.02 Limitations on General Partner's Authority. Without the written
consent of all the Limited Partners, the General Partner shall not:
(a) trade on margin, borrow in the name of the Partnership or incur any
indebtedness on behalf of the Partnership;
(b) buy or sell futures, options, and/or commodity contracts;
(c) buy or sell real estate;
(d) purchase partnership interests of any kind;
(e) borrow from the Partnership.
2.03 Responsibilities of the General Partner. The General Partner shall use
its best efforts in connection with the purposes and objects of the Partnership
and shall devote to such purposes and objects such of its time and activity as
it shall deem necessary for management of the affairs of the Partnership. The
General Partner shall exercise ordinary care and diligence in managing the
affairs of the Partnership and shall
be accountable to the Partnership as a fiduciary and shall exercise good faith
and integrity in handling the Partnership affairs. The General Partner shall not
be liable to the Partnership or to any other Limited Partners for any act or
omission performed or omitted by it in good faith.
2 .04 Other Responsibilities of General Partner. The General Partner shall:
(a) be solely responsible for all expenses incurred or to be incurred in
the organization and operation of the Partnership; transaction costs such as
brokerage commissions and custodial fees shall be borne by the Partnership;
(b) shall issue reports to the Limited Partners regarding the conduct of
the business of the Partnership as more fully set forth in Sections 4.11 and
4.12 hereof.
(c) shall maintain capital in the Partnership at all times during the life
of the Partnership, and shall not during the life of the Partnership withdraw
capital from the Partnership under the terms of Section 5.02 hereof at the end
of any fiscal year of the Partnership if such withdrawal would reduce the
General Partner's capital account to an amount less than its initial Capital
Contribution.
2.05 Assignability. The General Partner shall not sell or assign its
interest in the Partnership, but this limitation shall not prevent the General
Partner from merging into or with another company.
2.06 Investment Committee. The Partnership shall have an Investment
Committee, whose members shall be selected by the General Partner. The
Investment Committee shall be responsible for advising the General Partner on
matters of Partnership investment strategy, the recommendation of suitable
investments and changes in investment positions, and such other matters as the
General Partner may request, without, however, limiting in any way the sole
authority and responsibility of the General Partner for the
making of all investment decisions. Members of the Investment Committee may be
replaced from time to time by the General Partner upon written notice thereof.
2.07 Administrative Fee. As of the first day of each quarter of each fiscal
year, the General Partner shall be paid a fee for its administration of the
affairs of the Partnership in an amount equal to 1/2 of 1% of the market value
of the Partnership's assets as of such date, which amount the General Partner is
hereby authorized to withdraw from the funds of the Partnership.
2.08 Performance Fee. At the end of each fiscal year of the Partnership,
the General Partner shall be paid a performance fee in an amount equal to 10% of
the capital appreciation for each fiscal year, which amount the General Partner
is hereby authorized to withdraw from the funds of the Partnership. Capital
Appreciation for each fiscal year shall be the difference between the value of
the Partnership's assets as of the last day of the fiscal year, as determined in
accordance with Section 4.08 of this Partnership Agreement, adjusted to reflect
accrued income and expenses, minus the sum of (i) the Partnership Capital as of
the first day of such fiscal year (which amount shall equal the Net Accrued
Value as of the last day of the prior fiscal year) plus (ii) the total Capital
Contributions received by the Partnership during such fiscal year minus (iii)
the total distributions made by the Partnership during such fiscal year.
ARTICLE III
AUTHORITY, DUTIES, OBLIGATIONS AND
LIABILITY OF LIMITED PARTNERS
3.01 Powers of Limited Partners. The Limited Partners shall take no part in
the conduct or control of the Partnership's business and shall have no authority
or power to act for or bind the Partnership. The Limited Partners shall
nevertheless retain all rights
afforded to them by the District of Columbia Limited Partnership Act or
otherwise provided by this Agreement.
3.02 Liability of Limited Partners. No Limited Partner shall be liable for,
or bound by any obligations, losses, debts or liabilities of the Partnership in
excess of the amount contributed by him to Partnership capital.
3.03 Assignability. A Limited Partner may assign his interest in the
Partnership in whole or in part to any other person only with the prior written
consent of the General Partner.
ARTICLE IV
CAPITAL ACCOUNTS
4.01 Capital Contributions. Each Partner has, prior to the date hereof
paid, by way of contribution to the Partnership, cash having a value equal to
the aggregate amount set forth opposite such Partner's name in Schedule A hereto
("Capital Contribution" or "Capital Contributions"), and the other Partners
hereby acknowledge receipt by the Partnership of such contribution. Additional
Capital Contributions may be made by existing and new Partners as set forth in
Section 4.06(a) hereof.
4.02 Capital Accounts. There shall be established for each Partner on the
books of the Partnership a capital account (the "Capital Account") upon
admission to the Partnership. Each Partner's Capital Account shall be adjusted
to reflect additional Capital Contributions pursuant to Section 4.06 hereof,
distributions pursuant to Section 5.03 hereof, withdrawals and charges thereon
pursuant to Sections 2.07 and 5.02 hereof, and Net Gain or Net Loss (as both
terms are hereinafter defined) pursuant to Section 4.05 hereof, as of the
respective dates herein specified on which such events shall occur.
4.03 Partnership Percentages. At the beginning of each fiscal year, the
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Partnership Percentage of each Partner for such fiscal year shall be determined
by dividing the amount of each Partner's Capital Account by the sum of the
Capital Accounts for all Partners for such fiscal year. The sum of the
Partnership Percentages shall equal 100 percent. The Partnership Percentages
shall be set forth in a schedule which shall be provided to the Limited
Partners.
4. 04 Certain Definitions. For purposes of this Agreement:
(a) the term "Net Gain" shall mean, with respect to any fiscal year or
Interim Period (as hereinafter defined), the excess, if any, of the net worth of
the Partnership (including unrealized appreciation of Securities) on the last
day of the fiscal year or Interim Period over the net worth of the Partnership
(including unrealized appreciation of Securities) on the first day of the fiscal
year or Interim Period,
(b) the term "Net Loss" shall mean, with respect to any fiscal year or
Interim Period, the excess, if any, of the net worth of the Partnership
(including unrealized appreciation of Securities) on the first day of the fiscal
year or Interim Period over the net worth of the Partnership (including
unrealized appreciation of Securities) on the last day of the fiscal year or
Interim Period,
(c) the term "Interim Period" shall mean any portion of a fiscal year,
immediately preceding the date on which any Partner makes an additional Capital
Contribution or a new Limited Partner is admitted to the Partnership in
accordance with Section 4.06 hereof.
4.05 Capital Accounts. At the end of each fiscal year or Interim Period the
Capital Account of each Partner for such fiscal year or Interim Period shall be
determined by adjusting the Capital Account of each Partner in the following
manner and order:
(a) Any Net Gain of the Partnership for such fiscal year or Interim Period
shall
be credited to the Capital Account of each Partner in the proportion of such
Partner's Partnership Percentage, and
(b) Any Net Loss of the Partnership for such fiscal year or interim Period
shall be debited against the Capital Account of each Partner in the proportion
of such Partner's Partnership Percentage.
(c) The amount of any withdrawal made by any Partner in accordance with
Section 5.02 hereof, and any charge thereon pursuant to Section 5.02 hereof,
shall be debited to such Partner's Capital Account.
4.06 Interim Contributions.
(a) The General Partner shall allow additional Capital Contributions in
cash to be made to the Partnership by Partners. The General Partner may also
admit new Limited Partners to the Partnership in accordance with the provisions
of Section 6.01 hereof.
(b) If, other than on the first day of any fiscal year, (i) an additional
Capital Contribution is made to the Partnership, or (ii) a new Limited Partner
is admitted to the Partnership (either such date called the "Interim Date"),
each Partner's Partnership Percentage shall be recalculated, in accordance with
Section 4.03 hereof, for the remainder of the fiscal year or until another
Interim Date occurs in such fiscal year.
4.07 Independent Accountant. The accounts of the Partnership shall be
compiled as of each Interim Date as determined necessary by the General Partner
and shall be audited as of the close of each fiscal year by an independent
certified public accounting firm (the "Accountant") selected by the General
Partner. The final determination by the Accountant relating to accounting
matters of the Partnership shall be final and binding upon all Partners.
4.08 Valuation of Securities. For purposes of determining the value of the
assets
of the Partnership, Securities which are listed on a national securities
exchange shall be valued at their last sales price on the date of determination,
or if no sales occurred on such day, at the mean between the "bid" and "asked"
prices on such day. Securities which are not so listed shall be valued at their
last closing "bid" prices if held "long" by the Partnership and their last
closing "asked" prices if held "short" by the Partnership. All other Securities
shall be assigned such value as the General Partner, with the advice of the
Investment Committee and review by the Partnership's independent certified
public accountants, may reasonably determine, and this determination shall be
final and conclusive as to all Partners and former Partners.
4.09 Books of Account. Proper books of account of the Partnership shall be
kept in accordance with generally accepted accounting principles, applied on a
consistent basis, by or under the supervision of the General Partner at the
principal place of business of the Partnership, and shall be open to inspection
by any Partner or his representative at any reasonable time.
4.10 Bank Accounts. The General Partner shall open and thereafter maintain
separate bank accounts in the name of the Partnership in which there shall be
deposited all the funds of the Partnership. Funds not belonging to the
Partnership shall not be commingled with funds of the Partnership and no funds
shall be withdrawn from any such account except for use in the business of the
Partnership.
4.11 Custodial Account. The General Partner shall open and maintain a
custodial account in the name of the Partnership with a major U.S. commercial
bank. Cash and all Securities of the Partnership will be held for safekeeping in
the Partnership's custodial account, except in instances where the Partnership
from time to time holds long and/or short positions in brokerage accounts, in
which case Securities may be held with
investment banking or brokerage firms.
4.12 Annual Reports. Within forty-five days after the close of each fiscal
year, the General Partner shall prepare and mail to each Partner a written
report (the "Annual Report") including audited financial statements, setting
forth as of the end of such fiscal year:
(a) the assets and liabilities of the Partnership;
(b) the Net Gain or Net Loss of the Partnership for such year;
(c) such Partner's Year-End Capital Account for such year and the manner of
its calculation;
(d) any other information as may be necessary for such Partner's tax
purposes; and
(e) such Partner's Partnership Percentage for the succeeding fiscal year.
4.13 Interim Reports. The General Partner shall cause to be prepared and
delivered to each Partner a semiannual summary report of the Partnership which
shall include pertinent information which the General Partner may deem
appropriate.
ARTICLE V
PARTICIPATION IN PARTNERSHIP PROPERTY
5.01 Partner's Ownership of Partnership Property. Each Partner shall have
and own during any fiscal year an undivided interest in the Partnership equal to
that percentage which is his Partnership Percentage.
5.02 Drawings. Each Partner shall have the right in any fiscal year to
withdraw any amount out of his capital account as of the end of such fiscal year
upon at lease 30
days' written notice prior to the end of such year stating the amount to be
withdrawn; provided, however, that the General Partner's drawing rights shall be
limited as set forth in Section 2.04(c) hereof, and provided further that, if
the amount to be withdrawn would reduce such Limited Partner's capital account
to an amount less than such Limited Partner's initial Capital Contribution, then
the General Partner may require such Limited Partner to terminate his interest
in the Partnership in the manner provided in Section 6.03(c) hereof. Any
withdrawal in accordance with this Section 5.02 shall be subject to a charge not
in excess of 1% of the amount of such withdrawal as the General Partner may
determine to cover costs of selling Securities in order to effect payment of
such withdrawal. Distribution of any amount withdrawn pursuant to this Section
5.02 shall be made within 30 days after the end of the fiscal year. Except as
set forth in this Section 5.02, no Partner shall be entitled to draw any amount
from his capital account other than upon his withdrawal as a Partner of the
Partnership.
5.03 Distributions. The General Partner, in its sole discretion, may make
distributions to the Partners from the assets of the Partnership in the
proportions of their Partnership Percentages.
ARTICLE VI
ADMISSION OF NEW LIMITED PARTNERS
AND WITHDRAWAL OF PARTNERS
6.01 New Limited Partners. The General Partner may admit one or more new
Limited Partners as of the first day of any fiscal year or Interim Period
subject to the condition that each such new Limited Partner shall execute an
appropriate supplement to
this Agreement whereby he agrees to be bound by the terms and provisions hereof.
Admission of a new Limited Partner shall not be a cause for dissolution of the
Partnership.
6.02 Withdrawal of General Partner. The General Partner may not voluntarily
withdraw from the Partnership.
6.03 Withdrawal, Death, etc, of Limited Partner.
(a) A Limited Partner may voluntarily withdraw from the Partnership only on
the last day of any fiscal year upon at least 60 days prior written notice to
the Partnership, and his withdrawal shall be deemed to occur on said last day.
If a Limited Partner's interest in the Partnership is transferred pursuant to
his last will and testament or by operation of law, the General Partner may
consent to allow the recipient of such interest to continue after the end of the
fiscal year as a Limited Partner.
(b) The withdrawal, death, bankruptcy or adjudication of incompetency of a
Limited Partner shall not dissolve the Partnership. The legal representatives of
a Limited Partner shall succeed as assignee to the Limited Partner's interest in
the Partnership upon the death, bankruptcy, or adjudication of incompetency of a
Limited Partner, but shall not be admitted as a substituted Limited Partner
without the consent of the General Partner.
(c) In the event of the giving of notice of withdrawal by a Limited
Partner, or of the death, bankruptcy or adjudication of incompetency of a
Limited Partner, the interest of such Limited Partner shall continue at the risk
of the Partnership business until the last day of the fiscal year in which such
event takes place or the earlier termination of the Partnership. If the
Partnership is continued after the expiration of such fiscal year, such Limited
Partner or his legal representative shall be entitled to receive, within 30 days
after the end of such fiscal year, an amount equal to such Partner's Year-End
Capital Account for the fiscal year in which his voluntary or involuntary
withdrawal takes effect. The
General Partner may in its discretion make distributions pursuant to this
Section 6.03 in cash or in Securities, or both. Any withdrawal shall be subject
to a charge not in excess of 1% of the amount thereof as the General Partner may
determine to cover the costs of selling Securities in order to effect payment of
such withdrawal.
ARTICLE VII
TERMINATION OF PARTNERSHIP
7.01 Termination. Upon termination of the business of the Partnership, the
General Partner shall make the following distributions out of Partnership
assets, in the following manner and order:
(a) to payment and discharge of the claims of all creditors of the
Partnership who are not Partners;
(b) to payment and discharge pro rata of the claims of all creditors of the
Partnership who are Partners; and
(c) to the Partners in proportion to their respective Capital Accounts as
of the date of the termination of the business of the Partnership. Any
distribution under this Section 7.01 shall be accompanied by a certified report
of the Accountant as of the date of termination, comparable to the Annual Report
required by Section 4.11 hereof.
7.02 Method of Distributions. Distributions by the Partnership to Partners
in accordance with Articles V, VI and VII of this Agreement shall be made in
cash or in Securities, or both, as the General Partner may, in its sole
discretion, determine.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.01 Power of Attorney. Each of the Limited Partners does hereby constitute
and appoint the General Partner as his true and lawful representative and
attorney-in-fact, in his name, place and stead to make, execute, sign,
acknowledge, swear to and file:
(a) a Certificate of Limited Partnership of the Partnership and all
amendments thereto as may be required under the Limited Partnership Act of the
District of Columbia;
(b) any and all instruments, certificates, and other documents which may be
deemed necessary or desirable to effect the winding-up and termination of the
Partnership (including, but not limited to, a Certificate of Cancellation of the
Certificate of Limited Partnership);
(c) any business certificate, fictitious name certificate, amendment
thereto, tax return or other instrument or document of any kind necessary or
desirable to accomplish the business, purpose and objectives of the Partnership,
or required by any applicable federal, state or local law.
This power of attorney is coupled with an interest, is irrevocable, and
shall survive, and shall not be affected by, the subsequent disability,
incompetency, or death of any of the Limited Partners.
8.02 Amendment. This Agreement may be modified or amended at any time by a
writing signed by the General Partner and by Limited Partners who hold limited
partnership interests representing in the aggregate more than 50% of the capital
then in the Capital Accounts of all the Limited Partners. Without the specific
consent of each Partner affected thereby, no such modification or amendment
shall (i) reduce the Capital Account of any Partner or its rights of
contribution or withdrawal with respect thereto; or
(ii) amend this Section. The General Partner, however, may amend Schedule A to
reflect changes validly made in the membership of the Partnership and the
Capital Contributions of the Partners.
8.03 General. This Agreement:
(a) shall be binding on the executors, administrators, estates, heirs,
legal successors and representatives of the Partners;
(b) shall be governed by, and construed in accordance with, the laws of the
District of Columbia;
(c) may be executed in several counterparts with the same effect as if the
parties executing the several counterparts had all executed one counterpart as
of the day and year first above written;
(d) represents the entire agreement and understanding between the parties
and supercedes all prior agreements and understandings relating to the subject
matter hereof; and
(e) if any portion of the Agreement shall be held invalid, the remainder of
the Agreement shall be considered valid and shall be construed in such a manner
as to accomplish the express intent of parties.
8.04 Filing of Tax Returns. The General Partner shall cause to be prepared
and filed a federal information tax return in compliance with Sections 6031 of
the Internal Revenue Code of 1986, and any required state and local tax and
information returns for each tax year of the Partnership. The General Partner is
designated as the "Tax Matters Partner" as referred to in Section 6231(a)(7) of
the Internal Revenue Code of 1954, as amended.
8.05 Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified or registered, first class mail, postage
prepaid. All notices to the Partnership shall be addressed to: Special Situation
Investment Holdings, Ltd., 0000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx,
X.X. 00000. All notices and reports addressed to a Limited Partner shall be
addressed to such Limited Partner at the address set forth in Schedule A. Any
Partner may designate a new address by written notice to that effect given to
the Partnership. Unless otherwise specifically provided in this Agreement, a
notice shall be deemed to have been given to the Partnership when received by
the Partnership and to have been given to a Partner when deposited in a Post
Office or a regularly maintained letter box, or when delivered in person.
8.06 Private Placement Fees. The General Partner may receive remuneration
in conjunction with the Partnership's investment in private placement
transactions in public or private corporations. Such remuneration will in no
case be paid from Partnership funds, but rather by the issuing corporation as
compensation to the General Partner for its efforts and expenses in sourcing,
structuring and securing such private placement transactions.
IN WITNESS WHEREOF, the undersigned have hereto set their hands and seals
as of the date first above written.
GENERAL PARTNER:
KUWAM CORPORATION
By: ___________________________________
Its President
SPECIAL SITUATION INVESTMENT HOLDINGS, LTD.
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AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
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LIMITED PARTNER SIGNATURE PAGE
WITNESS/ATTEST: ________________________________
Print Name
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Signature
Printed name and
address of person
witnessing or attesting: Address:
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