0000950134-07-014696 Sample Contracts

July 5, 2007
Limited Partnership Agreement • July 5th, 2007 • Us Realty Partners LTD Partnership • Real estate operators (no developers) & lessors

As you may be aware by now, MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Special Fund 8, LLC, MPF Acquisition Co. 3, LLC, and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”) initiated an unsolicited tender offer to buy up to 244,400 depository unit certificates, or approximately 20% of the outstanding depository unit certificates (“Units”) in U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the “Partnership”). The corporate general partner of the Partnership, U.S. Realty I Corporation, first became aware of the offer by the MacKenzie Group on June 21, 2007.

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