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<br /> <br />..yy //~~ <br />B90K,L~i~ PACf~~~ <br />10. The initial capital contributed by the Partners <br />shall be used as the down payment on the purchase price of <br />the subject property, expenses of obtaining rezoning, setting <br />up the Partnership, gravel testing and real-estate closing fees. <br />11. The net profits of the Partnership shall be <br />divided among the Partners and the net losses borne by the <br />Partners in the proportion of the number of units held by <br />them. <br />The total number of units issued shall be forty <br />(40) as set forth in Schedule "A" <br />The liability of the Limited Partners for the <br />losses of the Partnership shall in no event exceed in the <br />aggregate the amount of his, her or its respective contribution <br />to the capital of the Partnership. <br />12. (a) Limited Partners may be persons, firms or <br />corporations residing, domiciled or incorporated in the State <br />of Colorado only. <br />(b) Contributions by Limited Partners shall <br />be for the purpose of investment only. No Limited Partner shall <br />have the right to substitute any other person, firm or corporation <br />as a Limited Partner. <br />(c) No Limited Partner shall sell, transfer <br />or otherwise dispose of his units in the Partnership without <br />first offering said units to the General Partner at the same <br />price and upon the same terms and conditions as any offer re- <br />ceived or sale contemplated by said Limited Partner. The <br />General Partner shall have a period of thirty (30) days from <br />the date of notification of such offer during which to elect <br />to purchase said units. If the General Partner shall elect to <br />purchase said units, closing thereon shall be within sixty (60) <br />days of the date of the exercise of such option. If the General <br />Partner does not exercise this right of First Refusal an interest <br />of a Limited Partner can be assigned or sold to anyone. <br />-5- <br />