Limited Partnership Agreement

THIS LIMITED PARTNERSHIP AGREEMENT (the “Agreement”), made and entered into as of this day of , 20 , by and between (hereinafter referred to as (“General Partner”), and all other signatory parties hereto (hereinafter referred to as the “Limited Partners”).

ARTICLE I

GENERAL PROVISIONS

1.01 Formation and Name. The parties hereto hereby form a limited partnership under the laws of the State of which shall transact business under the name (the “Partnership”). The principal place of business of the Partnership shall be located initially at , or at such other place or places as the General Partner may designate in a written notice to all such Limited Partners.

1.02 Business Purpose. The business of the Partnership shall be concerned primarily, if not exclusively, with the acquisition, ownership, operation and disposition of a professional office building located at .

1.03 Statutory Requirements. The parties hereto shall, upon request of the General Partner, execute a Certificate of Limited Partnership, and shall cause such Certificate to be filed with the Office of the Secretary of State, State of , and shall further execute such amended Certificates of Limited Partnership, upon the request of the General Partner, as the same may become necessary. The Limited Partners hereby authorize and appoint the General Partner as their attorney-in-fact to prepare, file and publish the original, amended or modified Certificates of Limited Partnership as may be required by opinion of counsel to the Partnership, for the transaction of the Partnership’s business.

1.04 Name and Address of Partners. The name and address of the General Partner of this Partnership are as follows: