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NO PARTNERSHIP INTEREST REPRESENTED BY THIS AGREEMENT HAS BEEN <br />REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR <br />QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, <br />AS AMENDED, IN RELIANCE UPON EXEMPTIONS FOR SALES NOT INVOLVING <br />ANY PUBIC OFFERING AND UPON THE REPRESENTATION THAT SUCH <br />PARTNERSHIP INTERESTS WILL NOT BE TRANSFERRED UNLESS AN OPINION <br />OF COUNSEL IS GIVEN, SATISFACTORY TO THE GENERAL PARTNER AND ITS <br />COUNSEL, THAT REGISTRATION IS NOT REQUIRED. <br />LIMITED PARTNERSHIP AGREEMENT <br />OF <br />AMCAL 1440 Santa Ana Fund, L.P. <br />This Limited Partnership Agreement of AMCAL 1440 SANTA ANA FUND, L.P. <br />( "Agreement ") is entered into as of September 1, 2015 between AMCAL Multi - Mousing Two <br />LLC, a California limited liability company, as general partner ( "Administrative General Partner "), <br />and the parties signing at the end of this Agreement, as limited partners ( "Limited Partner" or <br />"Limited Partners "). The Partners agree as follows: <br />1. Formation. The Limited Partners and the General Partner hereby enter into a <br />Limited Partnership ( "Partnership ") pursuant to the Uniform Limited Partnership Act of 2008, <br />Corporations Code Section 15900 and following, ( "the Act ") and the rights and liabilities of the <br />Partners shall be as provided under California Law, except as set forth below. <br />2. Name. The name of the Partnership is AMCAL 1440 SANTA ANA FUND, L.P., a <br />California Limited Partnership. <br />3. Principal Place of Business. The principal place of business of the Partnership is <br />30141 Agoura Rd., Suite 100, Agoura Hills, CA 91301, <br />4. Purpose. The purpose of the Partnership shall be to purchase, hold, develop, <br />manage, improve, lease, sell that certain real properly, described on Exhibit "B" ( "Partnership <br />Property ") and all related activities. <br />5, Term, The Partnership shall begin when the Certificate of Limited Partnership is <br />filed with the Secretary of State as required by the Act and shall continue until the first to occur of: <br />(a) December 31, 2045 (b) dissolution by mutual agreement of the General and Limited Partners (c) <br />termination as hereinafter provided, or (d) by operation of law, <br />Initlal LP Ag[eement - Santa Ana 9.1.159.1.15 <br />a. <br />80A -100 <br />