Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 6

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          The document begins with language stating that the Agreement was            
          made “as of the 1st day of January, 1994”, but later recites that           
          the partnership shall commence its existence upon the date a                
          certificate of limited partnership is duly filed with the                   
          California Secretary of State.  The primary purpose for HFLP’s              
          formation, according to the Agreement, was as follows:                      
                    The acquisition, including by purchase of, sale                   
               of, management of, holding, investing in and                           
               reinvesting in stocks (both common and preferred),                     
               options with respect thereto, bonds, mutual funds, debt                
               instruments, money market funds, notes and deeds of                    
               trust and similar instruments and investments (the                     
               Michael and Lynn were named as the general partners of HFLP            
          and the Trust as the sole limited partner, with interests of .4             
          percent, .6 percent, and 99 percent, respectively.  Michael was             
          also designated to serve as the managing general partner.  As               
          regards his authority, the Agreement provides:                              
               Subject to the provisions of Paragraph 7.3, the                        
               Managing General Partner shall have the full, exclusive                
               and complete authority and discretion in the management                
               and control of the business of the Partnership for the                 
               purposes stated herein and shall have the right to make                
               any and all decisions affecting the business of the                    
               Partnership.  Subject to the provisions of this                        
               Agreement, the Managing General Partner shall have full                
               and exclusive authority with respect to the Portfolio,                 
               including rights of sale, reinvesting and voting. * * *                
          The referenced Paragraph 7.3 then specifies the following                   
                    Notwithstanding the provisions of this Paragraph                  
               7, neither General Partner shall have any right, power                 
               or authority to:                                                       

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Last modified: May 25, 2011