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Partnership Agreement - Long


is made this __________ day of _________, 200______, by and between the undersigned whose names and addresses are set forth below for the purpose of forming a general partnership.





1.01 Formation. The Partners agree to form a Partnership (the "Partnership"). Except as otherwise provided in this Partnership Agreement, the Partnership will be governed by the laws of England.

1.02 Name. The Partnership will conduct business under the name of _____________________ or any other name designated by the Partners.

1.03 Principal Place of Business. The principal place of business of the Partnership will be in ____________________________ or any other place designated by the Partners.

ll. TERM

2.01 Term. The Partnership will be incorporated on or before ______________________ and will continue until _______________________, unless continued by the agreement of all the Partners, or sooner dissolved.


3.01 Purpose. The purpose of the Partnership will be as follows:




4.01 Method of Accounting. The Partnership books will be maintained on the accrual basis in accordance with generally accepted accounting principles; provided that the Partnership will, to the extent allowed by the law, keep books and reports for income tax purposes on the cash basis method of accounting.

4.02 Fiscal year. Unless changed by the Partners, the fiscal year of the Partnership for accounting and income tax purposes will be the ___________ provided that if the Partnership is dissolved and the business of the Partnership is not continued pursuant to Section 14.01 (Dissolution Events) the final fiscal year of the Partnership will end on the date the Partnership is terminated.

4.03 Annual Statements. The Partners will cause annual financial statements of the operations of the Partnership to be prepared. The financial statements will include a balance sheet, income statement, statement of sources and uses of cash and a statement of Partners' equity. The report will also include a statement describing financial transactions between the Partners and the Partnership during the year, including the services rendered or to be rendered by the Partners and the amount of fees, commissions and other compensation received or to be received by the Partners and other supporting statements as the Partners may deem relevant. To the extent it is feasible to do so, the annual financial statements will be mailed to the Partners within seventy five (75) days after the close of each fiscal year.

4.04 Income Tax Information. The Partners will cause the Partnership to provide each Partner with information on the Partnership's taxable income or loss and each class of income, gains, loss or deduction that is relevant to reporting Partnership income under the laws of England or country in which any Partner may be obligated to file income tax returns. The information will show each Partner's distributive share of each class of income, gain, loss, deduction or other tax attribute. To the extent it is feasible to do so, the income tax information will be furnished to the Partners within seventy-five (75) days after the close of the Partnership's fiscal year.

4.05 Accountants. The Partners will cause the Partnership to engage as employees or independent contractors such bookkeepers, accountants and tax advisors as the Partners may deem appropriate. The costs of these services will be borne by the Partnership.

4.06 Access to Accounting Records. The Partnership books and records will be maintained at the Partnership's principal place of business, except as may be necessary for the convenience of accountants and tax advisors who may temporarily remove portions of the Partnership's books and records in connection with their work. All Partners will have the right on reasonable notice to the Partnership to either personally or through authorised agents inspect and, at their own expense, copy the books and records of the Partnership, provided that all Partnership information must remain confidential and cannot be disclosed to third parties if to do so would prejudice or impair any rights of the Partnership or its Partners.


5.01 Capital Contributions. The Partners will complete Schedule "A", setting forth the amount of capital contribution to the Partnership credited to each Partner, the number of Partnership Units issued therefore, and the amounts of additional capital contributions to be made by the dates set forth on Schedule "A". Partner obligations to make additional capital contributions will be evidenced by promissory notes.

5.02 Need for Additional Capital Contributions. If at any time the Partners determine that the cash available to the Partnership is, in the Partners' reasonable judgement, inadequate to meet the then existing and projected needs of the Partnership, the Partners may request the Partners to purchase additional Partnership Units to provide the required additional cash. The Partners will advise the Partners in writing of the Units to be sold, the price and terms upon which the Units will be sold and the purpose for which the proceeds will be used. The price and terms may be more or less favourable than those on which the initial Units were offered. Within fifteen (l5 days after the mailing of this notice by the Partners, each Partner may elect in writing to purchase all, any part of, or none of his pro-rata share of the additional units. If any Partner does not elect to purchase his pro-rata share of the additional units, the unsubscribed units will be available for purchase, on a pro-rata basis, by the other Partners who do purchase additional units. If all the additional units are not purchased by the Partners, the Partners may offer and sell the unsold additional units to other persons on the same terms and conditions as were available to the Partners or on such other terms and conditions as the Partners may decide, which terms may be more or less favourable than the offer to the Partners.

All sales of additional units under this section are subject to compliance with applicable federal and provincial securities laws. If, acting upon advice of counsel to the Partnership, the Partners determine in their reasonable judgement that to qualify the sale of these units it would be necessary or appropriate to allow only some of the Partners and/or only certain other persons who are not Partners to participate in the offering, the Partners may determine in their sole discretion, those who will be offered the opportunity to participate.

5.03 Capital Accounts. An individual capital account will be maintained for each Partner. The capital account of each Partner will consist of his original cash contribution of capital, increased by (i) his additional capital contributions, and (ii) his share of Partnership Profits, and decreased by (a) distributions to the Partner, whether in cash or in kind, and (b) his share of Partnership Losses.


6.01 Operating Profits. Operating profits, operating losses, taxable operating profits and taxable operating losses and credits shall be allocated to the Partners separately pursuant to the Partnerships Act.

6.02 Capital Profits. Capital Profits, Capital losses, Taxable Capital Profits and Taxable Capital Losses will be allocated to the Partners up to the amounts of available cash distributed to them in excess of cumulative net operating profits allocated to them from the inception of the Partnership, then to Partners, if any, with negative capital accounts up to the amount of their negative capital account balances and thereafter to the Partners pro-rata in accordance with their ownership of Partnership units. For the purposes of this section, cash distribution before <date of the year Periodic Computation. Profits and losses and taxable profits and taxable losses shall be computed periodically. A proportional adjustment of profits and losses shall be made between a Partner and a Partner's assignee as of the date that the Partner's assignee becomes a substituted Partner. All other allocations of profits and available cash which are allocated to the Partners will be allocated among them in proportion to the number of units held by each Partner.


7.01 Limited Liability and Indemnity. The Partners will have liability with respect to liabilities and obligations of the Partnership equal to the proportionate share of units held by each Partner. The Partners agree to indemnify and save one another harmless from any liability in connection with the liabilities of the Partnership above and beyond any Partner's proportionate share in same.


8.01 Available Cash. Available cash will be distributed each year, except as follows:

(a) Available cash in amounts in excess of cumulative net operating profits allocated to the Partners from the inception of the Partnership will be distributed to the Partners until the Partners have received distributions of available cash in excess of these operating profits equal to the amount of their initial capital contributions.

(b) Available cash will then be distributed to the Partners in proportion to the number of units held by each partner.

(c) Upon liquidation of the Partnership, available cash will be distributed to the Partners as provided above, except that after making the distributions under (a) and (b) above, and taking into account cash contributions, if any, to be made by the Partners on liquidation in accordance with Section l4.02 (Liquidation Distributions), available cash will be distributed to the Partners in amounts equal to each Partner's respective capital account balance.


9.01 Reimbursement. The Partners shall be reimbursed for any and all reasonable expenditures that they incur and pay on behalf of the Partnership.


10.01 Partnership Loans. If the Partners deem it to be in the Partnership's interest, the Partnership may borrow from a Partner or Partners. Interest will be payable on the loans at an annual rate agreed by the Partners.


11.01 Powers of Partners. Except as otherwise expressly stated herein the Partners will participate in the management of the Partnership affairs. All decisions of the Partnership will be made by the Partners and the Partners will have exclusive authority to manage and conduct all the business of the Partnership, with all rights, powers and authority that are conferred by law or are necessary, convenient or appropriate for the managing of the Partnership's business subject only to those exceptions expressly set forth in this Agreement. The Partners agree that all Partnership decisions shall be made in accordance with Section 18.01 of this Agreement and that the following powers or actions shall require approval under the said Section:

(a) to borrow funds from any source for Partnership purposes, and as security therefore, to mortgage or pledge the property or any other assets of the Partnership, whether real or personal; to repay in whole or in part, refinance, recast, increase, modify or extend any mortgage or mortgages or other encumbrances on the property or any other assets of the Partnership, and in connection therewith, to execute for and on behalf of the Partnership any extension, renewals, or modifications of such mortgages or other encumbrances, new mortgages or other encumbrances in lieu of existing mortgages or other encumbrances, and to execute notes, bonds and other evidences of indebtedness;

(b) to act for the Partnership in all transactions concerning the Partnership's real or personal property or business affairs, including the execution of all contracts, leases, deeds, options, loan obligations, deeds of trust and notes;

(c) to amend this Agreement and the Certificate of Partnership.

Any mortgagee, grantee, creditor or any person dealing with the Partnership shall be required to investigate the authority of the Partners and to secure the approval or confirmation by all Partners of any act of the Partners in connection with the conduct of the Partnership business. The signature of all of the Partners will be necessary to convey any interest in Partnership real property and the Partners will prepare and record a Statement of Partnership to this effect in _____________________

The Partners will be liable to the Partnership in connection with the management of the Partnership's affairs for acts or omissions which constitute gross negligence or wilful misconduct, including any wilful breach of this Agreement.

11.02 Competition. The Partners will devote only as much of their time and attention to the Partnership as they each deem necessary or advisable and they may, during the continuance of this Agreement, engage in any activity for their own profit and advantage without the consent of the Partners. The Partners have other business interests and may engage in any other businesses, trades, professions or employment whatsoever, including the acquisition, ownership, management and disposition of the following:

Their own accounts or in Partnership with or as employees, officers, directors or stockholders of any other entity, whether or not such interests or activities compete with the business of the Partnership, and the Partners will not have to account to or otherwise make available to the Partnership or the Partners any other business or investment profits or opportunities that might be available to the Partners. Situations may arise where the Partners or any of them owe conflicting duties to this Partnership and to other persons or entities. The Partners will resolve these conflicts in good faith and will be liable to the Partnership only for acts or omissions which constitute gross negligence or wilful misconduct.

11.03 Compensation of the Partners. The Partners are to receive no compensation by way of salary from the Partnership. The Partnership, may, however, contract with one or more of the Partners to provide services to the Partnership provided that the compensation for these services is comparable to what the Partnership would have had to pay an unrelated party to provide these services. All contracts between the Partnership and a Partner or an affiliate of a Partner must be approved by a majority of the disinterested Partners and all actions on behalf of the Partnership with respect to these contracts, including enforcement of the contract, will be by action of a majority of the disinterested Partners.


12.01 The Partners may sell or otherwise transfer the Partnership's properties but the consent of all of the Partners shall be required in connection with a sale or other transfer of any portion of the holdings of the Partnership.


13.01 Assignment. No Partner shall assign (which term as used herein shall include a gift, devise, sale, transfer, encumbrance or other disposition, whether voluntary, involuntary, or by act of law) all or any part of his interest in the Partnership otherwise than in accordance with the provisions and subject to the limitations of this Section 13.01 and of Section 13.02, and any assignment not in accordance with this Article XIII will be void and of no effect. Any Partner at any time and from time to time may assign all or any part of his Partnership interest to any person pursuant to a bona fide written offer, but not until after having first offered it to the Partnership on the same terms as contained in the bona fide written offer. The Partner so desiring to assign all or part of his interest pursuant to this Section 13.01 shall notify the Partnership in writing and furnish the Partners with a copy of the bona fide written offer. The Partners shall determine whether the Partnership shall purchase the units. If the assigning Partner shall not within fifteen (l5) days after delivery of this notice receive written notice from the Partners that the Partnership desires to purchase the entire interest to be assigned, the assigning Partner may assign this interest pursuant to the bona fide written offer at any time within forty-five (45) days after the termination of the fifteen day period. The assignee will not, however, become a substituted Partner except in accordance with Section 13.02.

13.02 Admission of Substituted Partners. Notwithstanding anything above to the contrary, no assignee, by operation of law or otherwise, of the whole or any portion of a Partner's interest will become a substituted Partner unless the written consent of all of the Partners to such substitution has been obtained and until such assignee shall execute and acknowledge such instruments, in form and substance satisfactory to the Partners, as the Partners shall deem necessary or desirable to effectuate the admission of such assignee as a substituted Partner and to confirm the agreement of such assignee to be bound by all the terms and provisions of this Agreement and the Certificate of Partnership, as same may be amended, with respect to the interest acquired.

As to assignees who do not become substituted Partners or as to assignees before substitution as Partners, both the Partnership and the Partners shall be entitled to treat the assignor of any interest in the Partnership as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made to him, until such time as the written assignment has been received by and recorded on the books of the Partnership. All reasonable expenses, including solicitors' fees, incurred by the Partnership in connection with an assignment, shall be borne by the assignee.

A substituted Partner shall have all the rights, obligations and liabilities of a Partner under this Agreement. An assignee of Partnership units who does not become a substituted Partner shall have none of the rights of a Partner under this agreement.


14.01 Dissolution Events. The death, bankruptcy, incompetence or insanity of a Partner will dissolve or terminate the Partnership. The sale of all or substantially all of the assets of the Partnership or the vote of the Partners to dissolve the Partnership also dissolves the Partnership.

In the event that the Partnership is dissolved and not continued, the Partners shall make the necessary arrangements to wind up and terminate the affairs of the Partnership in accordance with applicable laws.

14.02 Liquidation Distributions. Upon dissolution, if the Partnership is not continued, the Partnership will engage in no further business other than that necessary to wind up the business of the Partnership and liquidate its assets. Any profit or loss on disposition of Partnership properties during liquidation shall be allocated in accordance with the provisions of Article VI (Allocation of Profits and Losses) of this Agreement. After retention by the Partnership of sufficient proceeds to meet and satisfy operating costs and the cost of sale, as determined in the sole discretion of the Partners, the proceeds of liquidation (the "Liquidation Distribution") will then be distributed in the following order:

(a) Payments to creditors of the Partnership, other than Partners, in the order of priority provided by law;

(b) Payments to Partners for loans made by them to the Partnership;

(c) Distributions shall then be made in accordance with the provisions of Section 8.01 (Available Cash).

If upon liquidation of the Partnership and distribution of its assets, as provided above, any Partner would have a negative balance in his capital account, the negative balance will constitute a debt to the Partnership and shall be paid in cash by the Partner on demand by the Partnership.


15.01 Purchase of Partner's Interest. The Partners may elect to have the Partnership purchase a deceased, bankrupt, incompetent or insane Partner's units. This election must be made by delivery of a written notice of its exercise upon the Partner or his executor, administrator or other legal representative within ninety (90) days after receipt of written notification by the Partnership of the Partner's death, bankruptcy, incompetence or insanity or at any time if no written notice is given to the Partnership.

15.02 Purchase price. The purchase price to be paid for a Partner's interest under these Article shall be equal to the amount that would have been received by that Partner if all the assets of the Partnership had been liquidated in a sale at fair market value on the date of the notice of election to the Partner or the date the Partner ceased to be a Partner, and the proceeds of such liquidation distributed pursuant to the provisions of such section. The purchase price shall not, however, include any amount that might be received for the Partnership's goodwill, if any.

In the event that the terminating Partner or the Partner's legal representative and the remaining Partners cannot reach an agreement as to the purchase price to be paid for the Partner's interest because they cannot agree as to the value for which the assets of the Partnership (excluding goodwill) could be sold or the amount for which the Partnership's liabilities could be discharged, then such amounts shall be established by an appraisal of such assets and liabilities by the auditor other recognised appraiser agreed upon by the selling Partner (or his representatives) and the Partners and the appraised values will be reduced by the amount of brokerage fees and any closing costs customarily incurred in disposing of the assets (but in total these estimated costs to exceed l0% of the agreed or appraised asset values). If they cannot agree upon the selection of an appraiser, then the selling Partner (or his representative) shall select a qualified appraiser and the other Partners as a group shall select a second qualified appraiser, which two said appraisers shall select a third qualified appraiser who shall then make the required determination.

15.04 Manner of Payment. The purchase price for the Partner's interest shall be paid as follows:

(a) Ten Percent (10%) within 60 days after the determination thereof;

(b) The balance in full within thirty six (36) months thereafter;

until paid, this obligation shall be evidenced by a promissory note of the Partnership bearing interest at the rate of __________% per annum.

The note will provide that the Partnership may pay all or a part thereof at anytime during the term thereof without prepayment penalty.


16.01 The Partner shall open and maintain in the name of the Partnership accounts with such banks or savings and loan associations as are necessary to effectuate this Agreement and the Partnership's business. Funds from all such accounts shall be deposited and withdrawn on the signature of one of the Managing Partners, or duly authorised representatives of the Partners.


17.01 This Agreement shall in all respects bind and enure to the benefit of the parties hereto and their respective heirs, executors, administrators or other legal representatives, subject to the provisions of this agreement limiting rights of assignment and the rights of non-substituted Partners.


18.01 Voting Rights. Each Partner shall be entitled to vote upon matters affecting the basis structure and business of the Partnership, including the following matters:

(a) Admission of Partners;

(b) Termination of the Partnership;

(c) Development of business activities.

18.02 Admission of Partners. The admission of a new Partner requires the vote or written consent of the holders of seventy-five percent (75%) or more of the Partnership units. This provision is not subject to amendment by less than said percentages.

18.03 Other Matters. The approval of all other matters as to which Partners may or shall vote shall require the vote or written consent of the holders of more than fifty percent (50%) of the Partnership units.

18.04 Amendments. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be amended without the consent of the holders of more than fifty percent (50%) of the Partnership units.

18.05 Voting Procedure. The Partners may vote only by written instrument. Written proxies or powers of attorney to vote Partnership units will not be honoured.


19.01 Meeting Rules. Meetings of the Partners may be called by the Partners or by Partners holding more than thirty percent (30%) of the then outstanding Partnership units, for any matter for which the Partners may vote as set forth herein. Upon receipt of a written request, either in person or by registered mail, stating the purpose of the meeting, the Partners shall provide all Partners, within ten (l0) days after receipt of such request, written notice (either in person or by registered mail) of a meeting and the purpose of such meeting to be held on a day not less than fifteen (l5) nor more than sixty (60) days, after receipt of said request, at a time and place convenient to the Partners. Votes taken at a meeting must be in accordance with Article XVIII (Voting and Amendment).


20.01 Power of Attorney. Each Partner hereby irrevocably constitutes and appoints each of the Partners with full power of substitution, his true and lawful attorney-in-fact for him and in his name, place and stead, for his use and benefit, to sign, acknowledge, file and record:

(a) The Certificate of Partnership of the Partnership and any amendments thereto which are made to reflect amendments to this Agreement or to reflect any reductions in the amount of the contributions of a Partner or which are required pursuant to the Partnerships Act.

(b) Any fictitious business name certificate or amendment thereto or other instrument or document which may be required to be filed or recorded by the Partnership, on its own behalf or on behalf of the Partners, under the laws of the state of __________________ or any other jurisdiction.

(c) Any document that may be required to effect the continuation of the Partnership, the admission of a substituted Partner or additional Limited or Partners, or the dissolution or termination of the Partnership, and any amendment to this Agreement or the Partnership's Certificate of Partnership in connection therewith, provided that such continuation, admission, dissolution, or termination is in accordance with the terms of this Agreement. The foregoing provisions do not supersede any other provisions of this Agreement, nor is this power of attorney to be used to deprive any Partner of its rights under this Agreement, but is intended only to provide a simplified system for execution, filing and recording of documents and to permit the use of the provisions of the Partnerships Act. The power of attorney granted herein is coupled with an interest, is irrevocable and shall survive any assignment of a Partner's interest in the Partnership.

20.02 Amendment of Certificate of Partnership. An amendment to the Partnership's Certificate of Partnership may be signed, personally or by an attorney-in-fact, by:

(a) A Partner and the new Partner if the amendment is caused by the addition of a Partner; or

(b) A Partner, the substituted Partner and the transferring Partner, if the amendment is caused by the substitution of a Partner.

20.03 Notices. All notices under this Agreement shall be in writing and shall be given to the parties at the addresses hereinafter set forth and to the Partnership at its principal office, or at such other address as any of the parties may from time to time specify.




20.04 Counterparts. This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute the original instrument.

20.05 Severability. In the event that any provision of this Agreement shall be held unenforceable, such provision shall be severed and the remainder of this Agreement shall nevertheless remain in full force and effect.

20.06 Gender. All references herein to "he", "him" or "his" shall be deemed where appropriate, references to "she", "her", or "hers" or to "it" or "its".

20.07 Applicable Law. This Agreement shall be deemed to be made and performed in, and shall be governed and construed in accordance with the laws of England.


21.01 The following terms used in this Partnership Agreement shall (unless otherwise expressly provided herein or unless the context otherwise requires) have the following respective meanings:

(a) "Agreement" shall refer to this Agreement of Partnership.

(b) "Assignee" shall mean a person who had acquired a beneficial interest in one or more units but who is not a substituted Partner.

(c) "Available Cash" means all cash or other property received by the Partnership, including proceeds from sales, condemnations, transfers or other dispositions of Partnership property or interests therein, proceeds of any loans to the Partnership and insurance proceeds received with respect to Partnership property, remaining after payment or provision for payment has been made of all sums reasonably determined by the Partners as being required to pay all current Partnership expenses and to provide reasonable reserves for development, capital improvements, replacement and debt service, together with other obligations of the Partnership that will become payable within the following twelve months, taking into account the amount and timing of anticipated revenues from operations, all as reasonably determined by the Partners after consultation with the Partnership's accountants. Until changed by the Partners in the exercise of their reasonable judgement it will be the policy of the Partnership (i) to accumulate reserves for the development of the Partnership and to minimise the Partnership borrowing requirements and (ii) to accumulate working capital reserves at least as large as half of one year's operating expenses.

(d) "Partnership Units" or "Units" shall refer to the Units issued to the Partners and represent the contributions of capital to the Partnership entitling the holder to an interest in the Net Profits, Net Losses and distributions of the Partnership.

(e) "Majority" refers to the vote of Partners who own more than fifty percent (50%) of the total interests owned by all Partners in that class.

(f) "Profits" means the Partnership's annual profits, including capital gains, and the term "Losses" means the Partnership's annual losses, including capital losses, as determined in accordance with generally accepted accounting principles on the accrual basis. The term "Taxable Profits" means the Partnership's annual profits, including capital gains, and the term "Taxable Losses" means the Partnership's annual losses including capital losses, as determined in the Partnership's information tax return as from time to time amended, prepared by the Partnership's accountants for federal income tax purposes, and determined on the cash basis. The terms "Operating Profits" or "Operating Losses" mean the Partnership's annual Profits or Losses from the ongoing business operations of the Partnership, and excluding Profits or Losses attributable to sales, condemnations, transfers or other dispositions of Partnership property or interests therein, and insurance proceeds received with respect to Partnership property, all as determined in accordance with generally accepted accounting principles on the accrual basis. The term "Taxable Operating Profits" or "Taxable Operating Losses" mean the Partnership's Taxable Profits or Taxable Losses from ongoing business operations of the Partnership, and excluding taxable Profits or Losses attributable to sales, condemnations, transfers or other dispositions of Partnership capital assets or interest therein, and insurance proceeds received with respect to Partnership property except that Taxable Operating Profits include income from a sale or exchange of a capital asset which is taxed at ordinary income rates because of the recapture of depreciation, and including the recapture of investment tax credits because of any early disposition of a capital asset. "Capital Profits and Losses" and "Taxable Capital Profits and Losses" mean the Partnership's Profits or Losses or Taxable Profits or Losses attributable to sales, condemnations, transfers or other dispositions of Partnership capital assets or interests therein, and insurance proceeds received with respect to Partnership capital assets.

(g) "Partners" shall refer to the Partners and reference to a "Partner" shall be to any one of the Partners.

(h) "Partnership" shall refer to the Partnerships created under this Agreement.

(i) "Property" shall refer in part to the real property described in Schedule "B", if any, and interests therein owned by the Partnership.

(j) "Pro-rata share" shall mean a Partner's pro-rata share determined by dividing the total number of Partnership units held by a Partner by the total number of outstanding Partnership Units.

(k) "Substituted Partner" is the assignee of a Partner who is admitted to the Partnership in the place and stead of his assignor.

DATED THIS _____________ DAY OF __________________, 200_____.

In witness whereof the parties have signed this Agreement.

________________________ ____________________________


________________________ ____________________________



This Section For Notary

TOWN OF __________________________

COUNTY OF ________________________

On _____________________________________, before me,

________________________________________, Notary Public,

personally appeared ___________________________________

_________________________________________ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorised capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature of Notary