LIMITED PARTNERSHIP CERTIFICATE AND AGREEMENT
THIS LIMITED PARTNERSHIP CERTIFICATE AND AGREEMENT, (the "Agreement"),
made and entered into this 17 day of October, 2006, by and among FLANIGAN'S
ENTERPRISES, INC., a Florida corporation, (the "General Partner"), and all other parties who shall execute
this Agreement or any counterpart thereof, collectively, (the "Limited Partners"). The Limited Partners, as
constituted from time to time, and the General Partner are sometimes herein collectively referred to as the
W I T N E S S E T H :
WHEREAS, the Partners desire to form a limited partnership (the "Partnership") pursuant to the Uniform Limited
Partnership Act of the State of Florida upon the terms and conditions hereinafter set forth;
NOW THEREFORE, intending to be legally bound hereby, the Partners agree as follows:
The following terms used in this Agreement shall (unless otherwise expressly provided herein or unless the context
clearly requires otherwise) have the following meanings:
1.1 Additional Capital Balance. The Additional Capital Contributions, if any, of the General Partner, as reduced
from time to time by all cash distributions to such
General Partner which, pursuant to the terms of this Agreement, are in reduction of the General Partner's
Additional Capital Balance, and as increased from time to time by any contributions of the General Partner which
are Additional Capital Contributions.
1.2 Additional Capital Contributions. Any additional cash contributions of the General Partner to the capital of
the Partnership pursuant to Section 3.5 hereof.
1.3 Agreement. This Limited Partnership Certificate and Agreement.
1.4 Capital Balance. The Initial Capital Contribution made by a Partner in cash and the fair market value of any
contributions in kind, (as set forth in this Agreement), as reduced from time to time by all cash distributions to
such Partner which, pursuant to the terms of this Agreement, are i