CERTIFICATION OF FORMATION
RAND CAPITAL MANAGEMENT, LLC
THIS CERTIFICATE OF FORMATION ("Certificate") is made as of this 11 th day of January, 2002 by
Allen F. Grum, Jr., acting as Organizer, whose address is 2200 Rand Building, Buffalo, NY 14203 and who is at
least eighteen years of age.
Allen F. Grum, Jr., desiring to organize a limited liability company under and pursuant to the provisions of
the Delaware Limited Liability Company Act (6 Del. C Section 18-101, et seq .) ("Act"), hereby forms a limited
liability company for the purposes and on the terms and conditions hereinafter set forth (the "Company"), and
hereby certifies to the Secretary of State of Delaware as follows:
1. The name of the limited liability company is Rand Capital Management, LLC.
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address
is The Corporation Trust Company.
3. The purposes for which the company is formed are as follows:
To engage solely in the business of serving as the General Partner of Rand Capital SBIC, LP, which
is applying for a license from the Small Business Administration to operate as a Small Business Investment
Company in accordance with the Small Business Investment Company Act, and to perform any and all
activities necessary and proper in connection therewith and convenient or incidental thereto.
4. The United States Small Business Administration must approve any person who will serve as an officer,
director or manager of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Rand Capital
Management, LLC this 11 th day of January, 2002.
ENTITY INSTITUTIONAL INVESTORS
/s/ Elspeth A. Doneldson
/s/ Allen F. Grum, Jr.
Allen F. Grum, J